[ { "id": "0", "text": "EX-10.23\n2\nd272839dex1023.htm\nAIRCRAFT LEASE AGREEMENT\n\nAircraft Lease Agreement\nbazadebezolkohpepadr=\"928393551\"\n**Exhibit 10.23** \n\n AIRCRAFT LEASE AGREEMENT \n\n THIS AIRCRAFT LEASE AGREEMENT\n(“**Agreement**”) is entered into as of the\n16th day of November, 2011 (“**Effective\nDate**”), by and between Yet Again Inc., a corporation organized and existing under the laws of Delaware (“**Lessor**”) and Clear Channel Broadcasting, Inc., a corporation organized and existing under the laws of Nevada\n(“**Lessee**”). \n\n WITNESSETH: \n\n WHEREAS, Lessor is the rightful owner of the Aircraft as more specifically described below; \n\n\nWHEREAS, Lessee desires to lease such aircraft from Lessor, and Lessor is willing to lease such aircraft to Lessee on the terms and conditions contained\nherein. \n\n NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties agree as follows: \n\n\n1. Dry Lease of Aircraft. \n\n Lessor hereby\nleases to Lessee, and Lessee leases from Lessor on an exclusive basis, subject to the terms and conditions of this Agreement, one (1) Dassault-Breguet Mystere Falcon 900 aircraft which consists of an airframe bearing Manufacturer’s Serial\nNo. 27 and FAA registration number N5VJ, together with its three (3) installed Garrett TFE-731 series engines bearing manufacturer’s serial numbers P-97154, P-97152 and P-97318, its installed avionics and parts and all original and\ncomplete logbooks, documents and records related thereto (collectively referred as the “**Aircraft**”).", "source": "agreement_1.md" }, { "id": "1", "text": "2. Term.\n\n\n The term of this Agreement shall commence on the Delivery Date and shall continue for a period of seventy-two (72) months therefrom\n(“**Term**”) except as may be terminated in accordance with Section 10. \n\n 3. Rental; Taxes. \n\n\n(a) Lessee shall pay to Lessor a one-time rent payment in the amount of Three Million US Dollars (US$3,000,000) (“**Rent**”) on the Delivery\nDate. In the event the Lease is terminated by either party for any reason prior to the expiration of the Term, Lessor shall refund to Lessee pre-paid Rent on a pro-rated basis based on the actual number of calendar days remaining in the Term from\nand after the effective date of termination. Rent, which does not include the taxes or fees described in Section 3(b), below, shall be paid by Lessee to Lessor in immediately available U.S. funds to an account to be specified by Lessor.\n\n\n (b) In addition to the Rent, Lessee shall timely pay the amount of any sales, use, retailer, withholding, VAT, duties, fees or other taxes or\nfees which may be assessed or levied by any taxing jurisdiction (whether foreign or domestic) directly as a result of the leasing or operation of the Aircraft by Lessee or the payment of any Rent hereunder by Lessee (“**Tax**” or\n“**Taxes**”). Lessor shall be responsible for any and all Taxes related to the operation or ownership of the Aircraft prior to the Delivery Date. Lessee shall be responsible for the timely payment of any Taxes levied by any taxing\njurisdiction solely due to Lessee’s operation of the Aircraft outside the State of New Jersey during the Term and that Lessor would not have otherwise been subject to", "source": "agreement_1.md" }, { "id": "2", "text": "absent Lessee’s operation of the Aircraft. Notwithstanding anything to the contrary herein, in no event shall either Lessee or Lessor be responsible to the other for any Taxes based on the\nincome of the other party nor shall Lessee be responsible for (1) any governmental fines or penalties which are imposed directly as a result of the willful misconduct or negligence of Lessor, or (2) any fines or penalties which arose or\narise prior to or following the Term, respectively. Lessee shall have the right to contest in good faith by appropriate proceedings any Taxes for which it is liable and shall not be obligated to pay such Taxes pending the final outcome of such\ncontest, provided such contest and non-payment is not reasonably likely to result in a forfeiture of the Aircraft. The obligations of this Section 3(b) shall survive the expiration or other termination of this Agreement. In the event the Lease\nis terminated by either party for any reason prior to the expiration of the Term, Lessor shall refund to Lessee such portion of the Taxes paid by Lessee as relate to the portion of the Rent that is refunded. \n\n\n4. Delivery; Condition of Aircraft. \n\n (a)\nLessor shall deliver the Aircraft to Lessee at Teterboro Airport (TEB) in Teterboro, New Jersey on a date that is mutually agreeable to the parties (“**Delivery Date**”). \n\n (b) Lessor shall deliver the Aircraft to Lessee on the Delivery Date in the following condition: \n\n (i) current on and in compliance with manufacturer’s recommended inspection and maintenance program, with all calendar and hourly inspections that must be completed on or before the Delivery Date\ncompleted without deferment or extension; \n\n (ii) operational and in an airworthy condition with a current and valid FAA Standard\nAirworthiness Certificate and registered on the FAA Civil Aircraft Registry;", "source": "agreement_1.md" }, { "id": "3", "text": "(iii) with all systems functioning normally in\naccordance with manufacturer’s specifications and in compliance with all applicable FAA Airworthiness Directives and all applicable manufacturer mandatory service bulletins with compliance dates on or prior to the Delivery Date; \n\n\n(iv) the engines shall be enrolled on Honeywell MSP Gold service program, the Rockwell Collins avionics shall be enrolled on the Rockwell\nCollins Avionics service program and the Honeywell avionics shall be enrolled on Honeywell’s HAPP service program (collectively, “**MSP**”), which shall be fully paid through the Delivery Date; and \n\n\n(v) all Aircraft logbooks shall be legible, complete, continuous in the English language and shall comply in all respects with applicable\nFARs. \n\n (c) Upon delivery of the Aircraft in accordance with the terms of this Agreement, Lessee will execute and deliver the Delivery and\nAcceptance Certificate in the form attached hereto as Exhibit A. \n\n 5. Operations. \n\n\n(a) During the Term, Lessee shall be solely and exclusively responsible for the use, operation and control of the Aircraft and Lessee shall use and\noperate the Aircraft in a careful manner and in conformity with the Federal Aviation Regulations (“**FARs**”), and applicable laws of any \n\n\n \n\n 2", "source": "agreement_1.md" }, { "id": "4", "text": "government authority having jurisdiction over the operation of the Aircraft (“**Applicable Law**”), and in accordance with the Aircraft operating manual. Lessee shall not fly,\noperate, use or locate the Aircraft in, to or over any such country or area (temporarily or otherwise) (i) which is excluded from the required insurance coverages, or would otherwise cause Lessee to be in breach of the insurance requirements or\nother provisions of this Agreement; or (ii) in which there are recognized or threatened hostilities. \n\n (b) All operations of the Aircraft\nduring the Term shall be under Lessee’s operational control (as defined in § 1.1 of the FARs) and Lessee shall be solely responsible for its possession and use; and (ii) Lessee shall not sell, transfer, assign, encumber, sublet or\npart with possession of the Aircraft or any of its rights under the Agreement except for the performance of maintenance on the Aircraft, or unless the parties otherwise agree in writing. \n\n (d) Lessee shall bear all costs of operating the Aircraft, except the cost of certain Maintenance which shall be shared by the parties in accordance with Section 6 below. \n\n\n(e) Lessee shall not permit any liens to be placed on the Aircraft, other than those liens (i) in favor of or created by or through Lessor or\nLessor’s lender, if any; or (ii) Permitted Liens (as defined in Section 12 (b) below). \n\n 6. Maintenance.", "source": "agreement_1.md" }, { "id": "5", "text": "6. Maintenance. \n\n\n(a) Lessee shall, during the Term, at its own cost and expense, maintain, inspect, service, repair, overhaul and test or cause the Aircraft to be\nmaintained, inspected, serviced, repaired, overhauled and tested so as to keep the Aircraft in good operating condition as delivered to Lessee on the Delivery Date, ordinary wear and tear excepted, and in compliance with all Applicable Law,\nincluding applicable provisions of the FARs and the manufacturer’s recommended inspection and maintenance program (“**Maintenance**”). For the avoidance of doubt, the Maintenance costs and expenses to be borne by Lessee shall\ninclude, but not be limited to, the cost of all parts and consumables used in the maintenance process that are not covered under or specifically addressed in Section 6(c). \n\n (b) Lessee shall perform or cause to be performed all Maintenance by persons and agencies approved by the FAA and the applicable manufacturer. Lessee shall ensure that the Maintenance is conducted in a\nmanner that does not modify or impair any existing warranties or service maintenance plans and agreements covering the Aircraft or any part thereof. All logbooks, records and documents (including any computerized maintenance records) pertaining to\nthe Aircraft and its engines and their maintenance during the Term shall be maintained in English and in accordance with the FARs, and returned to Lessor upon termination of this Agreement with all entries duly completed and properly signed off.", "source": "agreement_1.md" }, { "id": "6", "text": "(c) Lessee shall pay to Lessor the hourly rate specified in the Honeywell MSP Gold program agreements covering the engines and APU as and\nwhen due under such agreements and provide such information and documentation required thereunder. Lessor shall timely remit such payments and provide such documentation and information to Honeywell in order to keep the engines and APU current on\nthe program. Lessee shall pay to Lessor the hourly rate specified in the Rockwell Collins Avionics Program and the Honeywell HAPP Program agreements covering the respective avionics as and when due under such agreements and provide such information\nand documentation \n\n\n \n\n 3", "source": "agreement_1.md" }, { "id": "7", "text": "required thereunder. Lessor shall timely remit such payments and provide such documentation and information to Honeywell in order to keep the avionics current on such programs and to ensure\ncoverage under the agreements. Upon execution of this Agreement, Lessor shall provide to Lessee complete and current copies of such agreements and shall provide to Lessee any and all amendments, extensions, notices or other documentation relating to\nsuch programs and the engines, APU and or avionics. Lessor shall not reduce the coverage under such programs without the prior written consent of Lessee. \n\n (d) Lessee shall be entitled during the Term to acquire and install at its own cost and expense, any additional accessories, devices or equipment as it desires (the “**Additions**”) but only\nso long as such Additions (i) are approved in writing by Lessor; (ii) are ancillary to the Aircraft; (iii) are not required to render the Aircraft complete for its intended use by Lessee; (iv) will not impair the originally\nintended function or use of the Aircraft or diminish the value of the same; and (v) can be readily removed without causing material damage to the Aircraft. \n\n (e) Unless otherwise agreed to in advance by the parties, Lessor shall bear the full cost of any discretionary Aircraft upgrades, capital improvements or major refurbishment made during the Term. In the\nevent the Lease is terminated by either party for any reason prior to the expiration of the Term, Lessor shall refund to Lessee the amount paid by Lessee for upgrades, improvements and refurbishment of the Aircraft paid for by Lessee under this\nSection 6(e) on a pro-rated basis based on the actual number of calendar days remaining in the Term from and after the effective date of termination. \n\n 7. Insurance.", "source": "agreement_1.md" }, { "id": "8", "text": "7. Insurance. \n\n (a) During the Term, Lessor shall cause to be provided and maintained in\nfull force and effect, at Lessee’s sole cost and expense, a policy or policies of insurance providing the coverage described in this Section 7 covering all operations of the Aircraft (“**Insurance Policies**”). \n\n\n(i) Aircraft liability insurance covering all operations of the Aircraft, which coverage shall: \n\n\n(A) include a territory provision sufficient to cover all Aircraft operations permitted by this Agreement, with limits of not less than\nTwo Hundred Million US Dollars (US $200,000,000) per occurrence on a combined single limit basis, covering claims for death, bodily injury and property damage, \n\n (B) list Lessor and Lessee as named insureds and list as additional named insureds each of Lessee’s and Lessor’s affiliates and their respective directors, officers, managers, employees and\nagents and Gama Aviation, Inc.; \n\n (C) be endorsed so that it is primary and non-contributing to any other insurance that is\navailable to any of the insureds. \n\n (ii) All-risk ground and flight physical damage and hull war and allied perils insurance\n(“Hull Coverage”) on the Aircraft for the agreed value of Eighteen Million US Dollars (US$18,000,000) (“Casualty Value”). Such Hull Coverage shall name Lessor and Lessee as loss payees as their interests shall appear, shall\nspecify any deductibles applicable to each and every loss. \n\n\n \n\n 4", "source": "agreement_1.md" }, { "id": "9", "text": "(b) The Insurance Policies maintained under this Agreement shall: \n\n\n(i) Be placed with insurance companies that (A) are qualified to do business in the United States, (B) will submit to the\njurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of insurance or concerning the parties herein; (C) will respond to any claim or judgment against Lessee and Lessor in\nany competent court; and (D) are reasonably satisfactory to both Lessor and Lessee, such approval not to be unreasonably withheld, delayed or conditioned. \n\n (ii) Provide for not less than thirty (30) days (no less than ten (10) days in the case of any nonpayment of premium and such lesser period as is standard in the industry for war risk insurance)\nadvance written notice to be received by each of the insured parties prior to any adverse material change, deletion or cancellation in the Insurance Policies, any of the coverages thereunder, or any required policy provisions set forth in this\nSection 7 that reduces coverage available; provided, however, that war risk and allied perils policy coverages may provide for not less than seven (7) days or such lesser period prior written notice as shall be customary in the aviation\ninsurance industry for prior written notice of cancellation.", "source": "agreement_1.md" }, { "id": "10", "text": "(iii) The Insurance Policies shall contain an endorsement\nproviding that coverages under such Insurance Policies shall not be voided by any act or negligence of any person, including another insured under the policies; provided that there is neither consent nor actual knowledge by the insured party that\nsuch action would void coverage under the policy and shall include a waiver of subrogation in favor of Lessee and its officers, directors, managers, employees and agents and Gama Aviation. Inc. All Insurance Policies shall provide for a severability\nof interest/cross liability endorsement, so as to ensure that the insurance shall operate in all respects as if a separate policy has been issued covering each party insured, although underwriters’ overall limit of liability will not increase.\n\n\n (c) Promptly following the execution of this Agreement and annually thereafter, Lessor shall provide Lessee with certificates of insurance\nand endorsements evidencing the effectiveness (and renewal, as applicable) of such Insurance Policies in compliance with the insurance requirements specified in this Section 7. \n\n 8. Limitation of Liability.", "source": "agreement_1.md" }, { "id": "11", "text": "8. Limitation of Liability. \n\n LESSOR UNDERSTANDS AND AGREES THAT THE INSURANCE POLICIES ARE\nLESSOR’S SOLE REMEDY AGAINST LESSEE FOR ANY AND ALL LOSS OR DAMAGE TO THE AIRCRAFT AND/OR INJURY OR DEATH OF ANY PASSENGER AND/OR FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES INCLUDING, BUT NOT LIMITED TO, DIRECT OR\nINDIRECT LOSS OR DAMAGE TO THE AIRCRAFT, DIMINUTION IN VALUE OF THE AIRCRAFT, LOSS OF INCOME, REVENUES, PROFITS OR BUSINESS OPPORTUNITIES OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR IN ANY WAY CONNECTED WITH THE\nAIRCRAFT UNDER THIS AGREEMENT, WHETHER ON THE GROUND OR IN THE AIR, AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, UNLESS SUCH CLAIMS, DAMAGES, LOSSES, EXPENSES OR LIABILITIES \n\n\n \n\n 5", "source": "agreement_1.md" }, { "id": "12", "text": "ARE SOLELY THE RESULT OF LESSEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LESSOR’S FAILURE TO MAINTAIN THE INSURANCE POLICIES REQUIRED HEREUNDER. Lessor understands that Lessee and\neach of the other insureds have no liability for any event or occurrence not covered by the foregoing insurance, unless such event or occurrence is solely the result of the gross negligence or willful misconduct of Lessee or one of the other\ninsureds or Lessor’s failure to maintain the insurance policies required hereunder. Lessor hereby waives any claim for damage, loss or expense arising out of the operation, use or maintenance of the Aircraft or of other services relating to the\nAircraft hereunder and the covenants not to assert any claim against Lessee or its affiliates or their respective officers, directors, managers, employees and agents in respect thereof, unless such claim for damage, loss or expense is attributable\nto Lessee’s gross negligence or willful misconduct. Lessee shall not be limited in the manners set forth in this Section 8 for any damages, losses or expenses arising from Lessor’s failure to maintain the insurance required herein.\nThis Section 8 shall survive any termination of this Agreement. \n\n 9. Risk of Loss; Loss or Damage.", "source": "agreement_1.md" }, { "id": "13", "text": "9. Risk of Loss; Loss or Damage. \n\n\n(a) Subject to Section 8, Lessee shall bear the risk of loss, damage or destruction of the Aircraft from the time of delivery until the Aircraft is\nreturned to Lessor pursuant to this Agreement. Lessee shall provide written notice to Lessor of any material damage concurrently with its report of same to the applicable governmental authority, and if no such report is required, such written report\nshall be delivered to Lessor within thirty (30) calendar days of the occurrence of such damage. The required notice must be provided together with any damage reports provided to the FAA or any other governmental authority or the insurer, and\nany documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. \n\n (b) Except as\nhereafter provided, in the event of damage to the Aircraft during the Term which is not an “Event of Loss”, Lessee will, subject to Section 8 and prior written approval from Lessor, repair or cause to be repaired, any such damage at\nits expense, and the insurance proceeds shall be paid to the repair facility or to reimburse Lessee (to the extent Lessee paid such expenses) upon submission of an invoice issued by the repair facility. \n\n\n(c) Upon the occurrence of an “Event of Loss” of the Aircraft, Lessor shall be entitled to the proceeds of the Hull Coverage. Upon receipt of\nthe full Casualty Value by Lessor, this Agreement shall terminate as set forth in Section 10. Lessor shall have no obligation to replace the Aircraft with any other aircraft and Lessee shall have no obligation to make future payments of Rent to\nLessor hereunder.", "source": "agreement_1.md" }, { "id": "14", "text": "(d) An “**Event of Loss**” with respect to the Aircraft shall mean any of the following events with respect to\nsuch property (i) loss of the Aircraft due to destruction, damage beyond repair or rendition of such property permanently unfit for normal use; (ii) any damage to such property which results in an insurance settlement with respect to such\nproperty on the basis of a total loss or constructive total loss; or (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by the act of any government (foreign or domestic) or of any state or\nlocal authority or any instrumentality or agency of the foregoing for a period in excess of sixty (60) consecutive days (“**Requisition of Use**”). The date of such Event of Loss shall be the date on which the sixty\n(60) consecutive day period ends in the case of Requisition of Use, the date of such destruction or damage or the date on which the Aircraft is declared a constructive total loss. An Event of Loss with respect to any engine or APU shall not,\nwithout loss of the airframe, be deemed an Event of Loss with respect to the Aircraft. \n\n\n \n\n 6", "source": "agreement_1.md" }, { "id": "15", "text": "10. Termination. This Agreement may be terminated: (i) immediately upon the mutual consent of\nall parties; (ii) by either party immediately upon the termination of Robert Pittman’s employment with Lessee for any reason; (iii) by the non-breaching party if an Event of Default has occurred and the breaching party has not cured\nwithin the applicable cure period (if any) provided for in Section 14 of this Agreement; (iv) automatically upon receipt by Lessor of the Casualty Value following an Event of Loss; or (v) either party following a determination by a\nmutually agreeable Dassault-authorized service facility that the Aircraft is damaged to the extent that it is improbable that it can be made operative within sixty (60) days. All amounts payable by one party to another in the event of a\ntermination of this Agreement prior to the expiration of the Term shall be paid to the other party within thirty (30) days of the date of termination, and this obligation shall survive the termination of this Agreement. \n\n\n11. Representations, Warranties and Agreements. Lessee and Lessor each represent, warrant and agree as follows: \n\n\n(a) Due Organization. It is duly organized and validly existing under the laws of the jurisdiction of its organization and will remain duly\norganized and existing in good standing and is duly qualified to do business wherever necessary to perform its obligations under this Agreement. \n\n\n(b) Due Authorization. This Agreement has been duly authorized by all necessary action on its part consistent with its form of organization, does\nnot require the approval of, or giving notice to, any governmental authority.", "source": "agreement_1.md" }, { "id": "16", "text": "(c) Enforceability. This Agreement has been duly executed\nand delivered by its authorized representative and constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting\ncreditors’ rights generally and subject to general principles of equity. \n\n 12. Title; No Liens; Quiet Enjoyment. \n\n\n(a) Title to the Aircraft shall remain vested in Lessor during the Term and the Aircraft shall be registered at the FAA in the name of Lessor. Lessee\nshall have no right, title or interest in or to the Aircraft except as expressly provided herein and shall take no action or fail to take any action reasonably requested by Lessor that would impair the continued registration of the Aircraft at the\nFAA in the name of Lessor. \n\n (b) Lessee shall ensure that no liens or encumbrances of any nature or description whatever\n(“**Liens**”) are created or placed against the Aircraft, (including the engines, parts and components and all associated rights and the related international interests) or this Agreement as a result of Lessee’s acts or omissions\nexcept (i) for inchoate materielmen’s, mechanic’s, workmen’s, repairmen’s, employee’s, or other like Liens arising in Lessee’s ordinary course of business for sums not yet due or delinquent or being contested in\ngood faith with due diligence and by appropriate proceeding and (ii) liens relating to taxes (the payment of which is Lessee’s obligation) that are being contested in good faith by appropriate proceedings (“**Permitted\nLien**”). This Section 12(b) shall survive any termination of this Agreement. \n\n\n \n\n 7", "source": "agreement_1.md" }, { "id": "17", "text": "(c) As long as Lessee pays Rent and other amounts payable hereunder and performs and complies with all of\nthe other terms and conditions hereof, neither Lessor nor any person acting through or on behalf of Lessor or in its stead, nor any person with rights granted by Lessor will interfere with the peaceful and quiet use and enjoyment of the Aircraft by\nLessee, which use and enjoyment shall be without hindrance. \n\n 13. Redelivery of the Aircraft \n\n\n(a) Upon termination of this Agreement by expiration of the Term or otherwise, Lessee shall deliver to Lessor (or its designated representative) custody\nand possession of the Aircraft and all Aircraft documentation at Teterboro Airport (TEB) in Teterboro, New Jersey or such other mutually agreed location as may be specified by Lessor (“Redelivery”). \n\n\n(b) Upon Redelivery, the Aircraft shall be in the following condition unless waived by Lessor: \n\n\n(i) current on and in compliance with manufacturer’s recommended inspection and maintenance program, with all calendar and hourly\ninspections that must be completed on or before the Redelivery date completed; \n\n (ii) operational and in an airworthy condition\nwith a current and valid FAA Standard Airworthiness Certificate and registered on the FAA Civil Aircraft Registry; \n\n (iii) with\nall systems functioning normally in accordance with manufacturer’s specifications and in compliance with all applicable FAA Airworthiness Directives, and all applicable manufacturer mandatory service bulletins with compliance dates on or prior\nto the Redelivery date;", "source": "agreement_1.md" }, { "id": "18", "text": "(iv) Lessee shall have paid Lessor all amounts due for hours operated by Lessee during the Term for\n(A) the engines under the applicable Honeywell MSP Gold service program, (B) the Rockwell Collins avionics under the Rockwell Collins Avionics service program and (C) the Honeywell avionics under the Honeywell’s HAPP service\nprogram, and Lessee shall have provided to Lessor all documentation required under the applicable programs with respect to such use; \n\n (v) all Aircraft logbooks shall be legible, complete, continuous in the English language and shall comply in all respects with applicable FARs; and \n\n\n(vi) clear of all Liens to the extent created by or through Lessee. \n\n (c) Upon return of the Aircraft in accordance with the terms of this Agreement, Lessor will execute and deliver to Lessee the Redelivery Certificate in the form attached hereto as Exhibit B.\n\n\n (d) Notwithstanding anything in the Agreement to the contrary, in the event Lessor shall have failed to pay its portion of the Maintenance\ncost as required under Section 6(d), Lessee shall have no liability for the failure of the Aircraft to meet the condition required herein to the extent that such failure relates to the Maintenance for which Lessor was financially responsible.\n\n\n\n \n\n 8", "source": "agreement_1.md" }, { "id": "19", "text": "14. Events Of Default And Remedies. \n\n (a) Events of Default. The term “**Event of Default**” means: (i) non-payment by a party of any Rent and/or any other amount due pursuant to this Agreement within thirty\n(30) days after receipt of notice from the other party of failure to pay any or all of the same on the due date; (ii) failure by Lessee to maintain, use, or operate the Aircraft in compliance with Applicable Law; (iii) failure by\nLessee to comply with all of the insurance coverages required under this Agreement; (iv) the creation by Lessee of any Lien other than a Permitted Lien; (v) failure to return the Aircraft to Lessor on the date and in the manner required by\nthis Agreement; (vi) the commencement of any bankruptcy, insolvency, receivership or similar proceeding by or against Lessee or Lessor or any of its properties or business (unless, if involuntary, the proceeding is dismissed within sixty\n(60) days of the filing thereof) or the rejection of this Agreement; (vii) breach by a party of any other covenant, condition or agreement (other than those in subsections (i)-(vi) of this Section 14(a)) under this Agreement that\ncontinues for thirty (30) days after written notice by the non-defaulting party to the defaulting party (but such notice and cure period will not be required if Lessee operates the Aircraft when the insurance required hereunder is not in full\nforce and effect or if such breach cannot be cured by practical means within such notice period).", "source": "agreement_1.md" }, { "id": "20", "text": "(b) Remedies. Upon the occurrence\nand during the continuation of an Event of Default, the non-breaching party may exercise any one or more of the following remedies (in its sole discretion): (i) terminate this Agreement; (ii) to the extent permitted by Applicable Law,\nenter the premises where the Aircraft is located and take immediate possession of and remove (or disable in place) the Aircraft by self-help, summary proceedings or otherwise without liability; (iii) apply any deposit or other cash collateral,\nor collect and apply any proceeds of insurance or otherwise, at any time to reduce any amounts due to Lessor; and (iv) demand and recover from the defaulting party the unpaid amount due. \n\n (c) Lessor’s Performance. Upon the occurrence and during the continuation of an Event of Default, Lessor shall have the right upon notice to Lessee, but shall not be obligated, to effect such\nperformance and any reasonable and documented expenses incurred by Lessor in connection with effecting such performance shall be payable by Lessee promptly upon demand. Any such action shall not be a cure or waiver of any Default or Event of Default\nhereunder. \n\n 15. Notices \n\n All\nnotices and other communications under this Agreement shall be in writing and shall be sent by personal delivery, telefax or nationally recognized courier for overnight delivery to the address set forth below (or to such other address as may be\ndesignated by a party in writing): \n\n\n \n\n 9", "source": "agreement_1.md" }, { "id": "21", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| **If to Lessor:**  \nYet Again Inc. |    | **If to Lessee**  \nClear Channel Broadcasting, Inc. |\n| c/o TAG Associates, LLC 75\nRockefeller Plaza, 9th Floor New York, NY 10019-6999 Attn: Phil Krevitsky Fax: (212) 275-1510 |    | 200 E. Basse Road San Antonio,\nTX 78209 Attn: General Counsel Fax:\n(210) 832-3129 |\n\n Such notice or other communication shall be deemed to have been received in the case of personal delivery, upon actual\ndelivery or the intended recipient’s refusal to accept delivery; in the case of nationally recognized courier, the next business day; and in the case of a telefax, on the date of transmission if sent during normal business hours of the\nreceiving party with electronic confirmation of transmission and if sent after normal business hours of the recipient or on a date that is not a business day for the recipient it shall be deemed to have been received at the opening of business on\nthe next such business day). Each party is required to notify the other party in the above manner of any change of address. Neither party may object to the method of notice for any notice actually received by such party. \n\n\n16. Miscellaneous", "source": "agreement_1.md" }, { "id": "22", "text": "16. Miscellaneous \n\n (a)\nAssignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may not be assigned by any party without the consent of the other party hereto, such\nconsent not to be unreasonably withheld or delayed, except that Lessee may assign this Agreement to its parent, a majority owned and controlled subsidiary or a company under common ownership or control with Lessee, upon written notice to Lessor.\n\n\n (b) Severability. The provisions of this Agreement shall be deemed independent and severable and the invalidity, partial invalidity or\nunenforceability of any one provision or portion of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction\nshall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and any prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other\njurisdiction. \n\n (c) Headings. The headings herein are inserted only for convenience and shall not affect the interpretation of this\nAgreement. \n\n (d) Entire Agreement. This Agreement constitutes the entire agreement, both written and oral, between the parties or their\nrespective representatives with respect to the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder not expressly granted thereto. This Agreement shall not be further amended or modified unless\nin writing duly signed by the parties hereto.", "source": "agreement_1.md" }, { "id": "23", "text": "(e) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND BE CONSTRUED IN\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE WITHIN SUCH STATE, EXCLUDING CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). \n\n\n \n\n 10", "source": "agreement_1.md" }, { "id": "24", "text": "(f) Counterparts. This Agreement may be executed in one or more counterparts each of which shall be\ndeemed an original, all of which together shall constitute one and the same agreement. A facsimile or electronically transmitted copy of an original signature to this Agreement shall be considered the same and as effective as an executed original.\n\n\n (g) Failure or Delay in Performance. Neither Lessor nor Lessee shall be liable for any failure or default hereunder if such failure or\ndefault is due to Acts of God or the public enemy, civil war or insurrection or riots, strike or lockout or other labor dispute, act of the public enemy, act of terrorism, war (declared or undeclared), blockade, revolution, civil commotion,\nlightning, fire, storm, flood, earthquake, explosion, governmental restraint, embargo, sudden or unexpected aircraft mechanical failure, inability to obtain or delay in obtaining equipment or transport, inability to obtain or delay in obtaining\ngovernmental approvals, permits, licenses or allocations, serious accidents and any other cause whether of the kind specifically enumerated above or otherwise beyond the affected party’s reasonable control. \n\n\n(h) TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FARs: \n\n (i) LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL\nAPPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET. \n\n (ii) OPERATOR AGREES, CERTIFIES AND\nKNOWINGLY ACKNOWLEDGES AS EVIDENCED BY ITS SIGNATURE BELOW THAT, OPERATOR WILL BE KNOWN AS, CONSIDERED, AND WILL IN FACT BE THE OPERATOR OF THE AIRCRAFT.", "source": "agreement_1.md" }, { "id": "25", "text": "CLEAR CHANNEL BROADCASTING, INC. \n\n By:\n                                         \n                \n\n Title:\n                                         \n             \n\n (c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND\nPERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE LOCAL FAA FLIGHT STANDARDS DISTRICT OFFICE. OPERATOR FURTHER CERTIFIES THAT IT WILL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO AIRCRAFT REGISTRATION\nBRANCH, ATTN: TECHNICAL SECTION, P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA, 73125 WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FAR 91.23(c)(1). \n\n [*Signatures on following page*] \n\n\n \n\n 11", "source": "agreement_1.md" }, { "id": "26", "text": "IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above and verify\nthat they have read the Agreement, understand its contents, and have full authority to bind and hereby do bind their respective parties. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| LESSOR: YET AGAIN\nINC. |   | |   | LESSEE:\nCLEAR CHANNEL BROADCASTING, INC. |\n| | | | | |\n| By:  |   | /s/ Robert W. Pittman |   | |   | By:  |   | /s/ Hamlet T. Newsom, Jr. |\n| Name:  |   | Robert W. Pittman |   | |   | Name:  |   | Hamlet T. Newsom, Jr. |\n| Title: |   | |   | |   | Title: |   | VP, Assistant Secretary |\n\n *Aircraft Lease Agreement Signature Page*", "source": "agreement_1.md" }, { "id": "27", "text": "**Exhibit A** \n\n **DELIVERY AND ACCEPTANCE CERTIFICATE** \n\n DATE:\n            , 20             \n\n PLACE:             ,              \n\n\nCLEAR CHANNEL BROADCASTING, INC. does hereby accept delivery of one (1) Dassault-Breguet Mystere Falcon 900 aircraft which consists of an airframe\nbearing FAA Registration Number N5VJ and Manufacturer’s Serial No. 27 together with its three (3) installed Garrett TFE-731 series engines bearing manufacturer’s serial numbers P-97154, P-97152 and P-97318, its installed avionics\nand parts and all logbooks, documents and records related thereto in accordance with the Aircraft Lease Agreement between Clear Channel Broadcasting, Inc., as Lessee, and Yet Again Inc., as Lessor, dated the\n            day of             2011. \n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| CLEAR CHANNEL BROADCASTING, INC. as Lessee |\n| | |\n| By:  |   |   |\n| | |\n| Name: |   | |\n| | |\n| Title: |   | |\n\n *Exhibit A – Delivery and Acceptance Certificate*", "source": "agreement_1.md" }, { "id": "28", "text": "**Exhibit B** \n\n **REDELIVERY CERTIFICATE** \n\n DATE:\n            , 20             \n\n PLACE:             ,              \n\n\nYET AGAIN INC. does hereby accept redelivery of one (1) Dassault-Breguet Mystere Falcon 900 aircraft which consists of an airframe bearing FAA\nRegistration Number N5VJ and Manufacturer’s Serial No. 27 together with its three (3) installed Garrett TFE-731 series engines bearing manufacturer’s serial numbers P-97154, P-97152 and P-97318, its installed avionics and parts\nand all logbooks, documents and records related thereto in accordance with the Aircraft Lease Agreement between Clear Channel Broadcasting, Inc., as Lessee, and Yet Again Inc. as Lessor, dated the\n            day of             2011. \n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| YET AGAIN INC. as\nLessor |\n| | |\n| By:  |   |   |\n| | |\n| Name: |   | |\n| | |\n| Title: |   | |\n\n *Exhibit B – Redelivery Certificate* \n\n\n![](https://www.sec.gov/akam/13/pixel_37562a24?a=dD02NjkwMTI0NmM3MDE3NzA3MDExMDk4NjAzN2NmZDBiZjc3NzNmMzRkJmpzPW9mZg==)", "source": "agreement_1.md" }, { "id": "29", "text": "EX-10.1\n2\ndex101.htm\nAIRCRAFT DRY LEASE\n\nAircraft Dry Lease\n**Exhibit 10.1** \n\n **AIRCRAFT DRY LEASE** \n\n This Lease of aircraft is made effective as of June 12, 2008, by and\nbetween BH Holdings LLC, with an address of 700 17th St., Suite 1750, Denver, CO 80202 (“**Lessor**”) and Intrepid Potash, Inc., with an address of 700 17th St., Suite 1700, Denver, CO 80202 (“**Lessee**”).\n\n\n **RECITALS** \n\n The parties\nrecite that: \n\n WHEREAS, Lessor owns and is the registered owner of the airframe together with the Engines, APU(s) and all appliances, parts,\ninstruments, avionics and appurtenances thereto, including any replacement part(s) or engine(s) which may be installed on the Aircraft from time to time, and all logs, manuals and other records relating to such Aircraft (collectively, the\n“**Aircraft**”): \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| FAA Registration Number: |    | N518CL |\n| Aircraft Serial Number: |    | 5180 |\n| Aircraft Manufacturer: |    | Canadair, Ltd. |\n| Aircraft Model: |    | CL-600-2B16 |\n| Aircraft Year: |    | 1995 |\n| Engine Serial Numbers: |    | 807282 and 807284 |\n| Engine Manufacturer: |    | GE |\n| Engine Model: |    | CF-34-1A |", "source": "agreement_10.md" }, { "id": "30", "text": "WHEREAS, Lessee desires to lease the Aircraft under such terms and conditions as are mutually\nsatisfactory to the parties.", "source": "agreement_10.md" }, { "id": "31", "text": "The parties agree as follows: \n\n **SECTION ONE** \n\n **LEASE OF AIRCRAFT** \n\n For Four Thousand Four Hundred Twenty Nine Dollars ($4,429) per flight hour, Lessor agrees to lease the Aircraft to Lessee, Lessee acknowledges that\nLessor has also entered into a management agreement with Airmax, LLC, a limited liability company organized under the laws of the State of Colorado with an address at 8551 Aviator Lane, Centennial, CO 80112, pursuant to which Airmax, LLC shall\nmanage the Aircraft according to 14 C.F.R. Part 91 and Airmax, LLC’s policies. It shall be conclusively presumed between the parties that Lessee has fully inspected the Aircraft having knowledge that it is in good condition and repair and that\nLessee is satisfied with and has accepted the Aircraft in such condition and repair. \n\n **SECTION TWO** \n\n **TERM** \n\n This Lease will commence on the\ndate first above written and continue for one year after said date. Thereafter, this Lease will be automatically renewed on a month to month basis, unless sooner terminated by either party as hereinafter provided. Either party may at any time\nterminate this Lease upon thirty (30) days written notice to the other party, delivered personally or by certified mail, return receipt requested, at the address set forth above. \n\n **SECTION THREE** \n\n **PRIVATE AND COMMERCIAL OPERATION**", "source": "agreement_10.md" }, { "id": "32", "text": "**SECTION THREE** \n\n **PRIVATE AND COMMERCIAL OPERATION** \n\n Neither Lessee nor Lessor will make the Aircraft available for hire within the meaning of the Federal Aviation Regulations. The Aircraft must be operated\nin accordance with 14 C.F.R. Part 91 at all times, Lessor and Lessee hereby agree that Lessee shall have complete and uncompromised operational control of the Aircraft under 14 C.R.R. Part 91 at all times the Aircraft is operated by Lessee under\nthis Lease. Lessee represents and warrants that it is leasing the Aircraft for either: \n\n (a) the personal transportation of Lessee and\nLessee’s guests where no charge, assessment or fee is made for such transportation; or \n\n  \n\n\n2", "source": "agreement_10.md" }, { "id": "33", "text": "(b) the transportation of Lessee’s officers, employees, guests and property where such\ntransportation is within the scope of or incidental to Lessee’s business. \n\n Lessee represents and warrants that it is not leasing the\nAircraft for the purpose of charter or lease to third parties which could be considered commercial air transportation or air transportation for hire as set out in the Federal Aviation Regulations. \n\n **SECTION FOUR** \n\n **INSURANCE**\n\n At all times during the term of this Lease, Lessor will also cause to be carried and maintained third party aircraft liability\ninsurance, passenger legal liability insurance, property damage liability insurance, and medical expense insurance in the amounts set forth below: \n\n  \n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | | | |\n| Combined Liability Coverage for Bodily Injury and Property Damage Including Passengers - |    | | |\n| Each Occurrence |    | $ | 250,000,000 |\n| | | | |\n| Medical Expense Coverage - |    | | |\n| Each Person |    | $ | 50,000 |\n| | | | |\n\n Lessee’s proportionate share of the cost of the above insurance is included in Lessee’s\nlease payments to Lessor. Lessee will also bear the cost of paying any deductible amount on any policy of insurance in the event of a claim or loss.", "source": "agreement_10.md" }, { "id": "34", "text": "Any policies of insurance carried in accordance with this Lease: (i) shall name Lessee as an additional insured; and (ii) shall contain a waiver by the underwriter thereof of any right of subrogation against\nLessor; and (iii) shall provide that in respect of the interests of Lessor, such policies of insurance shall not be invalidated by any action or inaction of Lessee or any other person and shall insure Lessor (subject to the limits of liability\nand war risk exclusion set forth in such policies) regardless of any breach or any \n\n\n  \n\n\n3", "source": "agreement_10.md" }, { "id": "35", "text": "violation of any warranty, declarations or conditions contained in such policies by Lessee or any other person; and (iv) shall provide that if the\ninsurers cancel insurance for any reason whatsoever, or the same is allowed to lapse for non-payment of premium, or if there is any material change in policy terms and conditions, such a cancellation, lapse or change shall not be effective as to\nLessee. Each liability policy shall be primary without right of contribution from any other insurance which is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate\nin the same manner as if there were a separate policy covering each insured. \n\n Lessor will submit this Lease for approval to the insurance\ncarrier for each policy of insurance on the Aircraft. Lessor will arrange for a Certificate of Insurance evidencing appropriate coverage as to the Aircraft and the satisfaction of the requirements set forth above to be given by its insurance\ncarriers to Lessee upon Lessee’s request. \n\n **SECTION FIVE** \n\n **RESTRICTIONS ON USE**", "source": "agreement_10.md" }, { "id": "36", "text": "**SECTION FIVE** \n\n **RESTRICTIONS ON USE** \n\n Lessee may operate the Aircraft only for the purposes and\nwithin the geographical limits set forth in the insurance policy or policies obtained in compliance with this Lease. The Aircraft will be operated at all times in accordance with the flight manual and all manufacturer’s suggested operating\nprocedures. Furthermore, Lessee will not use the Aircraft in violation of any foreign, federal, state, territorial, or municipal law or regulation and will be solely responsible for any fines, penalties, or forfeitures occasioned by any violation by\nLessee. If such fines or penalties are imposed on Lessor and paid by Lessor, Lessee will reimburse Lessor for the amount thereof within thirty (30) days of receipt by Lessee of written demand from Lessor. Lessee will not base the Aircraft, or\npermit it to be based, outside the limits of the United States of America, without the written consent of Lessor. \n\n  \n\n\n4", "source": "agreement_10.md" }, { "id": "37", "text": "The Aircraft will be flown only by certificated and qualified pilots and will be maintained only by\ncertificated and qualified mechanics.Lessor agrees, represents and warrants that Lessee may make an independent choice in selecting crew members that Lessee uses on Lessee flights. \n\n Lessee will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Aircraft. Lessee will promptly, at its\nown expense, take such action as may be necessary to discharge any lien not excepted above if the same will arise at any time. \n\n This Lease\nshall be subject and subordinate in law and equity to any existing or future security interest, mortgage or deeds of trust placed by Lessor upon the Aircraft. \n\n Lessee acknowledges and agrees that the Aircraft shall not be available for use by Lessee during periods when Lessor is using the Aircraft or has reserved the Aircraft for use. \n\n **SECTION SIX** \n\n **INSPECTION BY LESSOR**\n\n Lessee agrees to permit Lessor or any authorized agent to inspect the Aircraft at any reasonable time and to furnish any information\nin respect to the Aircraft and its use that Lessor may reasonably request. \n\n **SECTION SEVEN** \n\n **ALTERATIONS** \n\n Except in accordance with\nother written agreements entered into subsequent to the date of this Lease between Lessee and Lessor regarding maintenance of the Aircraft, Lessee will not have the right to alter, modify, or make additions or improvements to the Aircraft without\nthe permission of Lessor. All such alterations, modifications, additions, and improvements as are so made will become the property of Lessor and will be subject to all of the terms of this Lease. \n\n  \n\n\n5", "source": "agreement_10.md" }, { "id": "38", "text": "**SECTION EIGHT** \n\n **MAINTENANCE AND REPAIR** \n\n Lessee shall inspect the Aircraft and all maintenance records pertaining to\nthe Aircraft and confirm the airworthiness of the Aircraft prior to each flight under this Lease. If Lessee determines any repair or maintenance should be completed prior to any flight, Lessee shall not operate the Aircraft until such time as\ncertificated and qualified mechanics have completed such repairs or maintenance. Lessor shall schedule and pay for all repairs and maintenance on the Aircraft during the term of this Lease, including all ferry flights and transportation charges on\nreplacements parts and accessories. Lessee’s proportionate share of the cost of all such repairs and maintenance is included in Lessee’s lease payments to Lessor. Lessor will be entitled to any and all salvage from broken or worn out\nparts. \n\n All inspections, repairs, modifications, maintenance, and overhaul work to be accomplished by Lessor will be performed by personnel\ncertificated to perform such work and will be performed in accordance with the standards set by the Federal Aviation Regulations. Lessee will maintain all log books and records pertaining to the Aircraft during the term of this Lease in accordance\nwith the Federal Aviation Regulations. Such records will be made available for examination by Lessor, and at the termination of this Lease, Lessee will deliver such records to Lessor. Lessee agrees and acknowledges that Lessor has arranged for the\nAircraft to be maintained by Airmax, LLC in accordance with 14 C.F.R. Part 91, and accordingly, Lessee shall provide the Aircraft records and logbooks to Airmax, LLC as required by Airmax, LLC to maintain the Aircraft. \n\n  \n\n\n6", "source": "agreement_10.md" }, { "id": "39", "text": "**SECTION NINE** \n\n **TITLE** \n\n The registration of and title to the Aircraft will be in the name of the Lessor, and the\nAircraft, at all times during the term of this Lease or any extension, will bear United States registration markings. All responsibility and obligations in regard to the operation of the Aircraft as above owned, registered, and marked will be borne\nby Lessee during the term of this Lease. \n\n **SECTION TEN** \n\n **PAYMENT OF TAXES** \n\n Lessee will pay all taxes associated with Lessee’s use of the Aircraft on\nLessee’s own business, including landing fees, fuel taxes, and any other taxes or fees which may be assessed against a specific flight by Lessee. \n\n **SECTION ELEVEN** \n\n **ASSIGNMENT** \n\n Lessee shall not assign this Lease or any interest in the Aircraft, or sublet the Aircraft, without prior consent of Lessor. Subject to the foregoing,\nthis Lease inures to the benefit of, and is binding on, the heirs, legal representatives, successors, and assigns of the parties. \n\n **SECTION TWELVE** \n\n **ACCIDENT AND CLAIM** \n\n Lessee will immediately notify Lessor and Airmax, LLC of each accident involving the Aircraft, which notification will specify the time, place, and nature of the accident or damage, the names and addresses of parties\ninvolved, persons injured, witnesses, and owners of properties damaged, and such other information as may be known. Lessee will advise Lessor of all correspondence, papers, notices, and documents whatsoever received by Lessee in connection with any\nclaim or demand involving or relating to the Aircraft or its operation, and will aid in any investigation instituted by Lessor and in the recovery of damages from third persons liable therefor. \n\n  \n\n\n7", "source": "agreement_10.md" }, { "id": "40", "text": "**SECTION THIRTEEN** \n\n **RETURN OF AIRCRAFT TO LESSOR** \n\n Upon the conclusion of each flight conducted by Lessee under this\nLease, Lessee will return the Aircraft to Lessor at the Centennial Airport, Englewood, Colorado, in as good operating condition and appearance as when received, ordinary wear, tear and deterioration excepted, and will indemnify Lessor against any\nclaim for loss or damage occurring prior to the actual physical delivery of the Aircraft to Lessor. \n\n **SECTION FOURTEEN** \n\n **MODIFICATION OF AGREEMENT** \n\n This Lease\nconstitutes the entire understanding between the parties, and any change or modification must be in writing and signed by both parties. \n\n  \n\n\n8", "source": "agreement_10.md" }, { "id": "41", "text": "**SECTION FIFTEEN** \n\n **GOVERNING LAW** \n\n This Lease is entered into under, and is to be construed in accordance with, the laws\nof the State of Colorado. \n\n **SECTION SIXTEEN** \n\n **TRUTH IN LEASING STATEMENT** \n\n THE AIRCRAFT, A CANADAIR LTD., CL-600-2B16, MANUFACTURER’S SERIAL\nNO. 5180, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N518CL, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE. \n\n 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,\nINTREPID POTASH, INC. 700 17TH ST., SUITE 1700, DENVER, CO 80202, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE. \n\n AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. \n\n THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.", "source": "agreement_10.md" }, { "id": "42", "text": "THE UNDERSIGNED DAVID W. HONEYFIELD AS THE EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF INTREPID POTASH, INC. 700 17TH ST.,\nSUITE 1700, DENVER, CO 80202, CERTIFIES THAT INTREPID POTASH, INC. IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I UNDERSTAND ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. \n\n SIGNED, /s/ David W. Honeyfield, DAVID W. HONEYFIELD. \n\n  \n\n\n9", "source": "agreement_10.md" }, { "id": "43", "text": "IN WITNESS WHEREOF, the parties have executed this Lease. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| **LESSOR** |\n| |\n| **BH Holdings LLC** |\n| | |\n| By:  |   | Intrepid Oil & Gas, LLC |\n| |   | Its: |   | Manager |\n| |   | |   | By:  |   | Intrepid Production Corporation |\n| |   | |   | Its:  |   | Manager |\n| | | | | |\n| |   | |   | |   | x |   | /s/ Robert P. Jornayvaz III |\n| |   | |   | |   | By:  |   | Robert P. Jornayvaz III |\n| |   | |   | |   | Its:  |   | President |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **LESSEE** |\n| |\n| **Intrepid Potash, Inc.** |\n| | |\n| By:  |   | /s/ David W. Honeyfield |\n| |   | David W. Honeyfield Its: Executive Vice President,\n       Chief Financial Officer and Treasurer |", "source": "agreement_10.md" }, { "id": "44", "text": "**INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”** \n\n **REQUIREMENTS** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | Mail a copy of the lease agreement to the following address via certified mail, return receipt requested, immediately upon execution of the agreement (14 C.F.R. 91.23 requires that\nthe copy be sent within twenty-four hours after it is signed): |\n\n Federal Aviation Administration \n\n Aircraft Registration Branch \n\n ATTN: Technical\nSection \n\n P.O. Box 25724 \n\n Oklahoma City, Oklahoma 73125 \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | Telephone the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under this lease agreement. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3. | Carry a copy of the lease agreement in the aircraft at all times. |", "source": "agreement_10.md" }, { "id": "45", "text": "EX-10.1\n3\ndex101.htm\nAMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT\n\nAmendment No. 1 to Aircraft Lease Agreement\n**Exhibit 10.1** \n\n\n**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**BETWEEN** \n\n\n**WHL MANAGEMENT LLC** \n\n\n**A CALIFORNIA LIMITED LIABILITY COMPANY** \n\n\n**AS LESSOR** \n\n\n**AND** \n\n\n**WILLIAMS-SONOMA, INC.** \n\n\n**A CALIFORNIA CORPORATION** \n\n\n**AS LESSEE** \n\n\n**DATED** \n\n\n**MAY 26, 2010**", "source": "agreement_11.md" }, { "id": "46", "text": "**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**AMENDMENT NO. 1 TO AIRCRAFT LEASE\nAGREEMENT** (this “**Amendment**”) dated May\n\n 26, 2010 (the “**Effective\nDate**”), by and between **WHL MANAGEMENT LLC**, a California \n\n limited liability company\n(“**Lessor**”), and **WILLIAMS-SONOMA, INC.**,a California corporation \n\n\n(“**Lessee**”). \n\n\n**RECITALs** \n\n\n**WHEREAS**, Lessor and Lessee are parties to that certain Aircraft Lease Agreement dated \n\n\nMay 16, 2008 (the “**Agreement**”); \n\n\n**WHEREAS**, Lessor, Lessee and Bank of America, N.A. (“**Bank**”) are parties to that\n\n\n certain Consent to Lease and Assignment dated May 16, 2008 (“**Consent**”); and \n\n\n**WHEREAS**, Lessee and Mr. Howard Lester (“**Executive**”) are parties to that certain\n\n\n Retirement and Consulting Agreement dated January 25, 2010 (the “**Consulting Agreement**”); \n\n\nand \n\n\n**WHEREAS,** pursuant to the Consulting Agreement, the parties agreed to maintain the full \n\n\n36-month term of the Agreement and the Executive agreed to cause Lessor to give Lessee an \n\n\noption to purchase the Aircraft; and \n\n\n**WHEREAS**,the parties desire to amend the Agreement to incorporate the agreements \n\n\nregarding the Aircraft set forth in the Consulting Agreement. \n\n\n**NOW, THEREFORE**, in consideration of the mutual covenants and agreements set forth\n\n\n herein, and for other good and valuable consideration, the sufficiency of which is hereby", "source": "agreement_11.md" }, { "id": "47", "text": "herein, and for other good and valuable consideration, the sufficiency of which is hereby \n\n\nacknowledged, the parties hereto agree as follows: \n\n\n**AGREEMENT** \n\n\n1. **CAPITALIZED TERMS.** All capitalized terms used herein and not otherwise defined shall have the\nmeaning set forth in the Agreement. \n\n 2. **AMENDMENT OF\nAGREEMENT**. \n\n **(a)** The parties agree that the retirement of the Executive\nconstitutes a Retirement Event under the Agreement. Notwithstanding such Retirement Event, the parties agree that the Lease Term of the Agreement shall continue and that the Agreement shall not terminate pursuant to Section 15 due to such\nRetirement Event. \n\n **(b)** The parties agree that the Agreement is hereby amended to provide that Lessee shall have the\noption to purchase the Aircraft from Lessor on the expiration of the Lease Term (the “**Option**”) for the purchase price of **US$32,000,000** (the “**Purchase Price**”). Lessee shall provide Lessor with\npreliminary, non-binding written notice of Lessee’s intent whether or not to exercise the Option (the “**Preliminary Notice**”) on or within thirty (30) days prior to December 1, 2010. Regardless\n\n\n  \n\n\n1.", "source": "agreement_11.md" }, { "id": "48", "text": "of the intent expressed by Lessee in the Preliminary Notice, Lessee shall provide Lessor with binding, final written notice of Lessee’s intent to exercise the Option (the “**Option\nNotice**”) on January 3, 2011 (the “**Exercise Date**”); the Option Notice may not be delivered by Lessee prior to the Exercise Date and shall not be deemed to be binding or effective prior to the Exercise Date. If\nLessee fails to provide the Option Notice on the Exercise Date, then the Option shall be void. If Lessee elects to exercise the Option, then: \n\n\n**(i)** Lessee’s acquisition of the Aircraft shall occur on Monday, May 16, 2011, or such other date that is mutually\nagreeable to the parties (the “**Closing Date**”). On or before the Closing Date, Lessee shall, at its sole expense, position the Aircraft in Portland, Oregon or other mutually agreeable location in the continental United States\n(“**Closing Location**”). \n\n **(ii)** Prior to the Closing Date, Lessor shall position an original executed FAA\nLease Termination for the Agreement, an FAA Bill of Sale, and any and all other documents necessary to convey good and marketable title to the Aircraft free and clear of all liens and encumbrances to Lessee (except for the Warranty Bill of Sale\nreferred to below) with the law firm of Daugherty, Fowler, Peregrin, Haught & Jenson in Oklahoma City, Oklahoma (“**Escrow Agent**”). Prior to the Closing Date, Lessee shall position an original executed FAA Lease Termination\nfor the Agreement and FAA Registration Application with Escrow Agent.", "source": "agreement_11.md" }, { "id": "49", "text": "**(iii)** On the Closing Date and at the Closing\nLocation, Lessor shall have an authorized individual present, with proof of authorization, to execute and deliver to Lessee (1) a Warranty Bill of Sale substantially in the form attached hereto and incorporated herein as **Exhibit 1-A**;\n(2) an Assignment of Warranties substantially in the form attached hereto and incorporated herein as **Exhibit 1-B**; (3) a Receipt for Funds substantially in the form attached hereto and incorporated as **Exhibit 1-C**; and\n(4) California Statements of Exemption substantially in the form attached hereto and incorporated herein as **Exhibit 1-D**. On the Closing Date and at the Closing Location, Lessee shall have an authorized individual present, with proof of\nauthorization, to execute and delivery to Lessor the Delivery Receipt substantially in the form attached hereto and incorporated as **Exhibit 1-E**; and the California Statements of Exemption substantially in the form attached hereto and\nincorporated herein as **Exhibit 1-D**. \n\n **(iv)** Lessor shall deliver to Lessee any items that Lessor has removed or\nretained from the Aircraft, if any, prior to the Closing (as defined below). All return conditions of Section 9 shall be waived upon acquisition of the Aircraft by Lessee. Except with respect to the situations identified in\n**Section 2(b)(v)** below, the Aircraft will be sold to Lessee regardless of its then-current condition, as-is and with all faults. The Aircraft registration number, N878HL, shall be transferred to Lessee upon the Closing.", "source": "agreement_11.md" }, { "id": "50", "text": "**(v)** For the avoidance of doubt, the parties hereby state that Lessor shall remain responsible to make any Capital Improvements\nunder Section 5(l) of the Agreement until the Closing. If the Aircraft requires Capital Improvements to keep the Aircraft airworthy and Lessor makes such Capital Improvements after January 25, 2010, and prior to the Closing, then the\nPurchase Price shall be adjusted upwards to account for the increased value of the Aircraft resulting therefrom at the time of completion of such Capital Improvements. If the parties cannot agree on the increase in value of the Aircraft due to such\nCapital Improvements, then an appraisal will be performed to determine the increase in Aircraft value, if any, that is proximately caused solely as a result of such Capital Improvements. The appraisal will be conducted by a panel of three\n(3) experienced aircraft appraisers, with each party selecting, and bearing the expense of, one (1) appraiser and the two (2) appraisers thus appointed selecting the third appraiser, who will act as chairman and whose expense will be\nborne equally by both \n\n  \n\n\n2.", "source": "agreement_11.md" }, { "id": "51", "text": "parties. The findings of the two (2) appraisers which are closest in value shall be averaged and shall constitute the increase in value, if any, of the Aircraft due to such Capital\nImprovements. Notwithstanding the foregoing, the appraisal process described above shall be for the limited purpose described above and shall not be used to revalue the entire Aircraft. The parties also agree that if during the period of time from\nthe Lessee’s issuance of the Option Notice up to and including the Closing: \n\n **(aa)** the Aircraft is\ndamaged in a manner that would trigger Lessee’s obligation of indemnification under Section 14(c) of the Agreement, then Lessee’s acquisition of the Aircraft under the Option shall satisfy any and all of the obligations of Lessee to\nLessor under Section 14(c) of the Agreement, \n\n **(bb)** the Aircraft is damaged (but not destroyed) in\na manner that would trigger a claim and payment from the insurer under the hull insurance for the Aircraft, then the Purchase Price shall be decreased by the amount of such payment, or, if the amount of such payment is not known prior to Closing,\nthen Lessor shall assign such payment to Lessee at Closing, \n\n **(cc)** the Aircraft is destroyed or\ndetermined to be a total loss, then the Option shall terminate, Lessor and Lessee shall be released from their obligations under this Amendment including Lessee’s obligation to purchase the Aircraft and the Agreement shall terminate. In such\nevent, any hull insurance payable with respect to the Aircraft shall be paid to Bank, to the extent of its interest under the Aircraft Mortgage, with any surplus being retained by Lessor.", "source": "agreement_11.md" }, { "id": "52", "text": "**(vi)** THE AIRCRAFT IS BEING SOLD TO LESSEE BY LESSOR HEREUNDER “AS IS,” AND, EXCEPT AS SET FORTH IN THE WARRANTY BILL OF\nSALE, LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER\nDEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE\nAIRCRAFT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT. \n\n **(vii)**The parties agree that the term Taxes shall be expanded to include sales, use, retail, or other taxes that may be imposed on the Aircraft, Lessor or Lessee as a result of the purchase, sale or delivery of the Aircraft from Lessor to Lessee or\nuse of the Aircraft by Lessee after Closing; *provided, however,* that Taxes shall not include any taxes to the extent that they relate to any income or capital gain taxes that may be imposed on Lessor on the sale of the Aircraft to Lessee.", "source": "agreement_11.md" }, { "id": "53", "text": "**(viii)** The Cape Town Convention will be applicable to the sale of the Aircraft under the Option. The parties agree to\ncooperate and perform such acts as necessary to register at Closing, Lessee’s purchase of the Aircraft including, without limitation, its engines, as a contract of sale under the Cape Town Convention. The parties further agree to each appoint\nEscrow Agent as its professional user entity in regard to the Aircraft including, without limitation, its engines in order for Escrow Agent to register the contract of sale at Closing. Lessee shall not register any prospective contract of sale with\nthe International Registry with respect to the Aircraft or any part thereof; any contracts of sale registered with respect to the Option shall occur at Closing. \n\n  \n\n\n3.", "source": "agreement_11.md" }, { "id": "54", "text": "**(ix)** Lessor’s right to terminate the Agreement pursuant to Section 15 of\nthe Agreement shall not be impacted by the exercise of the Option by Lessee. Termination of the Agreement by Lessor or Lessee pursuant to Section 15 of the Agreement shall terminate the Option. Upon execution of this Amendment, (i) Lessee\nshall no longer have the right to terminate the Agreement pursuant to the penultimate sentence of Section 15 of the Agreement or pursuant to Section 2(b)(iii) of the Consent; (ii) Lessee’s right to terminate the Agreement\npursuant to the remainder of Section 15 of the Agreement and Section 2(b)(ii) of the Consent shall not be impacted by the exercise of the Option by Lessee; and (iii) if, on May 16, 2011, the conditions of Closing described in\nSection 2(b)(x) of this Amendment are not met by Bank or Lessor, then Lessee may elect to terminate the Option, not purchase the Aircraft, and return the Aircraft to Lessor as set forth in the Agreement.", "source": "agreement_11.md" }, { "id": "55", "text": "**(x)** On the Closing Date and upon (i) Lessee’s confirmation it is prepared to transfer the Purchase Price to Lessor in\ncompliance with Lessor’s instructions (which may include, without limitation, instructions for payment of the Purchase Price directly to Bank), (ii) Bank’s confirmation that upon Lessee’s payment to Bank of the Purchase Price (or\nas much of the Purchase Price as Lessor directs Lessee to pay to Bank), Bank will release its lien release documents with respect to the Aircraft, (iii) Lessor’s confirmation that upon Lessee’s payment of the Purchase Price, and the\nfiling of the documents positioned with Escrow Agent, the Aircraft shall be conveyed to Lessee with good and marketable title, free and clear of all liens and encumbrances, and that Escrow Agent has been provided with such irrevocable instructions,\nand (iv) Escrow Agent’s confirmation that it has received all necessary documents and is prepared to file them with the Federal Aviation Administration, then: (v) Lessee shall initiate transfer of the Purchase Price to Lessor and/or\nBank, as applicable, by wire transfer and provide confirmation number(s) for same, and (vi) Escrow Agent shall initiate filing of the documents identified in **Section 2(b)(ii)** with the Federal Aviation Administration. After steps\n(i) – (vi) are complete, Lessor shall deliver the Aircraft to Lessee and Lessee shall accept the Aircraft by executing and delivering the documents identified in **Section 2(b)(iii)**. The completion of all the items in the\npreceding two sentences shall constitute the “**Closing**”. Without altering Lessee’s obligations with respect to maintaining the condition of the Aircraft under the Agreement, all risk of loss or damage to the Aircraft shall\ntransfer to Lessee upon the Closing Delivery.", "source": "agreement_11.md" }, { "id": "56", "text": "3. **GOVERNING LAW/JURISDICTION.**This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. The parties hereby submit to the\nexclusive jurisdiction and venue of any court (federal, state or local) having situs within the State of California. \n\n 4.\n**COUNTERPARTS**. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the\nsame instrument. \n\n 5. **NO FURTHER AMENDMENT; TREATMENT\nOF TRANSACTIONS**. Except as modified pursuant to this Amendment, the Agreement and the Consent shall remain unmodified and in full force and effect, and the parties hereto confirm that the Agreement\nand Consent shall remain in effect except as amended hereby. Prior to the Closing, Lessor and Lessee shall report the Lease and the Option as separate transactions for financial accounting and federal, state and local income and other tax purposes.\nLessor and Lessee shall continue to report Lessor as being the owner of the Aircraft for accounting and tax purposes until the Closing. \n\n\n(SIGNATURES ON NEXT PAGE) \n\n  \n\n\n4.", "source": "agreement_11.md" }, { "id": "57", "text": "The parties have executed this Amendment as of the day and year first written above.\n\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **LESSOR:** |    | **LESSEE:** |\n| | |\n| **WHL MANAGEMENT LLC** |    | **WILLIAMS-SONOMA, INC.** |\n| a California limited liability company |    | a California corporation |\n|   By: /s/ R. Kirk Lester |    | By: /s/ Sharon L. McCollam |\n|   Printed Name: R. Kirk Lester |    | Printed Name: Sharon L. McCollam |\n|   Its:\nManager |    | Its: Executive Vice President, Chief |\n| |    |   Operating and Chief Financial Officer |\n| WHL Management LLC |    | Williams-Sonoma, Inc. |\n| Address: c/o R. Kirk Lester, PO Box 1475 |    | Address: 3250 Van Ness Avenue |\n| Rancho Mirage, CA 92270 |    | San Francisco, CA 94109 |\n| Phone: 760-779-5236 |    | Phone: 415-616-8775 |\n| Fax: 703-837-1592 |    | Fax: 415-439-1067 |\n| Attn: R. Kirk Lester |    | Attn: Sharon McCollam |\n| E-mail: kirk@rklester.com |    | E-mail: smccollam@wsgc.com |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| Acknowledged and consented to by: |\n| |\n| BANK OF AMERICA, N.A. |", "source": "agreement_11.md" }, { "id": "58", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| By: |   | /s/ Lucia Walsh |\n| | |\n| Name: |   | Lucia Walsh |\n| | |\n| Title: |   | Vice President |\n\n\n \n\n\n5.", "source": "agreement_11.md" }, { "id": "59", "text": "**EXHIBIT 1-A** \n\n\n**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**WARRANTY BILL OF SALE** \n\n\nKNOW ALL MEN BY THESE PRESENTS: \n\n THAT WHL\nManagement LLC (“Seller”) is the owner of the full legal and beneficial title to that certain 2007 Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing manufacturer’s serial number 9261, currently registered as\nN878HL, together with two (2) Rolls-Royce Deutschland BR700-710A2-20 engines installed thereon, bearing manufacturer’s serial numbers 12633 and 12634 and all other appliances, avionics, parts, additions, appurtenances, accessories,\ninstruments, components, systems, furnishings, and other items of equipment now installed thereon, and all flight manuals, log books and records required by the United States Federal Aviation Administration, relating to said aircraft, engines,\ncomponents and systems as further described in the Aircraft Delivery Receipt to be executed at acceptance by Williams-Sonoma, Inc. (“Purchaser”) (collectively, the “Aircraft”). \n\n\nTHAT for and in consideration of the sum of $10.00 and other valuable consideration, Seller does on the date hereof grant, convey, transfer, bargain,\nsell, deliver and set over, all of its right, title and interest in and to the Aircraft unto Purchaser.", "source": "agreement_11.md" }, { "id": "60", "text": "THAT Seller hereby warrants to\nPurchaser, its successors and assigns, that there is hereby conveyed to Purchaser good and marketable title to the Aircraft free and clear of any and all mortgages, claims, liens, charges, leases, rights of others, security interests or other\nencumbrances of any kind, and that it will warrant and defend such title forever against all claims and demands whatsoever. \n\n\nTHE AIRCRAFT IS BEING SOLD TO LESSEE BY LESSOR HEREUNDER “AS IS,” \n\n\nAND, EXCEPT AS SET FORTH IN THE WARRANTY BILL OF SALE, LESSOR SHALL \n\n\nNOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, \n\n\nEXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, \n\n\nOPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, AS TO \n\n\nTHE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT \n\n\nDISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, \n\n\nTRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON \n\n\nSTRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR \n\n\nWORKMANSHIP OF THE AIRCRAFT OR ANY OTHER REPRESENTATION OR \n\n\nWARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE \n\n\nAIRCRAFT. \n\n\n**IN WITNESS WHEREOF**, Seller has caused this instrument\nto be executed by its duly authorized officer on this              day of\n                    , 2011. \n\n  \n\n\n1-A-1", "source": "agreement_11.md" }, { "id": "61", "text": "| |\n| --- |\n| |\n| **SELLER:** |\n| |\n| **WHL MANAGEMENT LLC**\na California limited liability company |\n| |\n| By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |\n| Printed Name: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |\n| Title: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |\n| Location of Delivery: Portland, Oregon |\n| |\n| Date: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |\n| Time: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |\n| Airframe Hours: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |\n| Engine Hours: Left                   \n         Right                          \n |\n\n  \n\n\n1-A-2", "source": "agreement_11.md" }, { "id": "62", "text": "| | | | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | | | |\n| STATE OF OREGON |    |   |    | ) |   |  \nCAPACITY CLAIMED BY SIGNER Though\nstatute does not require the Notary to fill in the data below, doing so may prove invaluable\nto persons relying on the document. |\n|   |    | |    | ) ss. |   |\n| COUNTY OF               \n                       |    | |    | ) |   |\n| | |\n| On\n            , 2011, before me,\n                                        \n                                         \n                            ,\npersonally appeared\n                                         \n                                         \n                      , |   | ¨  Individual\n¨  Corporate Officer(s) |\n|     ¨ |   |   personally\nknown to me |   |                  \n                                         \n                     |\n|   |   | **-or-** |   | ¨  Partner(s) |   | ¨  Limited\n¨  General |\n|     ¨ |   | proved to me on the basis of satisfactory evidence |   |   |", "source": "agreement_11.md" }, { "id": "63", "text": "¨  General |\n|     ¨ |   | proved to me on the basis of satisfactory evidence |   |   |\n|   |   | |   | to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they\nexecuted the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. |   | ¨  Attorney-in-Fact\n¨  Trustee(s)\n¨  Guardian/Conservator |   |   |\n|   |   | |   |   | ¨  Other:             \n                                         \n               \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |   | |   | |    | |    | |   | |\n|   |   | |   | |    | |    | Witness my hand and official seal. |   | SIGNER IS REPRESENTING:\nName of person(s) or entity(ies) |\n| | | | | | | |\n|   |   | |   | |    | |    | |    |   |   | WHL Management LLC\n                         \n                                         \n             |\n| |   | |   | |    | |    |                     \n                                         \n                               |   | |", "source": "agreement_11.md" }, { "id": "64", "text": "|   | |\n|   |   |   |   |   |    |   |    | Signature of the Notary\n  |   |   |   |   |\n|  \nThis certificate must be attached to the document\ndescribed at right: |    |  \nTitle or Type of Document: Warranty Bill of Sale  \nNumber of Pages: 3 Date of Document:\n                                         \n                |\n|   |    |   |    |   Signer(s)\nother than named above: N/A   |   |   |   |   |", "source": "agreement_11.md" }, { "id": "65", "text": "1-A-3", "source": "agreement_11.md" }, { "id": "66", "text": "**Exhibit 1-B** \n\n\n**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**ASSIGNMENT OF WARRANTIES** \n\n\nKNOW ALL MEN BY THESE PRESENTS: \n\n In accordance\nwith the terms and conditions of the Option set forth in the Aircraft Lease Agreement between WHL Management LLC (“Seller”) and Williams-Sonoma (“Purchaser”) dated May 16, 2008, as amended, regarding that certain 2007\nBombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing manufacturer’s serial number 9261, currently registered as N878HL, together with two (2) Rolls-Royce Deutschland BR700-710A2-20 engines installed thereon, bearing\nmanufacturer’s serial numbers 12633 and 12634 and all other appliances, avionics, parts, additions, appurtenances, accessories, instruments, components, systems, furnishings, and other items of equipment now installed thereon, and all flight\nmanuals, log books and records required by the United States Federal Aviation Administration, relating to said aircraft, engines, components and systems as further described in the Aircraft Delivery Receipt to be executed at acceptance by Purchaser\n(collectively, the “Aircraft”): \n\n Seller hereby assigns to Purchaser, to the extent assignable, such rights as Seller may have under\n(a) any warranty (express or implied) with respect to the Aircraft and (b) any service policies or product agreements with respect to the Aircraft, in each case to the extent the same exist in favor of Seller and are capable of being\nassigned by or otherwise available to Purchaser (collectively, the “Assigned Rights”).", "source": "agreement_11.md" }, { "id": "67", "text": "Seller hereby acknowledges Purchaser’s\nright to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft to the extent assigned (and assignable) to Purchaser by Seller hereunder. \n\n\n**IN WITNESS WHEREOF**, Seller has caused this instrument\nto be executed by its duly authorized representative on                  , 2011. \n\n\n \n\n\n\n\n| |\n| --- |\n| |\n| **SELLER:** |\n| |\n| **WHL MANAGEMENT LLC**\na California limited liability company |\n| |\n| By:                       \n                                         \n                                 |\n| |\n| Printed\nName:                                        \n                                   |\n| |\n| Title:                       \n                                         \n                             |\n\n\n \n\n\n1-B-1", "source": "agreement_11.md" }, { "id": "68", "text": "**EXHIBIT 1-C** \n\n\n**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**RECEIPT FOR FUNDS** \n\n\nThe undersigned hereby acknowledges receipt of the sum of **$32,000,000** for payment of \n\n\nthat certain 2007 Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing \n\n\nmanufacturer’s serial number 9261, currently registered as N878HL, together with two (2) Rolls- \n\n\nRoyce Deutschland BR700-710A2-20 engines installed thereon, bearing manufacturer’s serial \n\n\nnumbers 12633 and 12634 and all other appliances, avionics, parts, additions, appurtenances, \n\n\naccessories, instruments, components, systems, furnishings, and other items of equipment now \n\n\ninstalled thereon, and all flight manuals, log books and records required by the United States \n\n\nFederal Aviation Administration, relating to said aircraft, engines, components and systems as \n\n\nfurther described in the Aircraft Delivery Receipt to be executed at acceptance by Purchaser \n\n\n(collectively, the “Aircraft”) \n\n\n**IN WITNESS WHEREOF**, the undersigned has caused this instrument to be\nexecuted by its \n\n duly authorized representative on\n                 , 2011. \n\n  \n\n\n\n\n| |\n| --- |\n| |\n| **WHL MANAGEMENT LLC** |\n| A California limited liability company |\n| |\n| By:                       \n                                         \n                                 |\n| |\n| Printed\nName:                                        \n                                    |\n| |\n| Title:                       \n                                         \n                             |\n\n\n \n\n\n1-C-1", "source": "agreement_11.md" }, { "id": "69", "text": "**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**EXHIBIT 1-D** \n\n\n***STATEMENTS OF EXEMPTION PURSUANT*** \n\n\n***TO SECTIONS 6247 AND 6248 OF THE CALIFORNIA SALES AND USE TAX LAW*** \n\n\n \n\n\n\n\n| | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | |\n| I hereby certify, under penalty of perjury under the laws of the State of California, that I delivered a |\n| 2007 |    | Bombardier BD-700-1A11 |    | 9261         |   | to |   | Williams-Sonoma, Inc. |    | at |\n| (Year) |    | (Make)     (Model) |    | (Serial No.) |   | |   | (Name of Buyer) |    | |", "source": "agreement_11.md" }, { "id": "70", "text": "| | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | |\n| Portland, Oregon |   | on |   | |   | on behalf of |   | WHL Management LLC |    | . |    |   |\n| (Out of State Location) |   | |   | (Date of Delivery) |   | |   | (Name of Seller) |    | |    | |\n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| Signed |    | |    |   |    | |    |   |\n| |    | (Signature of Person Making Delivery) |    | (Date) |    | |    | |\n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| Capacity |   | |    |   |\n| |   | (Salesman - Agent - Employee - Partner) |    | |", "source": "agreement_11.md" }, { "id": "71", "text": "| |\n| --- |\n| |\n| = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =\n= = = = = = = = = = = = = = = = |\n| |\n\n I hereby certify, under penalty of perjury under the laws of the State of California, that I took delivery of a\n\n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| 2007 |    | Bombardier |    | BD-700-1A11 |    | 9261 |    |   |\n| (Year) |    | (Make) |    | (Model) |    | (Serial No.) |    | |", "source": "agreement_11.md" }, { "id": "72", "text": "| | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | |\n| on |   |         , 2011 |   | at |   | Portland, Oregon |   |     from |   |     WHL Management LLC |   |   |\n| |   | (Date) |   | |   | (Out of State Location - City and State) |   | (Name of Person Delivering Aircraft) |   | |\n\n CHECK ONE OF THE FOLLOWING: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| ¨ | ***Non-Resident*****:** I further certify that the buyer does not have a residence in California where it resides permanently,\npersonally or recurrently and that this aircraft was purchased for use outside the State of California. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| x | ***California Resident*****:** I further certify that the buyer has a residence in California where it resides permanently, personally or\nrecurrently and that this aircraft was purchased for use in Interstate or Foreign Commerce pursuant to the provisions of California Sales and Use Tax Regulation §1620(b)(5)(C)3 summarized below. |", "source": "agreement_11.md" }, { "id": "73", "text": "I understand that the aircraft delivery must occur outside of California. One business trip must occur outside of California before\ninitial entry into the state. Subsequent to California entry and for the next six months, 50% or more of the flight time must be for interstate or foreign commerce purposes. If these requirements are not met, and if determined that use tax is due,\nthe buyer will pay it directly to the California State Board of Equalization. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| Signed |    |   |    |   |    |         , 2011 |    |   |\n| |    | (Purchaser or Agent) |    | (Title) |    | (Date) |    | |\n\n\n\n\n| |\n| --- |\n| |\n|   **= = = = = = = = = = = = = = = = = = = = = = = = = = =\n= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =** |", "source": "agreement_11.md" }, { "id": "74", "text": "On this\n     day of             , 2011, before me\n                                , a Notary Public in and for the county of\n                    , State of Oregon, duly commissioned and sworn, personally appeared before me, both\n                                 and\n                                , known to me\n***OR*** proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by\ntheir signatures on the instrument the persons, or the entities upon behalf of which the persons acted, executed the instrument. \n\n  \n\n\n1-D-1", "source": "agreement_11.md" }, { "id": "75", "text": "| | | |\n| --- | --- | --- |\n| | | |\n|             WITNESS my hand and official seal. |    |   |\n| |    | (Signature of Notary\nPublic)                     |", "source": "agreement_11.md" }, { "id": "76", "text": "**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT** \n\n\n**EXHIBIT 1-E** \n\n\n**AIRCRAFT DELIVERY RECEIPT** \n\n\n**WILLIAMS-SONOMA, INC.** (“Purchaser”) hereby accepts and acknowledges receipt from **WHL MANAGEMENT LLC** (“Seller”) in\naccordance with the terms and conditions of the Option set forth in the Aircraft Lease Agreement between Lessee and Lessor dated May 16, 2008, as amended (the “Agreement”), of that certain **2007 Bombardier Inc. Model BD-700-1A11\n“GLOBAL 5000”** aircraft, U.S. registration number **N878HL**, and bearing manufacturer’s serial number **9261**, including its **ROLLS-ROYCE DEUTSCHLAND\nBR710A2-20** engines, serial numbers **12633** and **12634**, and all other appliances, avionics, parts, additions, appurtenances, accessories, instruments, components, systems, furnishings, and other items of equipment now installed\nthereon, and all flight manuals, log books and records required by the United States Federal Aviation Administration (“**FAA**”) relating to said aircraft, engines, components and systems, including the equipment and accessories set\nforth in Schedule 1 attached hereto (collectively, the “**Aircraft**”). Purchaser has determined that the Aircraft has the following hours: \n\n  \n\n\n\n\n| |\n| --- |\n| |\n| Airframe:\n                         |\n| Engine S/N 12633:\n                             |\n| Engine S/N 12634:\n                             |", "source": "agreement_11.md" }, { "id": "77", "text": "IN WITNESS WHEREOF, this instrument has been duly signed by the undersigned authorized party, and the Aircraft accepted at\n                            Airport, in\n            , on             , 2011, at     a.m./p.m. local time. \n\n\n \n\n\n\n\n| |\n| --- |\n| |\n| **PURCHASER:** |\n| |\n| WILLIAMS-SONOMA, INC. a\nCalifornia corporation |\n| |\n| By:                       \n                                         \n                                 |\n| Print\nName:                                        \n                                       \n |\n| Its:                       \n                                         \n                                  |\n\n\n \n\n\n\n\n| |\n| --- |\n| |\n| **SELLER:** |\n| |\n| WHL MANAGEMENT LLC a\nCalifornia limited liability company |\n| |\n| By:                             \n                                         \n                     |\n| Print\nName:                                        \n                                   |\n| Its:                             \n                                         \n                      |\n\n  \n\n\n1-E-1", "source": "agreement_11.md" }, { "id": "78", "text": "| | | | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | | | |\n| STATE OF OREGON |    |   |    | ) |   |  \nCAPACITY CLAIMED BY SIGNER Though\nstatute does not require the Notary to fill in the data below, doing so may prove invaluable\nto persons relying on the document. |\n|   |    | |    | ) ss. |   |\n| COUNTY OF               \n                   |    | |    | ) |   |\n| | |\n| On\n            , 2011, before me,\n                                         \n                                         \n                                  ,\npersonally appeared\n                                         \n               , |   | ¨ Individual\n¨ Corporate Officer(s) |\n|     ¨ |   |   personally\nknown to me |   |                  \n                                         \n                     |\n|   |   | **-or-** |   | ¨ Partner(s) |   | ¨ Limited\n ¨ General |\n|     ¨ |   | proved to me on the basis of satisfactory evidence |   |   |\n|   |   | |   | to be the person(s) whose name(s) is/are subscribed to the within instrument and", "source": "agreement_11.md" }, { "id": "79", "text": "|   |   | |   | to be the person(s) whose name(s) is/are subscribed to the within instrument and\nacknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.\n |   | ¨ Attorney-in-Fact\n¨ Trustee(s)\n¨ Guardian/Conservator |   |   |\n|   |   | |   |   | ¨ Other:              \n                                         \n               \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |   | |   | |    | |    | |   | |\n|   |   | |   | |    | |    | Witness my hand and official seal. |   | SIGNER IS REPRESENTING:\nName of person(s) or entity(ies) |\n| | | | | | | |\n|   |   | |   | |    | |    | |    |   |   | Williams-Sonoma, Inc.\n                         \n                                         \n             |\n| |   | |   | |    | |    |                     \n                                         \n                        |   | |\n|   |   |   |   |   |    |   |    | Signature of the Notary\n  |   |   |   |   |", "source": "agreement_11.md" }, { "id": "80", "text": "|   |   |   |   |\n| This certificate must be attached to the document described at right: |    | Title or Type of Document: Aircraft Delivery Receipt\n  Number of Pages: 1 Date of Document:\n                     |\n|   |    |   |    |  \nSigner(s) other than named above: Representative of WHL Management LLC\n  |", "source": "agreement_11.md" }, { "id": "81", "text": "| | | | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | | | |\n| STATE OF OREGON |    |   |    | ) |   |  \nCAPACITY CLAIMED BY SIGNER Though\nstatute does not require the Notary to fill in the data below, doing so may prove invaluable\nto persons relying on the document. |\n|   |    | |    | ) ss. |   |\n| COUNTY OF               \n                   |    | |    | ) |   |\n| | |\n| On\n            , 2011, before me,\n                                         \n                                         \n                                  ,\npersonally appeared\n                                         \n               , |   | ¨ Individual\n¨ Corporate Officer(s) |\n|     ¨ |   |   personally\nknown to me |   |                  \n                                         \n                     |\n|   |   | **-or-** |   | ¨ Partner(s) |   | ¨ Limited\n ¨ General |\n|     ¨ |   | proved to me on the basis of satisfactory evidence |   |   |\n|   |   | |   | to be the person(s) whose name(s) is/are subscribed to the within instrument and", "source": "agreement_11.md" }, { "id": "82", "text": "|   |   | |   | to be the person(s) whose name(s) is/are subscribed to the within instrument and\nacknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.\n |   | ¨ Attorney-in-Fact\n¨ Trustee(s)\n¨ Guardian/Conservator |   |   |\n|   |   | |   |   | ¨ Other:              \n                                         \n               \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ |\n| |   | |   | |    | |    | |   | |\n|   |   | |   | |    | |    | Witness my hand and official seal. |   | SIGNER IS REPRESENTING:\nName of person(s) or entity(ies) |\n| | | | | | | |\n|   |   | |   | |    | |    | |    |   |   | WHL Management LLC\n                         \n                                         \n             |\n| |   | |   | |    | |    |                     \n                                         \n                        |   | |\n|   |   |   |   |   |    |   |    | Signature of the Notary\n  |   |   |   |   |", "source": "agreement_11.md" }, { "id": "83", "text": "|   |   |   |   |\n| This certificate must be attached to the document described at right: |    | Title or Type of Document: Aircraft Delivery Receipt\n  Number of Pages: 1 Date of Document:\n                     |\n|   |    |   |    |  \nSigner(s) other than named above: Representative of Williams-Sonoma, Inc.\n  |", "source": "agreement_11.md" }, { "id": "84", "text": "**SCHEDULE 1 TO AIRCRAFT\nDELIVERY RECEIPT** \n\n **AVIONICS AND EQUIPMENT**", "source": "agreement_11.md" }, { "id": "85", "text": "| |\n| --- |\n| |\n| **Lightning Sensor System (Honeywell)** |\n| **LH Entrance Jeppesen Manual (10max) Storage Drawer** |\n| **Noise Cancelling Headphones for Crew** |\n| **Wireless LAN** |\n| **Standby Analog Telephone Jack and Loose Equipment**\n**Handset (in Cockpit)** |\n| **Additional Wired Handset, without Cradle** |\n| **18.1 Inch LCD Pop Up Monitor in Credenza** |\n| **- 24 Inch Bulkhead Monitors. Quantity 2** |\n| **10.4 Inch Touchsecreen Monitor. Quantity 1** |\n| **- 3 in arm monitors** |\n| **Additional Galley Outlet (115v-60Hz)** |\n| **Utility Outlets For Cockpit (115VAC - 60Hz)** |\n| **Additional TRU & PDEs #5 and 6** |\n| **Service Lights Timer Cabin Power Override System** |\n| **Sunshield (Cockpit)** |\n| **Side Console Pouches in cockpit (connectors delta)** |\n| **Floor Mat Heaters (Entrance Area)** |\n| **Flight Compartment Printer** |\n| **Recliner Type Legrest, Single Seat (qty 6)** |\n| **Flexible Reading Light, Single Seat (qty 6)** |\n| **Flexible Reading Light, Double Seat (qty 2)** |\n| **Plug-in Headrest with Flexwings (qty 10)** |\n| **Single Seat Wide replacing Single Narrow Seat (qty 2)** |\n| **Three Place Divan** |\n| **Espresso Coffee Maker, Manual Fill** |\n| **Addition Fwd Cabin Windows (in Fwd Lavatory)** |", "source": "agreement_11.md" }, { "id": "86", "text": "| **Espresso Coffee Maker, Manual Fill** |\n| **Addition Fwd Cabin Windows (in Fwd Lavatory)** |\n| **Enviroclean System for Vacuum Toilet** |\n| **Electronic Flight Bag** |\n| **Logo Lights (Exterior)** |\n| **Enhanced Vision System** |\n| **Third FMS** |\n| **Flight Crew Quick Donning Oxygen Masks-Puritan Bennett** |\n| **Airshow: World Map Package** |\n| **Airshow: Day-Night Map with Times Zone** |\n| **Airshow: Static Logo** |\n| **Airshow: Video Briefing English and Non English** |\n| **Airshow: World Explorer** |\n| **Winglet Viewing Mirrors (Cockpit)** |\n| **Main Entry Door, Aft Handrail Extension** |\n| **Main Entry Door, Additional Airstair Storage** |\n| **Mid Cabin Bulkhead C/W Manual Sliding Frangible Door and**\n**EICAS Annunciation Half Bulkhead RHS** |\n| **Provisions for Electrical Outlet in LH Galley Annex** |\n| **Aft Lavatory Large 50.5 inch (EVAC vacuum toilet)** |", "source": "agreement_11.md" }, { "id": "87", "text": "TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL AVIONICS,\nONBOARD EQUIPMENT, LOOSE EQUIPMENT, MANUALS, DOCUMENTATION AND TECHNICAL PUBLICATIONS, NOW OWNED OR HEREAFTER ACQUIRED, AND ALL RECORDS AND LOGBOOKS (IN WRITTEN FORM OR AS COMPUTER DATA, DISCS OR TAPES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR\nCREATED, AND WHETHER IN THE POSSESSION OF CUSTOMER OR HELD ON BEHALF OF CUSTOMER BY OTHERS). \n\n  \n\n\nSchedule 1", "source": "agreement_11.md" }, { "id": "88", "text": "EX-10.7\n8\nex\\_152368.htm\nEXHIBIT 10.7\n\nex\\_152368.htm\n\n**Exhibit 10.7**\n\n\n \n\n\n**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.** \n\n\n \n\n\n**EXECUTION VERSION**\n\n\n\n\n\n\n\n\n\n\n\n \n\n\n**AMENDMENT****NUMBER FIVE****TO**\n\n\n**AIRCRAFT LEASE****AGREEMENT**\n\n\n\n\n \n\n\n \n\n\nDated as of June 20, 2019\n\n\n \n\n\n \n\n\nBETWEEN\n\n\n \n\n\n**WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION**\n\n\n**(f/k/a Wells Fargo Bank** **Northwest,** **National** **Association),** **not in** **its individual capacity,**\n\n\n**but solely as** **owner** **trustee**\n\n\n*as Lessor*\n\n\nAND\n\n\n \n\n\n \n\n\n**SUN COUNTRY, INC.**\n\n\n**DBA SUN COUNTRY AIRLINES**\n\n\n(formerly known as MN Airlines, LLC)\n\n\n*as Lessee*\n\n\n\n\n\nConcerning:\n\n\n \n\n\nOne (1) Boeing 737-700 (737-73V) Aircraft\n\n\nManufacturer’s Serial Number 30241\n\n\nU.S. Registration Number N710SY", "source": "agreement_12.md" }, { "id": "89", "text": "**AMENDMENT NUMBER FIVE TO AIRCRAFT LEASE AGREEMENT**\n\n\n\nThis AMENDMENT NUMBER FIVE TO AIRCRAFT LEASE AGREEMENT (this\"Amendment\") is dated as of June 20, 2019 and is entered into between WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (f/k/a Wells Fargo Bank Northwest, National Association), not in its individual capacity, but solely as owner trustee (\"Lessor\") and SUN COUNTRY, INC. DBA SUN COUNTRY AIRLINES (formerly known as MN Airlines, LLC), a corporation incorporated and existing under the laws of Minnesota (\"Lessee\").\n\n\n \n\n\n**RECITALS**", "source": "agreement_12.md" }, { "id": "90", "text": "**RECITALS**\n\n\n\nWHEREAS, C.I.T. Leasing Corporation (“CITLC”) and Lessee have previously entered into that certain Aircraft Lease Agreement dated as of January 14, 2009, as supplemented by that certain Lease Supplement dated as of January 30, 2009, which was recorded as one instrument by the Federal Aviation Administration on February 4, 2009 and assigned Conveyance No. SB003509, and as amended by that certain Amendment Number One to Aircraft Lease Agreement dated as of November 30, 2011, which was recorded by the Federal Aviation Administration on January 6, 2012 and assigned Conveyance No. JB004755, and as further amended by that certain Amendment Number Two to Aircraft Lease Agreement dated as of October 15, 2013, which was recorded by the Federal Aviation Administration on December 11, 2013 and assigned Conveyance No. NW006692, and as further amended by that certain Amendment Number Three to Aircraft Lease Agreement dated as of June 9, 2015, which was recorded by the Federal Aviation Administration on July 9, 2015 and assigned Conveyance No. KT013830, and as further assigned, assumed and amended by that certain Assignment, Assumption and Amendment Agreement dated as of August 22, 2016 among CITLC, as assignor, Lessor, as assignee, and Lessee, which was recorded by the Federal Aviation Administration on August 23, 2016 and assigned Conveyance No. SD009963, and as further amended by that certain Amendment Number Four to Aircraft Lease Agreement dated as of February 23, 2018, recorded by the Federal Aviation Administration on March 21, 2018 and assigned Conveyance No. DV022033 (the \"Lease\");", "source": "agreement_12.md" }, { "id": "91", "text": "WHEREAS, pursuant to the Lease, Lessee is currently leasing from Lessor one (1) Boeing 737-73V aircraft bearing Manufacturer's serial number 30241 and United States Registration Number N710SY and two (2) CFM International Inc. model CFM56-7B22 (also described in the FAA records as model CFM56-7B20) aircraft engines bearing manufacturer’s serial numbers 889727 and 889728 (as more fully described and defined in the Lease, the \"Aircraft\"); and\n\n\n \n\n\nWHEREAS, Lessee and Lessor desire amend certain provisions of the Lease as set forth in this Amendment.\n\n\n \n\n\nNOW, THEREFORE, in consideration of the mutual covenants herein set forth, Lessor and Lessee hereby agree as follows:\n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 1", "source": "agreement_12.md" }, { "id": "92", "text": "**AGREEMENT**\n\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| **1.** | **Definitions.** |\n\n\n\n“**Return****Modification****Amount**” has the meaning given to such term on Schedule 1 hereto.\n\n\n \n\n\nCapitalized terms not otherwise defined herein shall have the meanings given to them in the Lease.\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| **2.** | **Amendments to Lease.** |\n\n\n\n\n\n| | |\n| --- | --- |\n| 2.1 | The amendments to the Lease set forth in this Amendment shall be deemed effective upon execution of this Amendment. Lessee shall pay to Lessor the Return Modification Amount during the last calendar month of the Term, but in any event not later than the Expiration Date. Lessor and Lessee agree that in the event that Lessee fails to pay the Return Modification Amount in accordance with this Amendment, the revisions agreed to in Clause 2.2 below shall be null and void thus having the effect of restoring Exhibit B to the terms agreed to by the parties prior to the date of this Amendment. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 2.2 | Exhibit B to Aircraft Lease Agreement (Return Condition Requirements) |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| | Exhibit B shall be amended as follows: |\n\n\n \n\n\n(a)     GENERAL. Exhibit B, GENERAL section is hereby amended by deleting the following sub-sections in their entirety :", "source": "agreement_12.md" }, { "id": "93", "text": "(a)     GENERAL. Exhibit B, GENERAL section is hereby amended by deleting the following sub-sections in their entirety :\n\n\n \n\n\n(i)     The text of sub-section (2): “(2) The Aircraft exterior shall be washed and the interior shall be clean. The cockpit shall be repainted if required to eliminate existing stains, excessive wear, and inappropriate markings. Placards shall be replaced if unreadable, missing or not in the English language.”;\n\n\n \n\n\n(ii)    The text of sub-section (7): “(7) Cockpit windows shall have no crazing or delamination that exceed maintenance manual allowable limits, and passenger compartment windows shall have no crazing that obstructs the view from the windows. All equipment and furnishings in the interior of the Aircraft which are defective, damaged, or excessively worn shall be repaired or replaced by Lessee.”;\n\n\n \n\n\n(iii)   The text of sub-section (10): “(10) At the end of the Term, Lessee shall obtain an export certificate of airworthiness for the Aircraft and Lessor shall reimburse Lessee at Lessee's Actual Cost for the cost of any modifications required for the Aircraft to comply with the import requirements of such other country.”; and\n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 2", "source": "agreement_12.md" }, { "id": "94", "text": "(iv)    The text of sub-section (11): “(11) Prior to the Expiration Date, all temporary repairs accomplished during the Term, including repairs using blind fasteners (except to the extent that the use of blind fasteners is considered a permanent repair in accordance with the Airframe Manufacturer's structural repair manual for the Aircraft) and those requiring repetitive inspections or future upgrading, shall be upgraded to a permanent repair and all external doublers (scab patches) installed during the Term shall be replaced with flush repairs, all in accordance with the Manufacturer's maintenance manual, structural repair manual, or other FAA and Airframe Manufacturer approved data, provided, however, such replacement of a doubler shall not be required where installation of such doubler is (i) the only approved repair in accordance with the Manufacturer's maintenance manual, structural repair manual or other FAA approved data, (ii) the result of a Manufacturer recommended service bulletin accomplishment, or (iii) where a flush repair cannot be accomplished due to inaccessibility of the area.”\n\n\n \n\n\n(b)     PAINT. Exhibit B, PAINT is hereby amended by deleting in its entirety the following text of sub-section (1):", "source": "agreement_12.md" }, { "id": "95", "text": "(i)     “(1) The Aircraft fuselage including radome, wing to body fairings, wheel well doors, vertical stabilizer, and engine cowlings (if previously painted) shall be prepared for repainting in accordance with the Airframe Manufacturer’s recommended procedures, and the fuselage shall be repainted white using a quality paint acceptable to Lessor. All other areas of the Aircraft where paint is peeled, chipped or worn out, including control surfaces shall be restored as necessary to provide a uniform appearance. Preparation for such repainting shall include restoration of aerodynamic sealer in areas requiring aerodynamic sealer due to deterioration or missing sealant. All required placards and markings shall be in the English language and shall be replaced if not in English, or if deteriorated.”\n\n\n \n\n\n(c)     AIRFRAME. Exhibit B, AIRFRAME is hereby amended and restated in its entirety as follows:\n\n\n \n\n\n(i)     “(2) Immediately prior to redelivery of the Aircraft to Lessor, the Aircraft shall have no overdue tasks required by the MPD.”\n\n\n \n\n\n(d)     INTERIOR. Exhibit B, INTERIOR is hereby amended and restated in its entirety as follows:\n\n\n \n\n\n(i)     “The Aircraft shall be in the same configuration (including, but not limited to, interior seating configuration, galleys and lavatories) as at the time of Lessee’s last revenue flight.”\n\n\n \n\n\n(e)     INSPECTION. Exhibit B, INSPECTION is hereby deleted in its entirety and restated as follows:\n\n\n \n\n\n(i)     “The Aircraft is to be returned in serviceable condition with redelivery in Marana, Arizona.”\n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc.", "source": "agreement_12.md" }, { "id": "96", "text": "Lease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 3", "source": "agreement_12.md" }, { "id": "97", "text": "| | |\n| --- | --- |\n| **3.** | **REPRESENTATIONS AND WARRANTIES** |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 3.1 | Lessor's Representations and Warranties. Lessor hereby represents and warrants to Lessee as of the date of this Amendment that: |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | 3.1.1. | Lessor (i) is a national banking association organized, validly existing and in good standing under the laws of the United States of America and (ii) has the power and authority to enter into and perform its obligations under this Amendment; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | 3.1.2. | the execution and delivery by Lessor of this Amendment, the consummation by Lessor of the transactions contemplated herein and compliance with the terms and provisions hereof and thereof are within Lessor's corporate powers, do not and will not result in a violation of Lessor's charter, by-laws or other constitutional documents as currently in effect; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | 3.1.3. | the Lease, as amended by this Amendment, will constitute the legal, valid and binding and enforceable obligation of Lessor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in equity or at law); and |", "source": "agreement_12.md" }, { "id": "98", "text": "| | | |\n| --- | --- | --- |\n| | 3.1.4. | Lessor has received every consent, approval or authorization of, and has given every notice to, each Governmental Authority having jurisdiction with respect to the execution, delivery or performance of this Amendment and the performance of the Lease, as amended by this Amendment, and each other Operative Agreement (including all monetary and other obligations hereunder) that is required for Lessor to execute and deliver this Amendment and each other document to which it is a party, and to perform the transactions contemplated hereby and thereby, and each such consent, approval or authorization is valid and effective and has not been revoked. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 3.2 | Lessee's Representations and Warranties. Lessee hereby represents and warrants to Lessor as of the date of this Amendment that: |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | 3.2.1. | Lessee (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, U.S.A. and (ii) has the requisite company power and authority to enter into and perform its obligations under this Amendment; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | 3.2.2. | the execution and delivery by Lessee of this Amendment, the consummation by Lessee of the transactions contemplated herein and compliance with the terms and provisions hereof and thereof are within Lessee's corporate powers, do not and will not result in a violation of Lessee's charter, by-laws or other constitutional documents as currently in effect; |\n\n\n \n\n\n \n\n\nLease Amendment Number Five", "source": "agreement_12.md" }, { "id": "99", "text": "Lease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 4", "source": "agreement_12.md" }, { "id": "100", "text": "| | | |\n| --- | --- | --- |\n| | 3.2.3. | the Lease, as amended by this Amendment, will constitute the legal, valid and binding and enforceable obligation of Lessee, except as such enforceability may be  limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in equity or at law); and |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | 3.2.4. | Lessee has received every consent, approval or authorization of, and has given every notice to, each Governmental Authority having jurisdiction with respect to the execution, delivery or performance of this Amendment and the performance of the Lease, as amended by this Amendment, and each other Operative Agreement (including all monetary and other obligations hereunder) that is required for Lessee to execute and deliver this Amendment and each other document to which it is a party, and to perform the transactions contemplated hereby and thereby, and each such consent, approval or authorization is valid and effective and has not been revoked. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| **4.** | **No Other Modification.** |", "source": "agreement_12.md" }, { "id": "101", "text": "| | |\n| --- | --- |\n| **4.** | **No Other Modification.** |\n\n\n\n\n\n| | |\n| --- | --- |\n|   | Except as specifically provided in this Amendment, all of the terms and conditions of the Lease, including but not limited to all of Lessee's obligations and liabilities set forth therein, remain unmodified and are in full force and effect and the parties hereto hereby ratify the same. On and after the date hereof, each reference in the Lease to \"this Lease\", \"hereunder\", \"hereof\", or words of like import referring to the Lease shall mean and be a reference to the Lease as amended by this Amendment. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| **5.** | **Miscellaneous.** |\n\n\n\n\n\n| | |\n| --- | --- |\n| 5.1 | Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, U.S.A. APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 5.2 | Counterparts. This Amendment may be executed simultaneously in two or more counterparts and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |", "source": "agreement_12.md" }, { "id": "102", "text": "| | |\n| --- | --- |\n| 5.3 | Successors and Assigns. This Amendment shall be binding on and shall inure to the benefit of Lessee, Lessor and their respective successors and assigns. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 5.4 | Entire Agreement. This Amendment (including all Appendices hereto) constitutes the entire agreement of Lessor and Lessee concerning the revisions to the Lease set forth in Section 2 hereof, and any prior or contemporaneous written or oral understandings with regard to the subject matter hereof are superseded hereby in their entirety. |\n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 5", "source": "agreement_12.md" }, { "id": "103", "text": "| | |\n| --- | --- |\n| 5.5 | Transaction Costs. Whether or not the transactions contemplated hereby are consummated, each party hereto agrees to pay its own costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment and any other documents delivered in connection herewith, including without limitation the fees, expenses and disbursements of counsel, except as otherwise expressly set forth herein. Lessee and Lessor agree to share 50/50 the costs, including attorneys' fees and disbursements, incurred as legal fees and disbursements for McAfee & Taft, FAA counsel. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 5.6 | Time is of the Essence. Time and strict and punctual performance are of the essence with respect to each provision of this Amendment. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 5.7 | Further Assurances. Each of Lessor and Lessee hereby confirms for the benefit of the other party that it will promptly and duly execute and deliver any such further documents and assurances and take such further actions as the other party hereto may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Amendment. |\n\n\n \n\n\n[SIGNATURE PAGE FOLLOWS]\n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 6", "source": "agreement_12.md" }, { "id": "104", "text": "IN WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized officers to execute and deliver this Amendment Number Five to Aircraft Lease Agreement as of the date first above written.\n\n\n \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| SUN COUNTRY, INC. | WELLS FARGO TRUST COMPANY |\n| Lessee | NATIONAL ASSOCIATION (f/k/a Wells |\n| | Fargo Bank Northwest, National |\n| | Association), not in its individual capacity, |\n| | but solely as owner trustee |\n| | Lessor |\n| | |\n| By:  | By: /s/ Hillary Pavia |\n| | |\n| Name:  | Name: Hillary Pavia |\n| | |\n| Title:  | Title: Vice President |\n\n\n                       \n\n\n \n\n\n \n\n\nTO THE EXTENT, IF ANY, THAT THIS AMENDMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS DOCUMENT MAY BE PERFECTED THROUGH THE TRANSFER OR POSSESSION OF ANY ORIGINAL OR COPY HEREOF OTHER THAN THAT MARKED \"CHATTEL PAPER ORIGINAL\".\n\n\n \n\n\n \n\n\n \n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 7", "source": "agreement_12.md" }, { "id": "105", "text": "IN WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized officers to execute and deliver this Amendment Number Five to Aircraft Lease Agreement as of the date first above written.\n\n\n \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| SUN COUNTRY, INC. | WELLS FARGO TRUST COMPANY |\n| Lessee | NATIONAL ASSOCIATION (f/k/a Wells |\n| | Fargo Bank Northwest, National |\n| | Association), not in its individual capacity, |\n| | but solely as owner trustee |\n| | Lessor |\n| | |\n| By: /s/ Jude Bricker | By: |\n| | |\n| Name: Jude Bricker | Name: |\n| | |\n| Title: President and CEO | Title: |\n\n\n                    \n\n\n   \n\n\n \n\n\nTO THE EXTENT, IF ANY, THAT THIS AMENDMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINE D IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS DOCUMENT MAY BE PERFECTED THROUGH THE TRANSFER OR POSSESSION OF ANY ORIGINAL OR COPY HEREOF OTHER THAN THAT MARKED \"CHATTEL PAPER ORIGINAL\".\n\n\n \n\n\n \n\n\n \n\n\n \n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\n\nPage 8", "source": "agreement_12.md" }, { "id": "106", "text": "**Schedule 1 – Confidential Terms**\n\n\n \n\n\n“Return Modification Amount” means an amount equal to [                                ] Dollars (US$[             ]) which constitutes the “Buyout Offer” defined in Amendment Number Two to the Aircraft Lease Agreement.\n\n\n \n\n\n \n\n\n \n\n\n \n\n\n \n\n\nLease Amendment Number Five \n\nWells Fargo Trust Company, N.A. / Sun Country, Inc. \n\nB737-700 / MSN 30241\n\n\nPage 9", "source": "agreement_12.md" }, { "id": "107", "text": "EX-99\n2\nf20061115planeleaseexh99none.htm\n\nNON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT\n\n\n \n\n \n\n \n\n\n\n**NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT**\n\n\n(Part 91 Operations)\n\n\n \n\n\n\nDated as of the 13th day of November, 2006,\n\n\n \n\n\n\nby and between\n\n\n \n\n\n\n**JRC Citation, LLC**,\n\n\nas Lessor,\n\n\n \n\n\n\nand\n\n\n \n\n\n\n**EGL Eagle Global Logistics, L.P.**,\n\n\nas Lessee,\n\n\n \n\n\n\nconcerning one 2006 Cessna Citation X aircraft bearing\n\n\nU.S. registration number N712KC\n\n\nand\n\n\nmanufacturer’s serial number 750-0255\n\n\n \n\n\n\n**INSTRUCTIONS FOR COMPLIANCE WITH** \n\n\n**“TRUTH IN LEASING” REQUIREMENTS UNDER FAR § 91.23**\n\n\n \n\n\n\n***Within 24 hours after execution of this Aircraft Lease Agreement:*** \n\n\nmail a copy of the executed document, without Schedule A, to the \n\n\nfollowing address via certified mail, return receipt requested:\n\n\n \n\n\n\nFederal Aviation Administration\n\n\nAircraft Registration Branch\n\n\nATTN: Technical Section\n\n\nP.O. Box 25724\n\n\nOklahoma City, Oklahoma 73125\n\n\n \n\n\n\n***At least 48 hours prior to the first flight to be conducted under this Agreement:*** \n\n\ndeliver a completed Schedule B containing the departure airport and proposed\n\n\ntime of departure of said first flight by facsimile to the Flight Standards\n\n\nDistrict Office located nearest the departure airport.\n\n\n \n\n\n\n***Carry a copy of this Aircraft Lease Agreement in the aircraft at all times.***\n\n\n \n\n\n\n\\*     \\*     \\*     \n\n\n \n\n\n\n***Schedule A contains only economic rental data and is***\n\n\n***intentionally omitted for FAA submission purposes.***", "source": "agreement_13.md" }, { "id": "108", "text": "This **NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT** (the “Agreement”) is entered into as of this 13th day of November, 2006 (the “Effective Date”), by and between **JRC Citation, LLC**, a Delaware limited liability company (“Lessor”), and **EGL Eagle Global Logistics, L.P.**, a Delaware limited partnership (“Lessee”).\n\n\n \n\n\n\n**W I T N E S S E T H :**\n\n\n \n\n\n\n**WHEREAS**, title to the Aircraft described and referred to herein is held by Lessor;\n\n\n \n\n\n\n**WHEREAS**, Lessee desires to lease from the Lessor, and Lessor desires to lease to Lessee, the Aircraft, without crew, upon and subject to the terms and conditions of this Agreement; \n\n\n \n\n\n\n**WHEREAS**, Lessee intends to operate the Aircraft under Part 91 of the FAR within the scope of and incidental to its own business; and\n\n\n \n\n\n\n**WHEREAS**, during the term of this Agreement, the Aircraft may be subject to concurrent leases to one (1) or more Additional Lessee(s).\n\n\n \n\n\n\n**NOW, THEREFORE**, in consideration of the mutual promises herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n\n\n \n\n\n\n**SECTION 1.**\n\n\n**DEFINITIONS**\n\n\n \n\n\n\n1.1\n\n\nThe following terms shall have the following meanings for all purposes of this Agreement:\n\n\n \n\n\n\n**“Additional Lessee”**  means any other person or entity possessing a non-exclusive leasehold interest in the Aircraft.", "source": "agreement_13.md" }, { "id": "109", "text": "**“Additional Lessee”**  means any other person or entity possessing a non-exclusive leasehold interest in the Aircraft.\n\n\n \n\n\n\n**“Aircraft”** means the Airframe, the Engines, the Parts, and the Aircraft Documents.  The Engines shall be deemed part of the “Aircraft” whether or not from time to time attached to the Airframe or removed from the Airframe.  \n\n\n \n\n\n\n**“Aircraft Documents”** means all flight records, maintenance records, historical records, modification records, overhaul records, manuals, logbooks, authorizations, drawings and data relating to the Airframe, any Engine, or any Part, or that are required by Applicable Law to be created or maintained with respect to the maintenance and/or operation of the Aircraft.  \n\n\n \n\n\n\n**“Airframe”** means that certain 2006 Cessna Citation X aircraft bearing U.S. registration number N712KC, and manufacturer’s serial number 750-0255, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe.\n\n\n \n\n\n\n**“Applicable Law”** means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FAR and 49 U.S.C. § 41101, *et seq*., as amended.\n\n\n \n\n\n\n**“DOT”** means the United States Department of Transportation or any successor agency.", "source": "agreement_13.md" }, { "id": "110", "text": "**“DOT”** means the United States Department of Transportation or any successor agency.\n\n\n \n\n\n\n**“Engines”** means two (2) Allison AE 3007C1 engines bearing manufacturer’s serial numbers CAE3330528 and CAE3330511, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine.  Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe.\n\n\n \n\n\n\n**“FAA”** means the Federal Aviation Administration or any successor agency.\n\n\n \n\n \n\n\n\n1", "source": "agreement_13.md" }, { "id": "111", "text": "**“FAR”** means collectively the Aeronautics Regulations of the FAA and the DOT, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations.\n\n\n \n\n\n\n**“FSDO Notice”** means an FSDO Notification Letter in the form of Schedule B attached hereto.\n\n\n \n\n\n\n**“Flight Hour”** means one (1) hour of use of the Aircraft in flight operations, as recorded on the Aircraft hour meter and measured from the time the Aircraft takes off at the beginning of a flight, to the time the Aircraft lands at the end of a flight in one-tenth (1/10th) of an hour increments.\n\n\n \n\n\n\n**“Lender”** means Wachovia Financial Services, Inc. \n\n\n \n\n\n\n**“Lien”** means any mortgage, security interest, lease or other charge or encumbrance or claim or right of others, including, without limitation, rights of others under any airframe or engine interchange or pooling agreement, except for mechanics liens to be discharged in the ordinary course of business.\n\n\n \n\n\n\n**“Mortgage”** means Aircraft Security Agreement executed by and among Lender as lender, Lessor as debtor, and James R. Crane as borrower as of the 1st day of July, 2006.\n\n\n \n\n\n\n**“Operating Base”** means Houston Hobby Airport, Houston, Texas.\n\n\n \n\n\n\n**“Operational Control”** has the same meaning given the term in Section 1.1 of the FAR.", "source": "agreement_13.md" }, { "id": "112", "text": "**“Operational Control”** has the same meaning given the term in Section 1.1 of the FAR.\n\n\n \n\n\n\n**“Parts”** means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts.\n\n\n \n\n\n\n**“Pilot in Command”** has the same meaning given the term in Section 1.1 of the FAR.\n\n\n \n\n\n\n**“Rent Payment Date”** means the 15th day of each calendar month.\n\n\n \n\n\n\n**“Taxes**” meansall taxes of every kind (excluding any tax measured by or assessed against a taxpayer’s income, including, without limitation, any income tax, gross income tax, net income tax, or capital gains tax) assessed or levied by any federal, state, county, local, airport, district, foreign, or other governmental authority, including, without limitation, sales taxes, use taxes, retailer taxes, federal air transportation excise taxes, federal aviation fuel excise taxes, and other similar duties, fees, and excise taxes.\n\n\n \n\n\n\n**“Term**” means  the entire period from the Effective Date to the date this Agreement is terminated pursuant to Section 3.1.\n\n\n \n\n\n\n**SECTION 2.**\n\n\n**LEASE AND DELIVERY OF THE AIRCRAFT**\n\n\n \n\n\n\n2.1\n\n\n**Lease**.  Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Aircraft, on the terms and conditions of this Agreement.  \n\n\n \n\n\n\n2.2", "source": "agreement_13.md" }, { "id": "113", "text": "2.2\n\n\n**Delivery**.  The Aircraft shall be delivered to the Lessee on a mutually agreed date at the Operating Base, or such other location as the parties may mutually agree, and “AS IS,” “WHERE IS,” AND SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN SECTION 4 HEREOF.  Lessor shall not be liable for delay or failure to furnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God.  \n\n\n \n\n\n\n2.3\n\n\n**Non-Exclusivity**.  Lessee and Lessor acknowledge that the Aircraft is leased to Lessee on a non-exclusive basis, and that during the Term the Aircraft may be otherwise subject to lease to other lessees of Lessor.  During any period during which another lessee of Lessor or any other person or entity leasing an interest in the Aircraft has scheduled use of the Aircraft, Lessee’s leasehold rights to possession of the Aircraft under \n\n\n \n\n \n\n\n\n2", "source": "agreement_13.md" }, { "id": "114", "text": "this Agreement shall temporarily abate, but all other provisions of this Agreement shall nevertheless continue in full force and effect. \n\n\n \n\n\n\n2.4\n\n\n**FSDO Notice**.  At least 48 hours prior to the first flight to be conducted under this Agreement, Lessee shall complete the FSDO Notice attached hereto as Schedule B and deliver the completed FSDO Notice by facsimile to the FAA Flight Standards District Office located nearest to the departure airport of said first flight. \n\n\n \n\n\n\n**SECTION 3.  TERM, SCHEDULING, AND RENT**\n\n\n \n\n\n\n3.1\n\n\n**Term**.  This Agreement shall become effective on the Effective Date, and shall continue in effect for a period of one (1) year, unless terminated sooner pursuant to the express provisions herein contained.  At the end of the first one (1) year period or any subsequent one (1) year period, this Agreement shall automatically be renewed for an additional one (1) year period.  Each party shall have the right to terminate this Agreement without cause on thirty (30) days written notice to the other party.    \n\n\n \n\n\n\n3.2\n\n\n**Minimum Usage by Lessee**.  Nothing contained herein shall obligate Lessee to any minimum usage of the Aircraft, it being understood and agreed that Lessee’s usage shall be on an “as-needed” basis.\n\n\n \n\n\n\n3.3", "source": "agreement_13.md" }, { "id": "115", "text": "3.3\n\n\n**Rent**. Lessee shall pay rent in arrears in an amount equal to the Hourly Rent specified in Schedule A attached hereto for each Flight Hour of use of the Aircraft by Lessee.  All rent accrued during any calendar month shall be payable in arrears on the Rent Payment Date in the immediately succeeding calendar month without further demand or invoice.  All rent shall be paid to the Lessor in immediately available U.S. funds and in form and manner as the Lessor in its sole discretion may instruct Lessee from time to time.   \n\n\n \n\n\n\n3.4\n\n\n**Taxes**.  Neither the rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any taxing jurisdictions as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft  by Lessee, or the provision of a taxable transportation service by Lessee using the Aircraft. Lessee shall be responsible for, shall indemnify and hold harmless Lessor against, and Lessee shall pay when due that portion of all such Taxes attributable to the lease of the Aircraft to, and/or the use of the Aircraft by, Lessee.   Lessee shall have the right to dispute or contest in good faith and at Lessee’s sole expense the amount of any Taxes assessed or imposed directly against Lessee.  During the period that any such Taxes are being disputed or contested in good faith, payment of such Taxes in accordance with the terms of this Agreement may be delayed until a final determination of the amount due has been made.\n\n\n \n\n\n\n**SECTION 4.** \n\n\n**REPRESENTATIONS AND WARRANTIES**  \n\n\n \n\n\n\n4.1", "source": "agreement_13.md" }, { "id": "116", "text": "**SECTION 4.** \n\n\n**REPRESENTATIONS AND WARRANTIES**  \n\n\n \n\n\n\n4.1\n\n\n**Representations and Warranties of Lessee**.  Lessee represents and warrants as of the date hereof and during the entire Term hereof as follows:\n\n\n \n\n\n\n4.1.1\n\n\nLessee is a validly organized limited partnership under the laws of the State of Delaware, and the person executing on behalf of Lessee has full power and authority to execute this Agreement on behalf of Lessee and by such execution shall bind Lessee under this Agreement.\n\n\n \n\n\n\n4.1.2\n\n\nNo action, suit, or proceeding is currently pending or threatened against Lessee that shall in any material way affect Lessee’s financial status as of the date thereof, or impair the execution, delivery, or performance by Lessee of this Agreement.\n\n\n \n\n\n\n4.1.3\n\n\nThe execution and delivery of this Agreement by Lessee and the performance of its obligations hereunder have been duly authorized by all necessary corporate or limited liability company action, and do not conflict with any provision of Lessee’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessee may now have with other parties.\n\n\n \n\n\n\n \n\n \n\n\n\n3", "source": "agreement_13.md" }, { "id": "117", "text": "4.1.4\n\n\nLessee is not subject to any restriction, which with or without the giving of notice, the passage of time, or both, prohibits or would be violated by or be in conflict with this Agreement.\n\n\n \n\n\n\n4.1.5\n\n\nThis Agreement constitutes the legal, valid and binding obligations of Lessee, and is enforceable against Lessee in accordance with the terms herein contained.\n\n\n \n\n\n\n4.1.6\n\n\nLessee will make reasonable efforts to ensure that the Aircraft is not operated in any unsafe manner or contrary to any manual or instructions for the Aircraft or in violation of the terms or conditions of any insurance policy covering the Aircraft or any Applicable Law.  \n\n\n \n\n\n\n4.1.7\n\n\nAll pilots who operate the Aircraft for Lessee’s flights shall have at least the minimum total pilot hours required by any policy of insurance covering the Aircraft and will meet or exceed all requirements under any policy of insurance covering the Aircraft.  Lessor shall inform Lessee of all such requirements. \n\n\n \n\n\n\n4.2\n\n\n**Representations and Warranties of Lessor.**  Lessor hereby represents and warrants as follows:\n\n\n \n\n\n\n4.2.1\n\n\nLessor is a validly organized corporation or limited liability company under the laws of the State of Delaware, and the person executing on behalf of Lessor has full power and authority to execute this Agreement on behalf of Lessor and by such execution shall bind Lessor under this Agreement.\n\n\n \n\n\n\n4.2.2\n\n\nNo action, suit, or proceeding is currently pending or threatened against Lessor which shall in any material way affect Lessor’s financial status as of the date thereof, or impair the execution, delivery, or performance by Lessor of this Agreement.", "source": "agreement_13.md" }, { "id": "118", "text": "4.2.3\n\n\nThe execution and delivery of this Agreement by Lessor and the performance of its obligations hereunder have been duly authorized by all necessary corporate or limited liability company action, and do not conflict with any provision of Lessor’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessee may now have with other parties.\n\n\n \n\n\n\n4.2.4\n\n\nLessor is not subject to any restriction, which with or without the giving of notice, the passage of time, or both, prohibits or would be violated by or be in conflict with this Agreement.\n\n\n \n\n\n\n4.2.5\n\n\nThis Agreement constitutes the legal, valid and binding obligations of Lessor, and is enforceable against Lessor in accordance with the terms herein contained.\n\n\n \n\n\n\n4.3", "source": "agreement_13.md" }, { "id": "119", "text": "4.3\n\n\n**DISCLAIMER OF WARRANTIES**. THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE LESSEE HEREUNDER ON A COMPLETELY “AS IS,” “WHERE IS,” BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY THE LESSEE.  THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 4 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS AGREEMENT, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF, AND SPECIFICALLY, WITHOUT LIMITATION, IN THIS RESPECT DISCLAIMS ALL REPRESENTATIONS AND/OR WARRANTIES AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT OPERATION, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO \n\n\n \n\n \n\n\n\n4", "source": "agreement_13.md" }, { "id": "120", "text": "THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.  THE LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY SUCH AND OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF LESSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LESSEE AGAINST LESSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF LESSOR, ACTUAL OR IMPUTED, AND (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.\n\n\n \n\n\n\n**SECTION 5.**\n\n\n**REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION**\n\n\n \n\n\n\n5.1", "source": "agreement_13.md" }, { "id": "121", "text": "**REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION**\n\n\n \n\n\n\n5.1\n\n\n**Title and Registration**.  Lessee acknowledges that Lessor owns all legal, beneficial, and equitable title to the Aircraft, and that said title shall remain vested in Lessor during the Term hereof.  Lessee shall undertake, to the extent permitted by Applicable Law, to do all such further acts, deeds, assurances or things as may, in the opinion of the Lessor and at Lessor’s expense, be necessary or desirable in order to protect or preserve Lessor’s title to the Aircraft.\n\n\n \n\n\n\n5.2", "source": "agreement_13.md" }, { "id": "122", "text": "**Use and Operation**.  Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FAR and shall not operate the Aircraft in commercial service, as a common carrier, or otherwise for compensation or hire except to the extent permitted under Sections 91.321 and 91.501 of the FAR, if applicable.  Lessee shall be solely and exclusively responsible for the use, operation and control of the Aircraft at all times during which the Aircraft is in Lessee’s possession during the Term.  Lessee agrees not to operate or locate the Airframe or any Engine, or permit the Airframe or any Engine to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Airframe or Engines, or in any war zone.  Lessor shall keep Lessee informed of changes in the requirements of any such insurance policy.  Lessee agrees not to operate the Airframe or any Engine or permit the Airframe or any Engine to", "source": "agreement_13.md" }, { "id": "123", "text": "operate the Airframe or any Engine or permit the Airframe or any Engine to be operated during the Term except in operations for which Lessee is duly authorized, or to use or permit the Aircraft to be used for a purpose for which the Aircraft is not designed or reasonably suitable.  Lessee will not knowingly permit the Airframe or any Engine to be maintained, used or operated during the Term in violation of any Applicable Law, or contrary to any manufacturer’s operating manuals or instructions.   Lessee shall not knowingly permit the Aircraft to be used for the carriage of any persons or property prohibited by Applicable Law, nor shall Lessee permit the Aircraft to be used during the existence of any known defect except in accordance with the FAR.  Lessee may carry on the Aircraft on all flights under this Agreement such passengers, baggage, and cargo as Lessee in its sole but reasonable discretion shall determine; provided, however, that the number of passengers on any flight shall in no event", "source": "agreement_13.md" }, { "id": "124", "text": "provided, however, that the number of passengers on any flight shall in no event exceed the number of seats legally available in the Aircraft, and the total load carried on any flight, including passengers, crew, baggage, and fuel and oil in such quantities as the Pilot in Command shall determine to be required, shall not exceed the legally permissible maximum load for the Aircraft.  Lessee will abide by and conform to, be responsible for causing and cause others to abide by and conform to, all Applicable Laws now existing or hereafter enacted, that control or in any way affect the operation, use, maintenance, or occupancy of the Aircraft, or the use of any airport by the Aircraft.", "source": "agreement_13.md" }, { "id": "125", "text": "5.3\n\n\n**Aircraft Leased without Services**.  The Aircraft is leased by Lessor to Lessee hereunder without any additional services of any kind, and Lessee shall obtain or supply all services and supplies necessary to the operation, maintenance, and storage of the Aircraft in connection with Lessee’s use of the Aircraft.  Without limiting the generality of the foregoing, Lessee shall:\n\n\n \n\n\n\n \n\n \n\n\n\n5", "source": "agreement_13.md" }, { "id": "126", "text": "5.3.1\n\n\nobtain all fuel, oil, lubricants, and other services and supplies required for Lessee’s operations of the Aircraft;\n\n\n \n\n\n\n5.3.2\n\n\npay the fixed hourly cost of any maintenance service plans that may be in effect with respect to the Aircraft that become due and payable as a result of Lessee’s operations of the Aircraft;\n\n\n \n\n\n\n5.3.3\n\n\ncause the Aircraft to be maintained, in a good and airworthy operating condition and in compliance with all applicable FAR and the Aircraft Operating Manual;\n\n\n \n\n\n\n5.3.4\n\n\nensure that all mechanics assigned by or on behalf of Lessee to the maintenance of the Aircraft are competent with respect to the type of aircraft, and fully familiar with applicable maintenance and preventative repair programs for the Aircraft’s specific type;\n\n\n \n\n\n\n5.3.5\n\n\nin connection with Lessee’s use of the Aircraft, store the Aircraft when not in use in an appropriate and adequate indoor facility at the Operating Base;\n\n\n \n\n\n\n5.3.6\n\n\nobtain the services of pilots for all of Lessee’s operations of the Aircraft;\n\n\n \n\n\n\n5.3.7\n\n\nensure that all pilots serving on any flight conducted by Lessee possess current and valid Airline Transport Pilot and First Class Medical Certificates issued by the FAA, and are fully competent, trained, experienced, and qualified in accordance with Applicable Law and all insurance policies covering the Aircraft;  \n\n\n \n\n\n\n5.3.8\n\n\ncause to be maintained and preserved, in the English language, all Aircraft Documents in a complete, accurate, and up-to-date manner.\n\n\n \n\n\n\n5.4\n\n\n**Operational Control**.  \n\n\n \n\n\n5.4.1", "source": "agreement_13.md" }, { "id": "127", "text": "5.4\n\n\n**Operational Control**.  \n\n\n \n\n\n5.4.1\n\n\n**Lessee’s Flights**.  Lessee shall exercise Operational Control of the Aircraft during all flight operations conducted by Lessee.  Further, at all times while the Aircraft is in the possession of Lessee, Lessee shall have exclusive possession, command, and control of the Aircraft, and the pilots of any flight by Lessee shall be under the exclusive command of Lessee.­  The parties acknowledge and agree that no Additional Lessee shall have any right or obligation to exercise Operational Control of the Aircraft in connection with any flight conducted by Lessee.\n\n\n \n\n\n\n5.4.2\n\n\n**Additional Lessee’s Flights**.  An Additional Lessee shall exercise Operational Control of the Aircraft during all flight operations conducted by such Additional Lessee.  Further, at all times while the Aircraft is in the possession of any Additional Lessee, such Additional Lessee shall have exclusive possession, command, and control of the Aircraft, and the pilots of any such flight by such Additional Lessee shall be under the exclusive command of such Additional Lessee.­  The parties acknowledge and agree that Lessee shall have no right or obligation to exercise Operational Control of the Aircraft in connection with any flight conducted by any Additional Lessee.\n\n\n \n\n\n\n5.5", "source": "agreement_13.md" }, { "id": "128", "text": "5.5\n\n\n**Authority of Pilot in Command**.   Notwithstanding that Lessee shall have Operational Control of the Aircraft during any flight conducted by Lessee, the parties acknowledge that pursuant to Section 91.3 of the FAR, the Pilot in Command of such flight is responsible for, and is obligated and entitled to exercise final authority over, the safe operation of the flight, and the parties agree that the Pilot in Command may, in the exercise of such authority, refuse to commence such flight, terminate such flight, or take any other flight-related action that, in the judgment of the Pilot in Command, is required to ensure the safety of the Aircraft, the flight crew, the passengers, and any other persons and/or property.   \n\n\n \n\n\n\n5.6\n\n\n**Right to Inspect**.  Lessor and/or Lessor’s agents shall have the right to inspect the Aircraft or the Aircraft Documents at any reasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the Aircraft and to satisfy Lessor that the Aircraft is being properly repaired and maintained in accordance with the requirements of this Agreement.  All required repairs shall be performed as soon as practicable after such inspection.\n\n\n \n\n \n\n\n\n6", "source": "agreement_13.md" }, { "id": "129", "text": "5.7\n\n\n**Modification of Aircraft**.  Lessee shall not make or permit to be made any modification, alteration, improvement, or addition to the Aircraft without the express written consent of Lessor, except for those modifications, alterations, improvements, or additions that are necessary to comply with any applicable Airworthiness Directive or mandatory manufacturer’s service bulletin.  \n\n\n \n\n\n\n5.8\n\n\n**Fines, Penalties, and Forfeitures**.  Lessee shall be solely responsible for any fines, penalties, or forfeitures  relating in any manner to the operation, maintenance, or use of the Aircraft by Lessee under this Agreement while in Lessee’s possession for valid business reasons.\n\n\n \n\n\n\n**SECTION 6.  RETURN OF AIRCRAFT**\n\n\n \n\n\n\n6.1\n\n\n**Return**.  On the last day of the Term or the date of earlier termination hereof, Lessee shall return the Aircraft to Lessor by delivering the same to Lessor at the Operating Base, fully equipped with all Engines and Parts installed thereon.  \n\n\n \n\n\n\n6.2\n\n\n**Condition of Aircraft**.  The Aircraft at the time of its return to Lessor, shall have, and be in compliance with, a current valid certificate of airworthiness issued by the FAA, and shall be airworthy according to manufacturer’s specifications and FAA regulations, shall have been maintained and repaired in accordance with the provisions of this Agreement, and shall be in the same condition as it was in when Lessee took possession on the Effective Date of this Agreement, ordinary wear and tear excepted. \n\n\n \n\n\n\n6.3", "source": "agreement_13.md" }, { "id": "130", "text": "6.3\n\n\n**Aircraft Documents**.  Lessee shall return or cause to be returned to Lessor, at the time the Aircraft is returned to Lessor, all of the Aircraft Documents, updated and maintained by Lessee through the date of return of the Aircraft.\n\n\n \n\n\n\n**SECTION 7.  LIENS**\n\n\n \n\n\n\n7.1\n\n\n**Lessee Liens**.  Lessee shall ensure that no Liens are created or placed against the Aircraft by Lessee or third-parties as a result of Lessee’s actions.  Lessee shall notify Lessor promptly upon learning of any Liens not permitted by these terms.  Lessee shall, at its own cost and expense, take all such actions as may be necessary to discharge and satisfy in full any such Lien promptly after the same becomes known to it.  \n\n\n \n\n\n\n7.2\n\n\n**Subordination**.  This Agreement is and at all times shall remain subordinate in all respects to the Lien granted to Lender pursuant to the Mortgage encumbering the Aircraft.  Lender shall have the right at all times notwithstanding this Agreement to enforce the terms and provisions of the Mortgage, including, without limitation, repossession of the Aircraft.  \n\n\n \n\n\n\n**SECTION 8.  INSURANCE**\n\n\n \n\n\n\n8.1\n\n\n**Liability**. Lessor shall maintain, or cause to be maintained, bodily injury and property damage, liability insurance in an amount no less than Five Hundred Million United States Dollars (US$500,000,000.00) Combined Single Limit.  Said policy shall be an occurrence policy naming Lessee and any aircraft pilot and management services provider retained by Lessee as Additional Insureds.\n\n\n \n\n\n\n8.2", "source": "agreement_13.md" }, { "id": "131", "text": "8.2\n\n\n**Hull**.  Lessor shall maintain, or cause to be maintained, all risks aircraft hull insurance in the amount of Twenty Million United States Dollars (US$20,000,000.00), and such insurance shall name Lender and Lessor as loss payees as their interests may appear.   \n\n\n \n\n\n\n8.3\n\n\n**Insurance Certificates**.  Lessor will provide Lessee with a Certificate of Insurance upon execution of this Agreement and at any time thereafter as Lessee may reasonably request.\n\n\n \n\n\n\n8.4\n\n\n**Insurance Companies.**  Each insurance policy required under this Section 8 shall be issued by a company or companies who are qualified to do business in the United States and who (i) will submit to the jurisdiction of any competent state or federal court in the United States with regard to any dispute arising \n\n\n \n\n \n\n\n\n7", "source": "agreement_13.md" }, { "id": "132", "text": "out of the policy of insurance or concerning the parties herein; and (ii) will respond to any claim or judgment against Lessor in any competent state or federal court in the United States or its territories.\n\n\n \n\n\n\n**SECTION 9.  DEFAULTS AND REMEDIES**\n\n\n \n\n\n\n9.1\n\n\nUpon the occurrence of any failure of Lessee to duly observe or perform any of its obligations hereunder, and at any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare in writing to the Lessee that this Agreement is in default; and at any time thereafter, so long as Lessee shall not have remedied the outstanding default, Lessor may terminate this Agreement.   \n\n\n \n\n\n\n**SECTION 10.  NOTICES**\n\n\n \n\n\n\n10.1\n\n\nAll communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered personally or transmitted electronically by e-mail or facsimile, receipt acknowledged, or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, delivery charge or postage prepaid, on the date shown on the receipt therefor, in each case at the address set forth below:\n\n\n \n\n\n\n**If to Lessor:**\n\n\nJRC Citation, LLC\n\n\nTel:\n\n\n281-618-3274\n\n\n15350 Vickery Drive\n\n\nFax:\n\n\n281-618-3269\n\n\nHouston, TX 77032\n\n\n \n\n\n\nAttn:  Margaret Barradas\n\n\n \n\n\n\n**If to Lessee:**\n\n\nEGL Eagle Global Logistics, L.P.\n\n\nTel:\n\n\n281-618-3100", "source": "agreement_13.md" }, { "id": "133", "text": "**If to Lessee:**\n\n\nEGL Eagle Global Logistics, L.P.\n\n\nTel:\n\n\n281-618-3100\n\n\n15350 Vickery Drive\n\n\nFax:\n\n\n281-618-3442\n\n\nHouston, TX 77032\n\n\n \n\n\n\nAttn:  CFO and General Counsel\n\n\n \n\n\n\n**SECTION 11.  EVENT OF LOSS AND INDEMNIFICATION**\n\n\n \n\n\n\n11.1\n\n\n**Notification of Event of Loss.**In the event any damage to or destruction of or any whole or partial loss of the Aircraft while in possession of Lessee, including, without limitation, any loss resulting from the theft, condemnation, confiscation or seizure of, or requisition of title to or use of, the Aircraft by private persons or by any governmental or purported governmental authority, Lessee shall immediately:\n\n\n \n\n\n\n11.1.1\n\n\nreport the event of loss to Lessor, the insurance company or companies, and to any and all applicable governmental agencies; and\n\n\n \n\n\n\n11.1.2\n\n\nfurnish such information and execute such documents as may be required and necessary to collect the proceeds from any insurance policies.  \n\n\n \n\n\n\n11.2", "source": "agreement_13.md" }, { "id": "134", "text": "11.2\n\n\n**Repair or Termination**.  In the event the Aircraft is partially destroyed or damaged, Lessor shall have the option, in its sole discretion, to either (i) fully repair the Aircraft in order that it shall be placed in at least as good condition as it was prior to such partial destruction or damage; or (ii) terminate this Agreement.  Within five (5) days after the date of such partial destruction or damage, Lessor shall give written notice to Lessee specifying whether Lessor has elected to fully repair the Aircraft or to terminate this Agreement, which termination shall be effective immediately upon such written notice from Lessor to Lessee setting forth Lessor’s election to so terminate this Agreement.\n\n\n \n\n\n\n11.3\n\n\n**Indemnification**. Lessee hereby releases, and shall defend, indemnify and hold harmless Lessor and Lessor’s shareholders, members, directors, officers, managers, employees, successors and assigns, from and against, any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and criminal legal proceedings, penalties, fines, and other sanctions, and any attorneys’ fees and other reasonable costs and expenses, directly or indirectly arising from Lessee’s operation, maintenance, storage, or other use of the Aircraft. \n\n\n \n\n \n\n\n\n8", "source": "agreement_13.md" }, { "id": "135", "text": "**SECTION 12.  MISCELLANEOUS**\n\n\n \n\n\n\n12.1\n\n\n**Entire Agreement.**This Agreement, and all terms, conditions, warranties, and representations herein, are for the sole and exclusive benefit of the signatories hereto.  This Agreement constitutes the entire agreement of the parties as of its Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises, and warranties made with respect to the subject matter of this Agreement.  \n\n\n \n\n\n\n12.2\n\n\n**Other Transactions.**Except as specifically provided in this Agreement, none of the provisions of this Agreement, nor any oral or written statements, representations, commitments, promises, or warranties made with respect to the subject matter of this Agreement shall be construed or relied upon by any party as the basis of, consideration for, or inducement to engage in, any separate agreement, transaction or commitment for any purpose whatsoever.\n\n\n \n\n\n\n12.3\n\n\n**Prohibited and Unenforceable Provisions.**Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction.  To the extent permitted by Applicable Law, each of Lessor and Lessee hereby waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect.\n\n\n \n\n\n\n12.4", "source": "agreement_13.md" }, { "id": "136", "text": "12.4\n\n\n**Enforcement.**This Agreement, including all agreements, covenants, representations and warranties, shall be binding upon and inure to the benefit of, and may be enforced by Lessor, Lessee, and each of their agents, servants and personal representatives.  \n\n\n \n\n\n\n12.5\n\n\n**Headings.**The section and subsection headings  in this Agreement are for convenience of reference only and shall not modify, define, expand, or limit any of the terms or provisions hereof.\n\n\n \n\n\n\n12.6\n\n\n**Counterparts.**This Agreement may be executed by the parties hereto in two (2) separate counterparts, each of which when so executed and delivered shall be an original, and both of which shall together constitute but one and the same instrument.\n\n\n \n\n\n\n12.7\n\n\n**Amendments.**No term or provision of this Agreement may be amended, changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by Lessor and Lessee.\n\n\n \n\n\n\n12.8\n\n\n**No Waiver.**No delay or omission in the exercise or enforcement or any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy.  All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive, and in addition to all other rights and remedies which either party possesses at law or in equity.\n\n\n \n\n\n\n12.9\n\n\n**No Assignments.**Neither party may assign its rights or obligations under this Agreement without the prior written permission of the other.\n\n\n \n\n\n\n12.10", "source": "agreement_13.md" }, { "id": "137", "text": "12.10\n\n\n**Governing Law.**  This Agreement has been negotiated and delivered in the State of Texas and shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas, including all matters of construction, validity and performance, without giving effect to its conflict of laws provisions.\n\n\n \n\n\n\n12.11\n\n\n**Jurisdiction and Venue**.  Exclusive jurisdiction and venue over any and all disputes between the parties arising under this Agreement shall be in, and for such purpose each party hereby submits to the jurisdiction of, the state and federal courts serving the State of Texas.\n\n\n \n\n\n\nS**ECTION 13.  TRUTH IN LEASING**\n\n\n \n\n\n\n13.1\n\n\nTRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FAR’s.\n\n\n \n\n\n\n \n\n \n\n\n\n9", "source": "agreement_13.md" }, { "id": "138", "text": "WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD,  THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED AND IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THE FAR:\n\n\n \n\n\n\nCHECK ONE:\n\n\n \n\n\n\n[  ]\n\n\n91.409 (f) (1):\n\n\nA continuous airworthiness inspection program that is part of a continuous airworthiness maintenance program currently in use by a person holding an air carrier operating certificate or an operating certificate issued under FAR Part 121, 127, or 135 and operating that make and model aircraft under FAR Part 121 or operating that make and model under FAR Part 135 and maintaining it under FAR 135.411(a)(2).\n\n\n \n\n\n\n[  ]\n\n\n91.409 (f) (2):\n\n\nAn approved aircraft inspection program approved under FAR 135.419 and currently in use by a person holding an operating certificate issued under FAR Part 135.\n\n\n \n\n\n\n[  ]\n\n\n91.409 (f) (3):\n\n\nA current inspection program recommended by the manufacturer.\n\n\n \n\n\n\n[  ]\n\n\n91.409 (f) (4):\n\n\nAny other inspection program established by the registered owner or operator of the Aircraft and approved by the Administrator of the Federal Aviation Administration in accordance with FAR 91.409 (g).\n\n\n \n\n\n\nTHE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED BY LESSEE IN ACCORDANCE WITH THE PROVISIONS OF FAR:", "source": "agreement_13.md" }, { "id": "139", "text": "CHECK ONE:\n\n\n \n\n\n\n[  ]     91.409 (f) (1)             [  ]     91.409 (f) (2)             [  ]     91.409 (f) (3)             [  ]     91.409 (f) (4)\n\n\n \n\n\n\nLESSEE ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND IN FACT WILL BE THE OPERATOR OF SUCH AIRCRAFT.  EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.\n\n\n \n\n\n\nAN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE.\n\n\n \n\n\n\nTHE 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.\n\n\n \n\n\n\n\\*     \\*     \\*     ***Signature Page Follows***     \\*     \\*     \\*\n\n\n \n\n\n\n \n\n \n\n\n\n10", "source": "agreement_13.md" }, { "id": "140", "text": "**IN WITNESS WHEREOF**, the Lessor and the Lessee have each caused this **Non-Exclusive Aircraft Lease Agreement** to be duly executed as of the Effective Date.\n\n\n \n\n\n\n \n\n\n\nLESSOR:\n\n\n \n\n\n\n**JRC Citation, LLC**\n\n\n \n\n\n\n \n\n\n\nBy:\n\n\n/s/ Margaret Barradas\n\n\n \n\n\n\nPrint:  \n\n\nMargaret Barradas\n\n\nTitle:  \n\n\nVice President\n\n\n \n\n\n\n \n\n\n\nLESSEE:\n\n\n\n**EGL Eagle Global Logistics, L.P.**\n\n\n \n\n\n\n \n\n\n\nBy:\n\n\n/s/ Dana Carabin\n\n\n \n\n\n\nPrint:  \n\n\nDana Carabin\n\n\nTitle:  \n\n\nCorporate Secretary\n\n\n \n\n\n\n \n\n \n\n\n\n11\n\n\n \n\n\n\n \n\n\n\n\n\n---\n\n\n \n\n \n\n \n\n\n\n**NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT**\n\n\n \n\n\n\n**Schedule A**\n\n\n \n\n\n\n \n\n\n\n \n\n\n\n \n\n\n\n \n\n\n\n \n\n\n\nHourly Rent:     $2,200.00 per Flight Hour\n\n\n \n\n\n\n \n\n \n\n\n\n12", "source": "agreement_13.md" }, { "id": "141", "text": "**NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT**\n\n\n \n\n\n\n**Schedule B**\n\n\n \n\n\n\n**FSDO Notification Letter**\n\n\n \n\n\n\n \n\n\n\n \n\n\n\nDate: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n \n\n\n\n**Via Facsimile** \n\n\nFax: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n \n\n\n\nFederal Aviation Administration\n\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n \n\n\n\n \n\n\n\n***RE:*** \n\n\n***FAR Section 91.23 FSDO Notification***\n\n\n***First Flight Under Lease of 2006 Cessna Citation X, N712KC,  s/n 750-0255***\n\n\n \n\n\n\nTo whom it may concern:", "source": "agreement_13.md" }, { "id": "142", "text": "To whom it may concern:\n\n\n \n\n\n\nPursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept this letter as notification that the undersigned, EGL Eagle Global Logistics, L.P., will acquire and take delivery of a leasehold interest in the above referenced aircraft on the 13th day of November, 2006, and that the first flight of the aircraft under the lease will depart from \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Airport on the \\_\\_\\_ day of \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 200\\_\\_, at approximately \\_\\_\\_\\_\\_  (am / pm) local time.\n\n\n \n\n\n\n \n\n\n\nSincerely, \n\n\n \n\n\n\nEGL Eagle Global Logistics, L.P.\n\n\n \n\n\n\n \n\n\n\nBy:\n\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\nPrint:\n\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\nTitle: \n\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n \n\n\n\n \n\n \n\n\n\n13", "source": "agreement_13.md" }, { "id": "143", "text": "EX-10.20\n2\ndex1020.htm\nFORM OF AIRCRAFT LEASE\n\nForm of Aircraft Lease\n**Exhibit 10.20** \n\n FORM OF \n\n USED BEECH 1900D AIRLINER OPERATING LEASE AGREEMENT \n\n between \n\n RAYTHEON AIRCRAFT CREDIT CORPORATION\n\n\n and \n\n GREAT LAKES AVIATION,\nLTD. \n\n LEASE AGREEMENT NO.              \n\n AIRCRAFT SERIAL NO.              \n\n DATE:", "source": "agreement_14.md" }, { "id": "144", "text": "USED BEECH 1900D AIRLINER OPERATING LEASE AGREEMENT \n\n between \n\n RAYTHEON AIRCRAFT CREDIT CORPORATION\n\n\n and \n\n GREAT LAKES AVIATION, LTD.\n\n\n INDEX", "source": "agreement_14.md" }, { "id": "145", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| **Article** |    |   |    | **Page** |\n| 1 |    | Lease of Aircraft |    | 1 |\n| | | |\n| 2 |    | Term of Lease and Rental Payments |    | 3 |\n| | | |\n| 3 |    | Aircraft Selection |    | 4 |\n| | | |\n| 4 |    | Lessee’s Final Acceptance of Aircraft |    | 4 |\n| | | |\n| 5 |    | Warranties and Lessor’s Disclaimer |    | 5 |\n| | | |\n| 6 |    | Ownership and Inspection of Aircraft |    | 6 |\n| | | |\n| 7 |    | Maintenance and Records |    | 7 |\n| | | |\n| 8 |    | Use and Operation of Aircraft |    | 10 |\n| | | |\n| 9 |    | Insurance |    | 11 |\n| | | |\n| 10 |    | Loss or Damage |    | 13 |\n| | | |\n| 11 |    | General Indemnities |    | 15 |\n| | | |\n| 12 |    | Licenses, Certificates, Permits, Fees and Taxes |    | 16 |\n| | | |", "source": "agreement_14.md" }, { "id": "146", "text": "| | | |\n| 13 |    | Default and Remedies |    | 16 |\n| | | |\n| 14 |    | Return of Aircraft |    | 19 |\n| | | |\n| 15 |    | Assignments and Benefits |    | 25 |", "source": "agreement_14.md" }, { "id": "147", "text": "i", "source": "agreement_14.md" }, { "id": "148", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| **Article** |    |   |    | **Page** |\n| 16 |    | Notices |    | 26 |\n| | | |\n| 17 |    | Lessee’s Representations, Warranties and Covenants |    | 27 |\n| | | |\n| 18 |    | Disputes |    | 28 |\n| | | |\n| 19 |    | Miscellaneous |    | 28 |\n| | | |\n| 20 |    | Early Termination Option |    | 30 |\n| | | |\n| |    | Signature Page |    | 31 |\n| | | |\n| **Exhibits** |    |   |    |   |\n| | | |\n| A |    | Additional Lease Details |    | |\n| | | |\n| B |    | Certificate of Final Acceptance |    | |", "source": "agreement_14.md" }, { "id": "149", "text": "**OPERATING LEASE AGREEMENT** \n\n This Operating Lease Agreement (“Agreement” or “Lease”) is made and entered into at Wichita, Kansas, as of the date of\nits execution by the last of the parties hereto to execute the same, by and between RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation, with its principal place of business at 8300 East Thorn Drive, Suite 100, Wichita, Kansas 67226\n(hereafter “Lessor”), and GREAT LAKES AVIATION, LTD., an Iowa corporation, with its principal place of business at 1022 Airport Parkway, Cheyenne, Wyoming 82001 (“Lessee”). \n\n In consideration of the mutual promises, covenants and agreements set forth herein, Lessor and Lessee agree as follows: \n\n ARTICLE 1: LEASE OF AIRCRAFT \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.1 | Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, one (1) used Beech (described as BEECH AIRCRAFT CORPORATION on the International Registry drop down menu)\nModel 1900D Airliner aircraft manufactured by Raytheon Aircraft Company (hereafter “Manufacturer”), bearing manufacturer’s serial number              and United States\nRegistration number             , as further described in the Certificate of Final Acceptance, the form of which is attached hereto as Exhibit “B”. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.2 | All Exhibits referred to herein and attached hereto are by this reference incorporated as an integral part of this Lease, subject to the terms and conditions set forth herein.\n |", "source": "agreement_14.md" }, { "id": "150", "text": "| | |\n| --- | --- |\n| 1.3 | Lessee is the holder of U.S. Federal Aviation Administration (“FAA”) Air Carrier Certificate No. GL-BA0-31A issued pursuant to 14 CFR §121/135, and intends to\noperate the Aircraft to be furnished to it hereunder pursuant to said Certificate. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.4 | In accordance with the Convention on International Interests in Mobile Equipment (the “Convention”), the Protocol to the Convention on International Interests in\nMobile Equipment on Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States, together with the Regulations for the International\nRegistry and the International Registry Procedures, and all other rules, amendments, supplements, and revisions thereto (collectively the “Cape Town Treaty”), Lessee acknowledges and agrees that this Lease creates and constitutes an\nInternational Interest (as defined and provided for in the Cape Town Treaty) in the Aircraft. The terms “Administrator”, “International Interest”, “International Registry”, “Professional User Entity”,\n“Professional User”, “Prospective International Interest”, “Register”, “Registration”, “Transacting User Entity”, shall have the meanings given them in the Convention or Protocol, as applicable. The\nterm “searchable” shall have the meaning contemplated by Article 19 of the Convention. |\n\n  \n\n\n1", "source": "agreement_14.md" }, { "id": "151", "text": "| | |\n| --- | --- |\n| 1.5 | Definitions |\n\n “Aircraft” means\n(i) the aircraft described in the Certificate of Final Acceptance including the Airframe, the Engines, the Propellers, the Landing Gear whether or not installed on the Airframe, (ii) all Parts and components thereof, (iii) spare parts\nor ancillary equipment or devices furnished with the Airframe, or the Engines under this Agreement, (iv) all Technical Records, and (v) substitutions, renewals and replacements of any of the items identified in clauses (i) through\n(iv) above, including, in the case of (i), (ii) and (iii), any Engine, Propeller, Landing Gear or Part which is for the time being detached from the Airframe but remains the property of Lessor pursuant to this Agreement. \n\n “Airframe” means the Aircraft, excluding the Engines and Technical Records. \n\n “Certificate of Final Acceptance” shall have the meaning ascribed to it in Article 4.1(B)(3). \n\n “Engine” means each of the engines listed on the Certificate of Final Acceptance, and any replacement engine acquired by Lessor and\nleased to Lessee pursuant to the terms of this Lease following a Total Loss or an early removal of an Engine, together, in any case, with any and all Parts which are from time to time incorporated in or attached to such engine and any and all Parts\nremoved therefrom so long as title thereto is to remain vested in Lessor in accordance herewith.", "source": "agreement_14.md" }, { "id": "152", "text": "“Landing Gear” means the\nlanding gear installed on the Airframe on the Lease Commencement Date or any replacement thereof made in accordance with this Agreement, together, in any case with any and all Parts which are from time to time incorporated or attached to such\nlanding gear and any and all Parts removed therefrom so long as title thereto is to remain vested in Lessor in accordance herewith pursuant to Article 7.9. \n\n “Part” means any part, component, appliance, accessory, instrument or other item of equipment (including the Propellers and Landing Gear, but excluding complete Engines or other engines) for the time\nbeing installed or incorporated in or attached to the Airframe or an Engine, or which, having been removed therefrom, is to remain the property of Lessor pursuant to this Agreement. \n\n “Pratt & Whitney” means Pratt & Whitney Canada Corporation and/or any affiliate thereof. \n\n “Propeller” means each of the propellers specified in the Lease Supplement and any replacement thereof made in accordance with this\nAgreement together, in any case, with any and all Parts which are from time to time incorporated in or attached to such propeller and any and all Parts removed therefrom so long as title thereto is to remain vested in Lessor in accordance herewith.\n\n\n “Return of Aircraft” shall have the meaning ascribed to it in Article 2.4. \n\n “Security Deposit” shall have the meaning ascribed to it in Article 2.4. \n\n  \n\n\n2", "source": "agreement_14.md" }, { "id": "153", "text": "“Technical Records” means, whether in paper, photographic, digital, electronic or other\nmedia, all technical data, manuals supplied by the Manufacturer or any other manufacturer or supplier, logs, records, and other materials and documents regarding the Aircraft or any part thereof that are delivered to Lessee upon delivery, including\nbut not limited to those identified on the Certificate of Final Acceptance or that are kept by Lessee or required by the FAA to be kept whether in compliance with any applicable law or this Agreement or any requirement for the time being of the FAA.\n\n\n ARTICLE 2: TERM OF LEASE AND RENTAL PAYMENTS \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2.1 | Lease Term: Subject to the Early Termination Option set forth in Article 20 below, this Lease shall be for the term stated in Exhibit “A” (hereafter “Lease\nTerm”). The Lease Term will commence on                     , as further set out in the Certificate of Final Acceptance (the “Lease\nCommencement Date”). Upon expiration or termination of this Lease as provided herein, Lessee will return the Aircraft to Lessor in accordance with the provisions set forth below in Article 14. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2.2 | Rental Payments: Lessee shall pay to Lessor as rent a monthly rental payment in the amount stated in Exhibit\n“A”, which payment shall be payable in advance each month. The first monthly rental payment shall be due and payable to Lessor three (3) business days prior to the Lease Commencement Date. Each subsequent monthly rental payment shall\nbe due and payable on the twenty-eight (28th) day of each calendar month thereafter. |", "source": "agreement_14.md" }, { "id": "154", "text": "| | |\n| --- | --- |\n| 2.3 | Obligation to Pay Rent: Lessee shall make all rental payments and other payments to Lessor required under this Lease, in funds subject to immediate withdrawal, to such bank\naccount as Lessor may from time to time specify. Lessee’s obligations to pay all rent and other sums payable hereunder are absolute and unconditional, and without regard to: (A) any write-up, set-off, counterclaim or any other right which\nLessee may have against Lessor, the Manufacturer, the manufacturers of any other part of the Aircraft, or any other person for any reason whatsoever; (B) unavailability or interruption in use of the Aircraft, including governmental requisition\nthereof, or limitations or restrictions in use of the Aircraft due to governmental action; (C) bankruptcy, reorganization or similar legal status on the part of Lessor, Lessee, any of the aforesaid manufacturers or any other person;\n(D) Total Loss of the Aircraft until this Lease is terminated upon receipt by Lessor of the Stipulated Value in accordance with Article 10.2; and (E) any default of Lessee under this Lease, including, but not limited to, any failure of\nLessee to redeliver the Aircraft at the end of the Lease Term. |", "source": "agreement_14.md" }, { "id": "155", "text": "| | |\n| --- | --- |\n| 2.4 | Security Deposit: Lessee shall guarantee its performance hereunder in the form of a “Security Deposit” payable to Lessor at least three\n(3) business days prior to the Lease Commencement Date in the amount stated in Exhibit “A”. Assuming no Event of Default (reference Article 13.1) has occurred and is continuing under this Lease, Lessee’s Deposit shall be refunded\nby Lessor if, and only if, (A) upon return of the Aircraft, Lessee complies with the requirements of Article 14 of this Lease (“Return of Aircraft”), and (B) Lessee shall be current in the payment of all indebtedness or\nother sums due and \n |\n\n  \n\n\n3", "source": "agreement_14.md" }, { "id": "156", "text": "| | |\n| --- | --- |\n|   | \nowing to Lessor, or any affiliate company of Lessor, by reason of any note, lease or other instrument or obligation, and no event of default is continuing\nunder any contractual commitment of Lessee to Lessor or its affiliate companies. Lessee hereby authorizes Lessor to apply all or applicable portions of the Security Deposit to be refunded hereunder in accordance with any other written agreement or\nwritten instruction signed by an authorized representative of Lessee. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2.5 | If any payment due hereunder to Lessor by Lessee is delayed, directly or indirectly, by Lessee’s action or inaction, then such delayed payment shall be subject to interest at\n1.25 times the prime interest rate charged by Bank of America (New York, N.Y.) during the period of such nonpayment. |\n\n ARTICLE 3: AIRCRAFT\nSELECTION \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3.1 | Lessee acknowledges and agrees that (i) the Aircraft selected to be leased hereunder is of the quality, size, design, capacity and manufacture selected by Lessee in its sole\ndiscretion; and (ii) Lessee is satisfied that the Aircraft selected is suitable for Lessee’s purposes. |\n\n ARTICLE 4: LESSEE’S\nFINAL ACCEPTANCE OF AIRCRAFT \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 4.1 | Lessor shall offer the Aircraft for delivery to Lessee at Lessee’s facility in Cheyenne, Wyoming, in accordance with the following procedure: |", "source": "agreement_14.md" }, { "id": "157", "text": "| | | |\n| --- | --- | --- |\n|   | (A) | The Aircraft shall be subject to Final Acceptance by Lessee’s duly authorized representatives (hereafter “Lessee’s Representative”) at Lessee’s\nfacility in Cheyenne, Wyoming. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Delivery Procedure. The Aircraft shall be offered for acceptance and delivery to Lessee in accordance with the following procedure: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | Final acceptance of the Aircraft shall be based upon the Aircraft being leased to Lessee in an “AS IS, WHERE IS, AND WITH ALL FAULTS” condition. Lessee will perform at its\nsole cost and expense all inspections, maintenance, repair and reconditioning of the Aircraft as may be required in order for Lessee to place the Aircraft on its operating certificate and satisfy the requirements of the Federal Aviation Regulations.\nLessee will repair all airworthiness and safety of flight discrepancies prior to placing the Aircraft into revenue service. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | Prior to final acceptance, (a) Lessee shall establish a valid and existing account with the International Registry, and appoint an Administrator and/or a Professional User\nacceptable to Lessor to make registration in regards to the Aircraft and this Lease, and (b) Lessor and Lessee shall register a first priority Prospective International Interest in connection with the Aircraft which shall be searchable in the\nInternational Registry to the satisfaction of Lessor. |\n\n  \n\n\n4", "source": "agreement_14.md" }, { "id": "158", "text": "| | | |\n| --- | --- | --- |\n|   | (3) | Upon completion of final acceptance of the Aircraft by Lessee, Lessee’s Representative shall sign and provide Seller with a Certificate of Final Acceptance similar in form to\nthat set forth in Exhibit “B” attached hereto (“Certificate of Final Acceptance”). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (4) | Risk of loss shall pass to the Lessee upon completion of final acceptance, as evidenced by the signed Certificate of Final Acceptance. |\n\n ARTICLE 5: WARRANTIES AND LESSOR’S DISCLAIMER \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.1 | Lessor warrants that Lessee shall have the right to possession and quiet enjoyment of the Aircraft during the Lease Term so long as Lessee is not in default.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.2 | LESSEE ACKNOWLEDGES AND UNDERSTANDS LESSOR IS NOT THE MANUFACTURER OF THE AIRCRAFT TO BE LEASED HEREUNDER. THEREFORE, LESSOR LEASES THE AIRCRAFT TO LESSEE IN AN “AS IS”\nAND “WITH ALL FAULTS” CONDITION. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS TO LESSEE, EITHER EXPRESS OR IMPLIED, AS TO: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | THE CONDITION, DESIGN, OPERATION, FITNESS FOR USE OR MERCHANTABILITY OF THE AIRCRAFT; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | THE FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE OF LESSEE; |", "source": "agreement_14.md" }, { "id": "159", "text": "| | | |\n| --- | --- | --- |\n|   | (C) | THE AIRWORTHINESS OF THE AIRCRAFT; OR |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | ANY OTHER MATTER WHATSOEVER, IT BEING EXPRESSLY AGREED BY THE PARTIES THAT ALL RISKS RELATING TO OR ARISING FROM LESSEE’S USE AND OPERATION OF THE AIRCRAFT SHALL BE BORNE AND\nASSUMED SOLELY BY LESSEE. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.3 | WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN THE AIRCRAFT NOR FOR ANY GENERAL, CONSEQUENTIAL OR\nINCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR DIMINUTION OF MARKET VALUE, LOSS OF USE OF THE AIRCRAFT, LOSS OF PROFITS OR FOR ANY INTERRUPTION IN LESSEE’S BUSINESS OCCASIONED BY ITS INABILITY TO USE THE AIRCRAFT FOR ANY\nREASON WHATSOEVER. LESSOR SHALL NOT BE LIABLE FOR ANY DAMAGES CLAIMED BY LESSEE OR ANY OTHER PERSON OR ENTITY UPON THE THEORIES OF NEGLIGENCE OR STRICT LIABILITY IN TORT. |\n\n  \n\n\n5", "source": "agreement_14.md" }, { "id": "160", "text": "| | |\n| --- | --- |\n| 5.4 | In no event shall any defect in, or unfitness of, the Aircraft relieve Lessee of any of its obligations under this Lease, including but not limited to its obligations to pay rent or\nmake any other payments required under this Lease. |\n\n ARTICLE 6: OWNERSHIP AND INSPECTION OF AIRCRAFT \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 6.1 | Lessee acknowledges and agrees to each of the following: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Ownership of and title to the Aircraft and the Engines, Propellers and Parts installed therein and accessions thereto (including all Engines, Propellers and Parts installed\nsubsequent to delivery) shall vest in and remain with Lessor, subject to the provisions set forth below in Article 7.9. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Lessee will make no claim nor assert any right to the Aircraft inconsistent with Lessor’s ownership and title thereto. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | If required by the FAA or if requested by Lessor, Lessee will cause the Aircraft to have plainly, distinctly and permanently affixed to it at all times during the Lease Term a\nstatement (in size, form and location reasonably satisfactory to Lessor) indicating that the Aircraft is owned by Lessor and, if applicable, financed by a specifically-named third party. |", "source": "agreement_14.md" }, { "id": "161", "text": "| | | |\n| --- | --- | --- |\n|   | (D) | Lessee will at all times keep the Aircraft free and clear from any and all liens, claims, charges, registrations, encumbrances and legal processes and, at Lessee’s expense,\nwill protect and defend Lessor’s title to the Aircraft from and against all liens, claims, charges, encumbrances and legal processes which may arise during the Lease Term, except for liens, claims, charges, encumbrances and legal processes\narising through Lessor. Lessee will not register any prospective or current International Interest or Contract of Sale (or any amendment, modification, supplement, subordination of subrogation thereof) with the International Registry without the\nprior written consent of Lessor which may be withheld in its sole discretion. Any agreement between Lessee and a third party will provide that said third party shall acknowledge and agree it will not register, or consent to or allow any registration\nwhatsoever (including a registration of a prospective international interest or prospective contract of sale) against the Aircraft and a covenant from the third party to include this prohibition and covenant in any other contract or agreement said\nthird party may enter into regarding the Aircraft. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (E) | Lessee will, whenever requested by Lessor during the Lease Term, execute and deliver to Lessor any agreements, instruments and documents, in a form satisfactory to Lessor, which may\nbe necessary to fully consummate the various undertakings contemplated herein and necessary for the maintenance and protection of Lessor’s title to the Aircraft, including, but not limited to, filings with the FAA or the International Registry.\n |\n\n  \n\n\n6", "source": "agreement_14.md" }, { "id": "162", "text": "| | | |\n| --- | --- | --- |\n|   | (F) | Lessee will allow Lessor to make reasonable periodic inspections of the Aircraft and its Engines, Propellers, Parts and Technical Records, including visual and physical inspections\nand testing utilizing such methods and non-destructive technologies as Lessor, in its sole discretion, deems proper and necessary. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (G) | Lessee will make reports in such form (consistent with standard industry practice) and at such times as Lessor may reasonably require with regard to the Aircraft, including, but not\nlimited to, the use, operation, location and condition of the Aircraft. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 6.2 | Lessee understands and agrees that it will not acquire any right of beneficial ownership or equity in the Aircraft by reason of the payment of any rentals hereunder or by virtue of\nany other reason or legal theory. Lessee shall not have the right to register the Aircraft in Lessee’s name with the FAA or any other governing authority, unless Lessor specifically agrees in writing. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 6.3 | Lessee acknowledges that Lessor is the owner of the Aircraft and that Lessee holds the Aircraft under lease from Lessor. Lessee covenants that it will, for income tax purposes,\ntreat the transactions contemplated hereby as a true lease and will not take any position on its tax returns or in any other document or instrument relating thereto that is inconsistent therewith other than, if required by generally accepted\naccounting principles, its financial statements. |\n\n ARTICLE 7: MAINTENANCE AND RECORDS", "source": "agreement_14.md" }, { "id": "163", "text": "ARTICLE 7: MAINTENANCE AND RECORDS \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.1 | Lessee shall, at its own expense and at all times during the Lease Term, maintain the Aircraft and cause the Aircraft to remain currently certified and completely airworthy and in\ngood and safe operating order, repair and condition in accordance with the requirements of the FAA and any other governmental authorities having jurisdiction therefor. Lessee, at its own expense, shall also pay for all fuel, service, inspections,\noverhauls, replacements, substitutions, improvements, storing, hangaring, maintenance and Airworthiness Directives (with which the FAA requires completion or compliance during the Lease Term) respecting the Aircraft and will permit all such required\ninspections, replacements, substitutions, maintenance and repair work to be performed only at either (a) Lessee’s service facility, provided that Lessee maintains its Part 121 and Part 145 certifications, or (b) service facilities\nduly licensed by the FAA, approved by the Manufacturer and acceptable to Lessor. Lessee will cause all such work (as described in the preceding sentence) to be performed by appropriately licensed and currently certificated persons duly qualified to\nperform such work as and when required thereby. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.2 | Lessee will operate the Aircraft in compliance with all FAR requirements set forth under Title 14 of the Code of Federal Regulations, as well as any other applicable laws or\nregulations. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.3 | Lessee will maintain the Aircraft in accordance with the Manufacturer’s operating, inspection and maintenance manuals or Lessee’s FAA-approved maintenance\nand \n |\n\n  \n\n\n7", "source": "agreement_14.md" }, { "id": "164", "text": "| | |\n| --- | --- |\n|   | \ninspection program, and in compliance with all applicable FAR requirements set forth under Title 14 of the Code of Federal Regulations (hereinafter sometimes\nreferred to as “Maintenance Program”). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.4 | Lessee shall prepare and maintain all Technical Records pertaining to the Aircraft during the Lease Term in accordance with all applicable rules and regulations of the FAA and any\nother governmental authorities. Such records shall be prepared and maintained in a commercially prudent manner and shall provide a complete historical record of the Aircraft, including, but not limited to, the use, operation, servicing and\nmaintenance of the Aircraft, and all Airworthiness Directives and Service Bulletins that may be issued relative to the Aircraft. A complete record of the number of Manufacturer’s defined and specified cycles completed by the Aircraft shall also\nbe maintained in appropriate log books or other permanent records for the Aircraft. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.5 | All records which Lessee is required to prepare, maintain and retain under this Article shall be available for examination and copying by Lessor at all reasonable times. Lessee\nagrees to furnish any information in respect to the location and use of the Aircraft that Lessor may reasonably request. Lessee shall deliver, free of charge, all such records in complete and current form to Lessor upon return of the Aircraft to\nLessor. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.6 | Lessee, at its sole expense, may make alterations, modifications, additions or improvements to the Aircraft, provided that: |", "source": "agreement_14.md" }, { "id": "165", "text": "| | | |\n| --- | --- | --- |\n|   | (A) | any such alteration, modification, addition or improvement has been approved by the Manufacturer of the Aircraft and/or required by the FAA; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | any such alteration, modification, addition or improvement does not eliminate any of the Aircraft’s capabilities, nor reduce its value or utility, nor impair its warranty,\nairworthiness, certifications, safety or performance; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Lessee receives Lessor’s prior written approval, provided that such approval shall not be required with respect to any routine maintenance or repairs performed by Lessee on the\nAircraft. |\n\n Unless otherwise agreed in writing, all such alterations, modifications, additions and improvements to the Aircraft\nshall become a part of the Aircraft leased hereunder. Lessee shall promptly notify Lessor in writing of the nature of any contemplated alteration, modification, addition or improvement, and if Lessor’s written approval is given, Lessee shall\nsubsequently notify Lessor upon the completion of the alteration, modification, addition or improvement that such work has been accomplished and all required entries in the Technical Records or other permanent records of the Aircraft have been made\nand certified by FAA-authorized Inspectors. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.7 | Lessee shall promptly notify Lessor of any and all engine and propeller changes or substitutions with respect to the Aircraft. Lessee agrees to execute, deliver and\nfacilitate any and all required filings necessary in connection with such change or substitution, \n |\n\n  \n\n\n8", "source": "agreement_14.md" }, { "id": "166", "text": "| | |\n| --- | --- |\n|   | \nincluding but not limited to filings with the FAA or the International Registry, that Lessor shall determine in its sole discretion are necessary to maintain\nand protect its interest in the Aircraft. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.8 | Engine Maintenance Costs and Consumption Fee |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Maintenance Costs: Lessee shall be solely responsible for the cost of all scheduled and unscheduled maintenance on the Engines during the Lease Term, including but not\nlimited to the cost of any basic unscheduled removal of an engine and foreign object damage. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Consumption Fee: In lieu of Lessee enrolling the Engines in a maintenance reserves plan or program with the engine manufacturer or other third party supplier of such\nservices, Lessee shall pay Lessor an engine consumption fee in the amount stated in Exhibit “A” for all engine utilization during the Lease Term. The consumption fees shall (i) be calculated on a monthly basis and paid by Lessee to\nLessor monthly in arrears, (ii) be the sole and exclusive property of Lessor, and (iii) not be available to Lessee for use as maintenance reserves or for use in performing repairs or maintenance on the Aircraft’s engines.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.9 | Substitution and Ownership of Parts and Engines |", "source": "agreement_14.md" }, { "id": "167", "text": "| | |\n| --- | --- |\n| 7.9 | Substitution and Ownership of Parts and Engines |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Substitution of Parts. Lessee, at its own cost and expense, will promptly replace any and all Parts (inclusive of Propellers and Landing Gear) that may from time to time be\nincorporated or installed in or attached to the Aircraft or any Engine that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever.\nAll replacement Parts and replacement Engines shall (i) be in as good operating condition as the Part or Engine replaced assuming such replaced Part or replaced Engine was in the condition and repair required to be maintained by the terms of\nthis Agreement, (ii) be of comparable make and model or an improved or advanced version of the replaced Part or Engine and approved for installation on the Aircraft, (iii) have origin (back-to-birth) traceability and valid FAA\ncertification, and (iv) not impair the airworthiness or diminish the overall value of the Aircraft, and any such replacement Part or Engine, upon installation on the Aircraft, shall thereby be owned by Lessor and become subject to this\nAgreement without the necessity of further act. |", "source": "agreement_14.md" }, { "id": "168", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | Ownership of Replacement Parts and Engines. Lessee shall procure that any substituted, replacement or renewed Part or Engine shall be, or upon installation\non the Aircraft become, the property of Lessor subject to this Agreement and any security documents and be free and clear of liens and encumbrances, and Lessee shall deliver to Lessor any instruments reasonably required by Lessor evidencing\nLessor’s title to such substitution, replacement or renewal Part or Engine. Any Part or Engine at any time removed from the Aircraft shall remain the property of Lessor, no matter where located, until such time as such Part or Engine shall be\n\n |\n\n  \n\n\n9", "source": "agreement_14.md" }, { "id": "169", "text": "| | |\n| --- | --- |\n|   | \nreplaced by a Part or Engine that has been incorporated or installed in or attached to the Aircraft in a manner that satisfies the requirements of the\npreceding sentence, whereupon title and ownership to such removed Part or Engine shall vest in Lessee. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Removal, Pooling and Interchange of Engines and Propellers. Lessee shall not permit any Engine or Propeller to be removed from the Aircraft and (i) installed on another\naircraft, (ii) placed into storage or (iii) placed into the care, custody or control of any third party without first obtaining the express written consent of Lessor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | Title to Removed Parts and Engines. If a Part or Engine is at any time removed from the Aircraft for any reason whatsoever, title to such Part or Engine shall remain vested\nin Lessor at all times and such shall remain subject to this Agreement and any security documents, and Lessee shall not take any steps that could be reasonably expected to jeopardize the interest of Lessor and any lender or secured party therein or\nthat could be reasonably expected to lead any third party to believe that such Part or Engine is the property of any person other than Lessor, subject to the provisions set forth above in the last sentence of Article 7.9(B).\n |\n\n ARTICLE 8: USE AND OPERATION OF AIRCRAFT", "source": "agreement_14.md" }, { "id": "170", "text": "ARTICLE 8: USE AND OPERATION OF AIRCRAFT \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.1 | Lessee warrants that the Aircraft will be used only for lawful purposes in the normal course of Lessee’s business. Lessee shall at all times keep the Aircraft duly and properly\nregistered on the U.S. register of civilian aircraft. Lessee’s use and operation of the Aircraft is restricted to the areas of operation authorized in Lessee’s FAA-approved operations specifications. Lessee will not use or operate the\nAircraft in any geographic area for which Lessee has not obtained and is maintaining, in full force and effect, the insurance coverage required under this Lease. Additionally, Lessee must obtain and carry adequate insurance coverage protecting the\nAircraft against confiscation, war risks and allied perils for any operations outside of the United States of America, Canada and/or Mexico. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.2 | During the Lease Term, Lessee shall hold and maintain in good standing a current and valid operating certificate in conformity with FAR Parts 121, and/or 135, as such FARs may be\napplicable to Lessee’s usage and operation of the Aircraft. Lessee agrees to use and operate the Aircraft only in full compliance with all applicable FAR requirements and in accordance with the terms, conditions and provisions of all insurance\npolicies required under this Lease. |", "source": "agreement_14.md" }, { "id": "171", "text": "| | |\n| --- | --- |\n| 8.3 | During the Lease Term, Lessee will abide by and conform to all applicable laws, ordinances, orders, rules and regulations, whether federal, state, municipal, foreign or otherwise,\nnow existing or hereafter enacted (including, without limitation, those now or hereafter promulgated by the FAA and any other governmental agency having jurisdiction over the Aircraft), which control or in any way affect the possession, maintenance,\ncondition, operations, use or airworthiness of the Aircraft, or the use of any premises or facilities occupied by the Aircraft. |\n\n  \n\n\n10", "source": "agreement_14.md" }, { "id": "172", "text": "| | |\n| --- | --- |\n| 8.4 | Lessee will not load, use, operate, maintain, service, repair, hangar or store the Aircraft negligently, abusively, improperly or in violation of this Lease or so as to void or\nadversely affect any insurance covering the Aircraft. Lessee will keep the Aircraft adequately protected at all times when not in use. |\n\n ARTICLE 9: INSURANCE \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.1 | Lessee will, at all times and at its sole expense, obtain and carry the types and amounts of insurance coverage specified below (to the extent the same are commercially available to\nairline operators): |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | “All Risk” type hull insurance on the Aircraft, subject to the physical damage deductible both In-Flight and Not In-Flight, including ingestion and foreign object damage,\nand in amounts not less than the value stated in Exhibit “A” (“Stipulated Value”) attached hereto and with a deductible not exceeding U.S.$50,000.00. All policies of insurance carried in accordance with this subsection\n(A) will provide that the insurance proceeds from any loss involving the Aircraft will be jointly payable to Lessor and Lessee, provided that insurance proceeds in amounts below U.S.$50,000.00 may be paid by the insurer directly to Lessee.\n |", "source": "agreement_14.md" }, { "id": "173", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | Aircraft passenger liability, public liability and property damage liability insurance, including such additional liability insurance as is necessary to cover Lessee’s\nincidental use and operation of the Aircraft, with limits no less than U.S. $50,000,000.00 combined single limit per occurrence. Such insurance will not favor Lessee or any other insured as against Lessor, its officers, agents, servants, employees,\nsuccessors or assigns as to priority of application of insurance proceeds in satisfaction of claims against more than one insured. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Hull War and Allied Perils coverage for the amount of the Stipulated Value (including confiscation by government of registration), and Liability War and Allied Perils coverage (form\nAVN 52E) in the amount of U.S. $50,000.000.00, or if the FAA offers such War and Allied Perils insurance coverage which affords to Lessor equal to or better coverage and amounts as required by form AVN52E, Lessee may carry such War and Allied Perils\ncoverage under an FAA insurance policy. If separate Hull “all risk” and “war risk” insurance is arranged, a 50/50 provision must be included in accordance with market practice (AVS 103 is the current market language).\n |", "source": "agreement_14.md" }, { "id": "174", "text": "| | | |\n| --- | --- | --- |\n|   | (D) | Insurance on the Aircraft’s engines and parts, which covers said engines or parts when they are not installed on the Aircraft or another aircraft, under a contract of all risks\nproperty insurance for an amount which will at no time shall be less than the replacement cost of said engines or parts, the terms and conditions of which do not provide for any payment by Lessee in the form of a deductible in an amount greater than\nU.S. $50,000.00. |\n\n  \n\n\n11", "source": "agreement_14.md" }, { "id": "175", "text": "| | |\n| --- | --- |\n| 9.2 | All insurance policies maintained by Lessee in accordance with Article 9.1, subsections (A) through (D), will also comply with each of the following requirements:\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | name Lessor and Lessee as loss payee with respect to the physical damage coverages maintained in accordance with the provisions of subsections (A), (C) and (D) and as\nadditional insured with respect to the liability coverages maintained in accordance with the provisions of subsections (B) and (C); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | be in the kind and form satisfactory to Lessor and issued by insurers of recognized responsibility which are satisfactory to Lessor; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (3) | with regard to the insurance coverage required by subsection (B), be primary without right of contribution from any other insurance which is carried by Lessor with respect to its\ninterest in the Aircraft; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (4) | waive any right of subrogation of the insurer against Lessor; likewise, Lessee will waive any right of subrogation against Lessor to the same extent the Lessee has waived its rights\nof recovery under the terms of this agreement; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (5) | provide that Lessor shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance policies; |", "source": "agreement_14.md" }, { "id": "176", "text": "| | | |\n| --- | --- | --- |\n|   | (6) | provide that if such insurance is canceled by insurers for any reason whatsoever, or any substantial change is made in policy terms, conditions or coverage adverse to the interests\nof Lessor, or the policy is allowed to lapse for nonpayment of premium, such cancellation, change or lapse will not be effective as to Lessor until thirty (30) days (seven [7] days or such shorter period as is customary with respect to War\nRisks coverages / ten [10] days in the event of cancellation due to nonpayment of premium) after Lessee’s insurers send written notice of the cancellation, change or lapse in policy terms, conditions or coverage to Lessor via certified mail or\nfacsimile transmission; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (7) | provide that in respect of the interest of Lessor in such policies, the insurance will not be invalidated by any action or inaction of Lessee and will insure Lessor regardless of\nany breach or violation by Lessee of any warranty, declaration or condition contained in such policies as respects physical damage coverage only; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (8) | provide that the geographic limits, if any, contained in such policy will include at a minimum all territories over which Lessee will operate the Aircraft; |", "source": "agreement_14.md" }, { "id": "177", "text": "| | | |\n| --- | --- | --- |\n|   | (9) | Lessee will furnish to Lessor evidence of the aforesaid insurance coverage in certificate form. Evidence of renewal of each policy will thereafter be furnished to Lessor in\ncertificate form. Lessee covenants that it will not do any act or voluntarily suffer or permit any act to be done whereby any insurance required hereunder will or may be suspended, impaired or defeated; and |\n\n  \n\n\n12", "source": "agreement_14.md" }, { "id": "178", "text": "| | | |\n| --- | --- | --- |\n|   | (10) | only with respect to subsection (B), include a Severability of Interest Clause which provides that the insurance, except for the limit of liability, will operate to give each\ninsured the same protection as if there was a separate policy issued to each of them. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.3 | Lessee’s use of the Aircraft may be terminated by Lessor, at any time and without notice, in the event Lessee fails to maintain in force any of the insurance coverage required\nunder this Article. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.4 | Lessee warrants that the Aircraft shall be operated: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | only by duly licensed pilot operators currently certificated as qualified to operate the Aircraft in compliance with the laws of the United States or any other state or local\ngovernmental authorities having jurisdiction therefor; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | in accordance with the provisions of the insurance policy or policies issued in connection therewith. |\n\n ARTICLE 10: LOSS OR DAMAGE \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.1 | Lessee assumes and shall bear the entire risk of loss, destruction, theft, taking of or damage to the Aircraft from any cause whatsoever. Lessee shall promptly report to Lessor in\nwriting any loss, destruction, theft, taking of or damage to the Aircraft, and shall promptly provide to Lessor copies of all reports or documents made or given by Lessee relating thereto. |", "source": "agreement_14.md" }, { "id": "179", "text": "| | |\n| --- | --- |\n| 10.2 | In the event the Aircraft shall have been lost, destroyed, stolen or damaged to such an extent that the Manufacturer and/or Lessor determines that repair thereof is impractical, or\nin the event of a total taking of the Aircraft (which term includes, without limitation, seizure, hijacking, condemnation, requisition or taking of possession of the Aircraft by any governmental authority, domestic or foreign, or any agency or\npolitical subdivision thereof), Lessee shall pay to Lessor or its Assignee within ninety (90) days after such loss, destruction, theft, taking or damage, a sum equal to the Stipulated Value stated in Exhibit “A” hereto, plus an amount\nequal to any accrued rental payments due hereunder, plus all other sums payable under this Lease (including, but not limited to, the sums payable under any indemnity provisions). The occurrence of any of the above-identified incidents shall be\ndeemed as a “Total Loss” of the Aircraft. Any nonpayment of insurance proceeds that may be due hereunder will not excuse Lessee from its obligation to pay Lessor as set forth hereinabove. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.3 | To the extent that the loss, destruction, theft, taking or damage described in Article 10.2 is covered by insurance, all proceeds of such insurance shall be first\napplied by Lessor toward satisfaction of the payments required to be made to Lessor or its Assignee \n |\n\n  \n\n\n13", "source": "agreement_14.md" }, { "id": "180", "text": "| | |\n| --- | --- |\n|   | \npursuant to Article 10.2. Upon Lessor’s receipt of payment in full as required under Article 10.2, this Lease shall terminate (if Lessee is not then in\ndefault under this Lease) and Lessee shall become entitled to: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | all remaining proceeds of insurance pertaining to the Aircraft, and all rights and ownership in the insurance policies required under this Lease, except as to such policies insuring\nor covering liabilities of Lessor or any other person named as insured or covered thereby, caused by or arising out of or in connection with any events, matters or circumstances antedating or existing at the time of such termination; and\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | all of Lessor’s rights, title, duties and interest with regard to the Aircraft as they exist at the time of such termination, without warranty, express or implied, as to any\nmatter whatsoever. |\n\n LESSEE’S ACQUISITION OF TITLE TO THE AIRCRAFT SHALL BE “AS IS, WHERE IS, AND WITH ALL\nFAULTS”. FOLLOWING TRANSFER OF TITLE TO LESSEE, LESSOR SHALL NOT THEREAFTER BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE, LOSS OF PROFITS OR DIMINUTION OF MARKET\nVALUE, OR ANY DAMAGES CLAIMED BY THE LESSEE OR ANY OTHER PERSON OR ENTITY UPON THE THEORIES OF NEGLIGENCE OR STRICT LIABILITY IN TORT.", "source": "agreement_14.md" }, { "id": "181", "text": "Following Lessor’s transfer of title to Lessee, Lessee shall release, indemnify and hold Lessor harmless, together with its insurers, directors, officers, agents, employees and stockholders, from any and all claims, suits, litigations,\njudgments, costs, expenses, losses or damage whatsoever, including reasonable attorneys’ fees and expenses, arising out of or relating to any deaths, personal injury, sickness or condition, loss or destruction of property, and/or any loss of\nthe time, or use of the Aircraft or other equipment, or loss of time of employment of persons in respect to any claimed loss, injury or damage for which liability might be imposed under any of the laws of any jurisdiction by reason of an accident\ninvolving the Aircraft. \n\n Lessor and Lessee agree to deliver such duly executed instruments as may be required to accomplish the foregoing.\n\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.4 | If the Aircraft or any part or component thereof shall suffer any loss, destruction, theft, taking or damage, other than as set forth in Article 10.2 above, Lessee\nshall at its own expense promptly restore the Aircraft to a good and safe and airworthy condition, repair and working order, including, without limitation, replacing all equipment, parts or components of the Aircraft as shall have been lost,\ndestroyed, stolen, taken or damaged with Manufacturer approved equipment, parts or components of equal or greater value. After any such repairs or replacements are completed, Lessee shall certify to Lessor that the Aircraft has been inspected by an\nFAA-authorized Inspector and has in effect a current FAA Certificate of Airworthiness. All insurance proceeds paid to Lessor as a \n |\n\n  \n\n\n14", "source": "agreement_14.md" }, { "id": "182", "text": "| | |\n| --- | --- |\n|   | \nresult of such damage, pursuant to Article 9.1(A) hereof, shall be available to reimburse Lessee for the reasonable costs of all required repairs, provided\nthat no “Event of Default” (reference Article 13) has occurred and is continuing. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.5 | No loss, destruction, theft, taking of or damage to the Aircraft, however occurring and whether or not the same is covered by insurance, shall relieve Lessee of any of its\nobligations under this Lease. |\n\n ARTICLE 11: GENERAL INDEMNITIES \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 11.1 | Lessee shall exonerate and indemnify Lessor, its officers, employees, representatives, insurers, agents and assigns, against and hold them harmless from, any and all claims,\nactions, suits, proceedings, losses, judgments, damages and liabilities (including reasonable attorneys’ fees) and all other costs and expenses in connection therewith or incident thereto, for death or injury to any person (other than Lessor or\nLessor’s employees) whomsoever, and for any loss or damage to, or destruction of, any property whatsoever, caused by or arising out of, or in any way connected with or resulting from: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | the Aircraft or any property or persons aboard or connected with the Aircraft; |", "source": "agreement_14.md" }, { "id": "183", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | the manufacture, acquisition, selection, delivery, possession, use, condition, operation, storage, maintenance, servicing, repair or return of the Aircraft; and\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | strict liability in tort relating to the Aircraft, provided that Lessee shall have no obligation to indemnify Lessor for any acts or omissions on the part of the manufacturer of the\nAircraft or any of its parts or components; |\n\n but only to the extent any such claims, actions, suits, proceedings, losses,\njudgments, damages and liabilities are caused by or arise out of or result from any errors, acts, omissions or negligence on the part of Lessee.", "source": "agreement_14.md" }, { "id": "184", "text": "| | |\n| --- | --- |\n| 11.2 | LESSEE HEREBY AGREES TO RELEASE, PROTECT, INDEMNIFY AND HOLD LESSOR HARMLESS, TOGETHER WITH ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND INSURERS, FROM AND AGAINST ANY AND\nALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, COSTS, FINES, EXPENSES, LOSSES, DAMAGES AND LIABILITIES WHICH IN ANY MANNER RELATE TO OR ARISE OUT OF THE INJURY OR DEATH OF ANY PERSON, OR DAMAGE TO OR LOSS OF PROPERTY, OCCASIONED BY OR RESULTING\nFROM (A) ANY ACCIDENT OR FAILURE OF THE AIRCRAFT OR ANY OF ITS EQUIPMENT WHICH OCCURS AT ANY TIME DURING WHICH LESSEE OWNS AND/OR OPERATES THE AIRCRAFT, (B) ANY ACTS OR OMISSIONS OF LESSEE IN THE INSPECTION, REPAIR, MAINTENANCE, SERVICING\nOR OPERATION OF THE AIRCRAFT, AND (C) ANY ACTS OR OMISSIONS OF LESSEE IN FULFILLING THE WARRANTIES AND COVENANTS STIPULATED IN THIS AGREEMENT. |\n\n  \n\n\n15", "source": "agreement_14.md" }, { "id": "185", "text": "| | |\n| --- | --- |\n| 11.3 | With respect to causes of action accruing during the Lease Term, the indemnities specified above in Article 11.1 shall remain in full force and effect notwithstanding the expiration\nor other termination of this Lease. |\n\n ARTICLE 12: LICENSES, CERTIFICATES, PERMITS, FEES AND TAXES \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.1 | Lessee shall, at its sole expense, procure and maintain in effect all licenses, certificates, permits and other approvals and consents required by any municipal, state, federal or\nforeign laws and regulations in connection with the possession, use and operation of the Aircraft. Lessee shall pay promptly when due all registration, title, license, landing, toll, permit and certificate fees, all assessments, sales, use, gross\nreceipts, property and any and all other taxes or other charges of whatever nature (hereinafter collectively called “Impositions”) and by whomever payable (except federal or state taxes levied on Lessor’s net income), now or\nhereafter imposed by any state, federal, local or foreign governmental authority upon any use, ownership, rental, shipment, transportation, delivery or operation of the Aircraft or upon or measured by any payments due hereunder.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.2 | If any such Impositions and any penalties or interest thereon shall be paid by Lessor or if Lessor is required to collect and pay any thereof, Lessee shall, upon demand by Lessor,\npromptly reimburse Lessor for such sums and for any expenses incurred therein, and any such payment made by Lessor for Lessee shall not relieve Lessee from its obligation to pay all such Impositions as provided hereunder. |", "source": "agreement_14.md" }, { "id": "186", "text": "ARTICLE 13: DEFAULT AND REMEDIES \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.1 | An “Event of Default” shall be deemed to occur if: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Lessee either (1) fails to pay when due any monthly rental payment or any other sum scheduled to be payable to Lessor under this Lease, or (2) if the failure continues for\na period of five (5) days after Lessor has given Lessee notice of the failure; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Lessee fails to pay when due any unscheduled payment payable to Lessor under this Lease, and such failure continues for a period of five (5) days after Lessor has given Lessee\nnotice of the failure; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Lessee fails to perform or observe any material covenant, warranty, condition, obligation or agreement to be performed, honored or observed by it hereunder, if such failure\ncontinues for a period of seven (7) days after Lessor has given Lessee notice of such failure; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | any carrier of insurance cancels or reduces coverage under any policy of insurance required hereunder or determines that Lessee is an uninsurable risk at standard rates;\n |\n\n  \n\n\n16", "source": "agreement_14.md" }, { "id": "187", "text": "| | | |\n| --- | --- | --- |\n|   | (E) | Lessor determines that any material warranty or representation of Lessee herein was untrue when made; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (F) | Lessee’s Air Carrier Certificate (reference Article 1.3) is revoked or suspended for any reason; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (G) | Lessee ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due or such fact\nis determined in a judicial proceeding, files a voluntary petition in bankruptcy, has a petition in bankruptcy filed against it, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement,\ncomposition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation, or files an answer admitting the material allegations of a petition filed against it in any such proceedings, consents\nto or acquiesces in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets or properties, or if it or the holders of its Common Stock shall take any action contemplating its dissolution or\nliquidation (but excluding a filing of technical insolvency with the Internal Revenue Service for income recognition purposes); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (H) | Lessee attempts to sell, transfer, sublet, encumber or part with possession of the Aircraft or any item thereof in breach of this Lease; or |", "source": "agreement_14.md" }, { "id": "188", "text": "| | | |\n| --- | --- | --- |\n|   | (I) | Lessee is in default under any obligation in excess of $1,000,000 which it has for the payment of money to any person or entity. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.2 | Upon the occurrence of any Event of Default, Lessor may elect to declare this Lease to be in default and immediately take one or more of the following actions:\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | proceed by appropriate court action or actions either at law or in equity to enforce performance by Lessee of the applicable covenants and terms of this Lease or to recover from\nLessee any and all damages or expenses which Lessor shall have sustained by reason of Lessee’s default under this Lease or on account of Lessor’s enforcement of its remedies hereunder; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | terminate Lessee’s rights under this Lease, whereupon Lessee, at Lessee’s sole cost and expense, shall cause the Aircraft to be delivered to Lessor in accordance with\nArticle 14; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | declare all rentals and other sums payable by Lessee under this Lease immediately due and payable; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | take possession of the Aircraft, whereupon Lessee’s right to the possession of the Aircraft shall terminate; |", "source": "agreement_14.md" }, { "id": "189", "text": "| | | |\n| --- | --- | --- |\n|   | (E) | apply for a court order authorizing or directing either Article 13.2 (B) or (D); |\n\n  \n\n\n17", "source": "agreement_14.md" }, { "id": "190", "text": "| | | |\n| --- | --- | --- |\n|   | (F) | pending final determination of any claim arising under the Lease obtain an order or orders for any or all of the following: preservation of the Aircraft; possession, control or\ncustody of the Aircraft; immobilization of the Aircraft; and/or lease or management of the Aircraft and the income therefrom; and/or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (G) | enforce any other right or remedy afforded to Lessor under applicable law (including but not limited to the Cape Town Treaty). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.3 | In the event of any such repossession as provided above in Article 13.2, Lessor may either lease the Aircraft or any portion thereof on such terms and to such persons as Lessor may\nelect, or sell the Aircraft or any portion thereof at public or private sale, following commercially reasonable notice of sale, but without presence of the Aircraft at the place of sale. If the Aircraft is leased, sold or otherwise disposed of\npursuant to this Article 13.3, Lessee shall be liable to Lessor for and Lessor may recover from Lessee, as liquidated damages for the breach of this Lease and not as a penalty, the amount by which the proceeds of such lease, sale or disposition\n(less the expense of retaking, repairing, refurbishing, storing, servicing, flight testing, demonstrating, leasing, selling or otherwise disposing of the Aircraft) is less than the sum of: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | all due and unpaid monthly rental payments for the Aircraft through the date of repossession; |", "source": "agreement_14.md" }, { "id": "191", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | the applicable fair market value of the Aircraft (in the event that the Aircraft is sold pursuant to this Article 13.3); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | an amount equal to all accrued Impositions and other amounts payable hereunder by Lessee with respect to the Aircraft; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | all costs, expenses, losses and damages incurred or sustained by Lessor by reason of Lessee’s default hereunder; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (E) | interest at 1.25 times the prime interest rate charged by Bank of America (New York, N.Y.), on each of the foregoing and on all sums not paid when due under any provision of this\nLease. |\n\n If on the date of such termination or repossession the Aircraft has been lost, destroyed, stolen, taken or damaged, or\nis subject to any levy, seizure, assignment, imposition, application for sale for or by any creditor or governmental agency, Lessee shall also be liable to Lessor for the amounts specified in Article 10, less the amount of any insurance recovery\nreceived by Lessor in connection therewith. Lessee hereby waives any and all rights to notice and to a judicial hearing with respect to the repossession of the Aircraft by Lessor in the event of a default hereunder by Lessee. Lessee also expressly\nwaives any damages occasioned by Lessor’s taking of possession of the Aircraft as provided above in Article 13.2. \n\n  \n\n\n18", "source": "agreement_14.md" }, { "id": "192", "text": "| | |\n| --- | --- |\n| 13.4 | No right or remedy conferred upon or reserved to Lessor by this Lease shall be exclusive of any other right or remedy herein or provided by law or at equity. All rights and remedies\nconferred upon Lessor by this Lease or by law shall be cumulative and in addition to every other right and remedy available. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.5 | In the event of any Event of Default, Lessee will pay to Lessor a reasonable sum for attorneys’ fees and such costs and expenses as shall have been incurred by Lessor in the\nenforcement of any right or privilege hereunder. |\n\n ARTICLE 14: RETURN OF AIRCRAFT \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 14.1 | Upon the expiration or termination of this Lease, Lessee will, unless a loss or damage to the Aircraft has occurred, at its expense and within forty-eight (48) hours:\n(i) redeliver the Aircraft and all Technical Records to Lessor at such airport facility located within the continental U.S. as Lessor may in its sole discretion designate; (ii) cause the Aircraft and all Technical Records to satisfy and\ncomply with all the provisions of Article 14.2; (iii) cause the Aircraft to be free and clear of all security interests, registrations and liens (other than liens caused by Lessor); and (iv) cause the following items relating to the\nAircraft to be delivered to Lessor: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | All records of maintenance, preventative maintenance, alterations and major repairs; |", "source": "agreement_14.md" }, { "id": "193", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | All airframe and engine logbooks endorsed for current total time and cycles for the airframe, total time and cycles for each engine and an entry for total time and cycles since\noverhaul and hot section inspection for each engine. The airframe logbook must include all appropriate endorsements (i.e. maintenance releases) verifying that the avionics have been periodically tested and inspected in accordance with all applicable\nprovisions of the FAR requirements and Lessee’s Maintenance Program; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | A current written summary certified by an FAA-licensed mechanic listing the status of all applicable Airworthiness Directives, Mandatory Service Bulletins, and Service Bulletins for\nthe airframe, engines and appliances; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | A written summary certified by an FAA-licensed mechanic of the current status of life limited and/or overhauled components for the airframe, engines (in accordance with the\nManufacturer’s recommended intervals), engine accessories and appliances as defined in the most current revision(s) of all Manufacturers’ maintenance publications applicable to the Aircraft. |", "source": "agreement_14.md" }, { "id": "194", "text": "In addition, Lessee must provide the following documentation and data for each component having an overhaul or inspection requirement of life limit, which\ncomponents are identified in pertinent sections of Lessee’s Maintenance Program applicable to the Aircraft as follows: (i) an airworthiness release certificate or maintenance release tag, (ii) the vendor work order or copy thereof\nverifying the details of each component overhaul, and (iii) an appropriate record certifying the date and expended time status of the component when installed (i.e. copy of log or inspection squawk card). The three items identified in the\npreceding sentence must be properly organized and provided on board the Aircraft at the time it is returned to Lessor in order for the Aircraft to satisfy the requirements of this Article 14. \n\n  \n\n\n19", "source": "agreement_14.md" }, { "id": "195", "text": "To the extent not covered above, Lessee will also deliver to Lessor all work cards, computerized\nmaintenance history, component serviceability tags, STCs, 337s, NDT radiographs, maintenance manuals, structural repair manuals, flight manuals, and crew manuals in an acceptable media, including CD-ROM. All manuals or other documents delivered to\nLessor which are subject to periodic revision will be fully up-to-date and current to the latest revision standard of any particular manual or document. If the Aircraft is on a computerized maintenance program, such program will be up-to-date in\naccordance with the Manufacturer’s recommended maintenance schedule and fully assignable to Lessor at redelivery. \n\n Lessee acknowledges\nthat each of the items described above must be provided to Lessor upon return of the Aircraft, regardless of whether Lessee has conducted its periodic inspections of the Aircraft pursuant to pertinent sections of Lessee’s Maintenance Program or\nin accordance with an inspection program approved by the FAA. Lessee hereby expressly waives its right of objection to the right of Lessor under this Agreement to demand redelivery of the Aircraft and logbooks upon an Event of Default being notified\nby Lessor to Lessee. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 14.2 | Upon the expiration or termination of this Lease, including by the sale of the Aircraft to a third party, Lessee (at its sole cost and expense) shall cause the Aircraft to comply\nwith each of the following provisions at the time it is redelivered to Lessor: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | General Conditions |", "source": "agreement_14.md" }, { "id": "196", "text": "| | | |\n| --- | --- | --- |\n|   | (A) | General Conditions |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The Aircraft will be in an airworthy and fully serviceable condition with all systems fully functional and operational. The Aircraft will have no airworthiness or safety of flight\ndiscrepancies, and no carry-over or deferred defects of any kind in existence. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | The Aircraft will comply with the Manufacturer’s original specifications and have installed the full complement of engines and other equipment, parts, accessories and loose\nequipment as installed in the Aircraft at delivery to Lessee. Any aircraft system added or modified by supplemental modification action will also be fully operational and functional. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (3) | The Aircraft will have a current FAA Certificate of Airworthiness. In this regard, the Certificate of Airworthiness will be currently validated by appropriate entries duly executed\nby currently licensed FAA inspectors in all applicable logbooks for the Aircraft. Lessee will be solely responsible for all costs and expenses incurred in obtaining the Certificate of Airworthiness, including but not limited to, all aircraft\ninspections required for issuance of the Certificate of Airworthiness. |\n\n  \n\n\n20", "source": "agreement_14.md" }, { "id": "197", "text": "| | | |\n| --- | --- | --- |\n|   | (4) | The Aircraft will be current and in complete compliance with the Manufacturer’s recommended Maintenance Program (ref. FAR 91.409[f][3]), specifically including all applicable\nManufacturer’s recommended maintenance schedules for the airframe, engines, propellers and avionics. The Aircraft will be in complete compliance with all requirements of the FAA. All of the Aircraft’s maintenance will be signed off in\naccordance with the regulations of the FAA and the above designated inspection program. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (5) | (i) Compliance with Maintenance Schedule: All of the Aircraft’s airframe, engine (including hot section inspections), propeller and avionic component overhaul periods,\nmandatory life limitations and other specifications will be complied with pursuant to the applicable Manufacturer’s recommended maintenance schedule. |\n\n (ii) Engines: All maintenance on the Engines shall be current and up-to-date, and Lessee shall have complied with all requirements stipulated above in Article 7.8 (Engine Maintenance Costs and Consumption Fee)\nand Article 7.9 (Substitution and Ownership of Parts and Engines).", "source": "agreement_14.md" }, { "id": "198", "text": "(iii) Life Limited Components: The Aircraft (excluding only its\nengines) shall be in no worse condition upon redelivery by Lessee to Lessor than the condition it was in at the time it was delivered by Lessor to Lessee at the inception of the Lease, reasonable wear and tear excepted. The standard for determining\nLessee’s compliance with this requirement will be the Aircraft’s various life limited components identified in Chapters 4 and 5 of the Beech 1900D maintenance manual. Thus, at redelivery, each life limited component must have no less life\nremaining on the component than said component had at the time the Aircraft was delivered to Lessee. Should any life limited component fail to meet the above standard, Lessee will either (a) replace the non-compliant component with another\ncomponent of like kind which meets the above standard, or (b) pay to Lessor a financial adjustment with respect to such non-compliant component in an amount equal to the cost of replacing the non-compliant component based upon Lessor’s\ntypical cost for overhauling such component (“Overhaul Cost”), which Overhaul Cost will be prorated to an amount equal to the amount of life (as a percentage) that was remaining on the non-compliant component at the time the\nAircraft was delivered to Lessee less the amount of life (as a percentage) that is remaining on the non-compliant component at the time the Aircraft is redelivered to Lessor. For sake of clarity, the Engines shall not be subject to the requirements\nof this subclause 5(iii), but the Engines shall be subject to the provisions of subclauses 5(i), 5(ii) and 5(iv) of the present Article 14.2(A). \n\n  \n\n\n21", "source": "agreement_14.md" }, { "id": "199", "text": "(iv) Documentation:Lessee will provide evidence to Lessor, in such form and substance as\nis consistent with generally accepted industry practice and standards, of its compliance with the requirements of items (i), (ii) and (iii) above, such evidence to include “yellow” tags, release certificates, certificates of\nconformance or other such documentation verifying the origin and condition of components at installation. A serial number verification of all components will be performed. In the event documentation does not exist to verify the origin and condition\nof components at installation, Lessee will overhaul and/or replace all such components with components in a zero-time or fully overhauled condition. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (6) | All Airworthiness Directives, Service Bulletins, Mandatory Service Bulletins and other mandatory orders issued by the FAA or the Manufacturer affecting the Aircraft’s airframe,\nengines, propellers and avionics which exist at the time of return will be fully complied with and satisfied. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (7) | A current Phase Inspection will have been performed on the Aircraft by an FAA authorized Certified Repair Station acceptable to Lessor immediately preceding redelivery in the manner\nstipulated in the Manufacturer’s recommended Maintenance Program with all discrepancies discovered corrected by Lessee. Lessor acknowledges that Lessee’s repair facility is acceptable, provided that Lessee maintains its Part 121 and Part\n145 certifications. |", "source": "agreement_14.md" }, { "id": "200", "text": "| | | |\n| --- | --- | --- |\n|   | (8) | The Aircraft will have installed all applicable vendors’ and manufacturer’s service bulletin kits received free of charge by Lessee that are appropriate for the Aircraft.\nIf these optional service bulletin kits have not been installed, they must be returned with the Aircraft. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (9) | The Aircraft will have all signs and decals clean, secure and legible. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Fuselage, Windows and Doors |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The fuselage will be free of major dents and abrasions, and patches with loose, pulled or missing rivets. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | The windshield will be free of cracks. Any delamination must be approved by the Manufacturer or Lessor. Windshield heat must be operational. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (3) | The cabin side windows will be free of delamination, warpage, blemishes, crazing and will be properly sealed. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (4) | The doors will be free moving, correctly rigged and be fitted with serviceable seals. |\n\n  \n\n\n\n22", "source": "agreement_14.md" }, { "id": "201", "text": "| | | |\n| --- | --- | --- |\n|   | (5) | Any and all structural repairs on the Aircraft will be permanent in nature and fully in accordance with the Manufacturer’s guidelines and will be approved where necessary by\nFAA documentation. Where possible, new repairs to the fuselage skin panels will be executed by means of “flush or insert” repair methods. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Wings and Empennage |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The leading edges will be free from damage, normal wear and tear excepted. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | The wings will be free of fuel leaks. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | Interior |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The ceiling, sidewalls and bulkhead panels will be clean and free of cracks and stains. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | All seat covers will be in good condition, clean and free of stains and meet applicable FAR fire regulations (burn certifications), normal wear and tear excepted.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (3) | All seats will be serviceable, in good condition and recovered as necessary, normal wear and tear excepted. |", "source": "agreement_14.md" }, { "id": "202", "text": "| | | |\n| --- | --- | --- |\n|   | (4) | All emergency equipment will be in good working condition. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (E) | Cockpit |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The fairing panels will be free of stains and cracks, will be clean, secure and repaired as necessary. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | Floor coverings will be clean and effectively sealed. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (3) | The seat covers will be in good condition, clean and free of stains and will conform to applicable FAR fire regulations (burn certifications), normal wear and tear excepted.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (4) | Seats will be serviceable, in good condition and will be recovered as necessary, i.e. if condition of the seat covers exposes seat cushions. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (F) | Cargo Compartments |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | All panels and cargo nets will be in good condition. |\n\n  \n\n\n23", "source": "agreement_14.md" }, { "id": "203", "text": "| | | |\n| --- | --- | --- |\n|   | (G) | Landing Gear |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The landing gear and wheel wells will be clean, free of leaks and repaired as necessary. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (H) | Corrosion |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The Aircraft will have been inspected and treated with respect to corrosion as defined in FAA Advisory Circular AC43-4A, Corrosion Control for Aircraft. Reference 1900D Structural\nRepair Manual for repairs. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (I) | Miscellaneous |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | The Aircraft will not have incurred any reduction of the specified fatigue life or require additional maintenance inspections over and above that determined by the Aircraft\nManufacturer. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | The Weight and Balance Schedule and Equipment List will be current and represent the Aircraft’s current configuration at the time of return. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (3) | The Aircraft will not be accepted, flight tested or undergo inspection by Lessor with a rental engine(s) installed. |", "source": "agreement_14.md" }, { "id": "204", "text": "| | | |\n| --- | --- | --- |\n|   | (4) | Physical redelivery condition of the Aircraft relating to paint, seat covers, carpet, tires and brakes shall be subject to normal wear and tear conditions. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 14.3 | Immediately prior to redelivering the Aircraft, Lessee will make the Aircraft available to Lessor for inspection (“Final Inspection”) in order to verify that the\ncondition of the Aircraft complies with this Lease. All costs in connection with the Final Inspection (except for Lessor’s own inspectors’ salaries, travel expenses and other out-of-pocket expenses) will be for the account of Lessee. The\nFinal Inspection will be long enough to permit Lessor to: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Inspect the Aircraft, Engine and Propeller logbooks and Technical Records; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Inspect the Aircraft and uninstalled Parts; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Inspect each Engine, including without limitation, a full boroscope and a full maintenance manual power assurance engine test run; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | Observe a one-hour demonstration flight (with Lessor’s representatives as onboard observers). |\n\n  \n\n\n24", "source": "agreement_14.md" }, { "id": "205", "text": "| | |\n| --- | --- |\n| 14.4 | To the extent that, at the time of Final Inspection, the condition of the Aircraft or an Engine does not comply with this Lease, Lessee will at its option: |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Immediately rectify the non-compliance and to the extent the non-compliance extends beyond the expiration of the Lease, the Lease Term will be automatically extended on a day-to-day\nbasis and this Lease will remain in force until the non-compliance has been rectified; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Redeliver the Aircraft to Lessor and indemnify Lessor, and provide to Lessor’s satisfaction, cash as security for the indemnity, against the cost of putting the Aircraft or\nEngine (as the case may be) into the condition required by this Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 14.5 | Provided Lessee has complied with its obligations under this Lease, following redelivery of the Aircraft by Lessee to Lessor, Lessor will deliver to Lessee an acknowledgment\nconfirming that Lessee has redelivered the Aircraft to Lessor in accordance with the Lease. Lessor reserves the right to claim restitution for hidden damages (exclusive of Manufacturer’s defects) which were caused by or which should have been\nreasonably discovered by Lessee due to its operation of maintenance of the Aircraft, but which could not be detected during the Aircraft return inspection process noted in Articles 14.3 and 14.4. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 14.6 | Lessee’s Maintenance Program |", "source": "agreement_14.md" }, { "id": "206", "text": "| | |\n| --- | --- |\n| 14.6 | Lessee’s Maintenance Program |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Prior to the expiration or termination of the Lease and upon Lessor’s request, Lessee will provide Lessor or its agent reasonable access to Lessee’s Maintenance Program\nand the logbooks and Technical Records in order to facilitate the Aircraft’s integration into any subsequent operator’s fleet; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Lessee will, if requested by Lessor to do so, upon return of the Aircraft, deliver to Lessor a certified, true, current and complete copy of Lessee’s Maintenance Program,\nprovided that Lessor shall not disclose any such program to a third party without Lessee’s prior written consent or a court order directing such disclosure. |\n\n ARTICLE 15: ASSIGNMENTS AND BENEFITS \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.1 | This Lease may be assigned by Lessor, at its sole discretion and at any time, either in whole or in part, upon written notice to Lessee but without further consent from Lessee.\nLessee hereby consents to any and all assignments or sales of, or the granting of participations in, this Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.2 | This Lease may not be assigned by Lessee, either in whole or in part, without the prior written consent of Lessor. |", "source": "agreement_14.md" }, { "id": "207", "text": "| | |\n| --- | --- |\n| 15.3 | The Aircraft leased hereunder may not be subleased or rented by Lessee to another party without the prior written consent of Lessor. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.4 | This Lease shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. |\n\n  \n\n\n25", "source": "agreement_14.md" }, { "id": "208", "text": "| | |\n| --- | --- |\n| 15.5 | Subject to Lessee’s right to possession of the Aircraft as long as no Event of Default has occurred and is continuing, Lessor may subject the Aircraft to the security interests\nof a lender to Lessor or otherwise subordinate the Lease to any financing agreement, and may provide the benefit of this Lease to such lender as security for Lessor’s obligations to its lenders. Lessee agrees to cooperate in all reasonable\nrespects with Lessor and Lessor’s lender with regard to such subordination, security interest or other financing agreement, and to execute such documentation as may reasonably be requested by Lessor or by Lessor’s lender in connection\ntherewith. Without limiting the foregoing, Lessee agrees upon the request of Lessor, from time to time, to execute a written certificate certifying the following points: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | that the Lease has not been modified and remains in full force and effect; or, if the Lease has been modified, what the modifications are and that the Lease as so modified remains\nin full force and effect; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | stating the date to which the monthly rental payments and other charges have been paid; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | acknowledging that to the knowledge of Lessee there are no uncured defaults on the part of Lessor under the Lease; or, alternatively, specifying any such default claimed by Lessee;\nand |", "source": "agreement_14.md" }, { "id": "209", "text": "| | | |\n| --- | --- | --- |\n|   | (D) | acknowledging that Lessee has no claims against Lessor under the Lease; or, alternatively, specifying any such claims that Lessee has against Lessor. |\n\n ARTICLE 16: NOTICES \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 16.1 | Any formal notice required or allowed hereunder shall be deemed sufficiently given if personally delivered or sent by certified mail (return receipt requested) or telefacsimile to\nthe party to whom said notice is to be given. Notices sent by certified mail, return receipt requested, shall be deemed to be served seventy-two (72) hours after the date said notice is postmarked to the addressee, postage prepaid. Notices sent\nby telefacsimile shall be deemed to have been served on the day sent. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 16.2 | Until changed by written notice given by either party to the other, the addresses of the parties shall be as follows: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | The Lessor: |\n\n Raytheon Aircraft Credit Corporation\n\n\n Attn: President \n\n 8300 East\nThorn Drive, Suite 100 \n\n Wichita, Kansas 67226 \n\n Telefacsimile: (316) 676-4636 \n\n  \n\n\n26", "source": "agreement_14.md" }, { "id": "210", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | The Lessee: |\n\n Great Lakes Aviation, Ltd. \n\n Attn: President \n\n 1022 Airport Parkway\n\n\n Cheyenne, Wyoming 82001 \n\n Telefacsimile: (307) 432-7001 \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 16.3 | The designated addresses of both parties must be located within the United States of America. |\n\n ARTICLE 17: LESSEE’S REPRESENTATIONS, WARRANTIES AND COVENANTS \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 17.1 | Lessee represents, warrants and covenants to Lessor each of the following: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Lessee is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated, and is duly qualified and authorized to do\nbusiness wherever the nature of its activities or the ownership of its properties require such qualification and authorization. |", "source": "agreement_14.md" }, { "id": "211", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | Lessee’s address noted above is its address for purposes of determining whether Lessee is situated in a Contracting State as defined in the Cape Town Treaty. Lessee further\nconfirms that its appointment as Transaction User Entity was a valid and enforceable act as to the Lessee, the appointment of its Administrator was a valid and enforceable act and the Administrator and/or the appointed Professional User has the\nauthority to bind the Lessee and make registrations on the International Registry. Lessee agrees to indemnify and hold Lessor harmless for any fees, cost or expenses (including attorney fees and costs for preparing documents and/or litigation)\nincurred by Lessor should the appointments of the Lessee’s Administrator or Professional User be deemed invalid or ineffective. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | Lessee has the full power, authority and legal right to execute, deliver and perform the terms of this Lease. This Lease has been duly authorized by all necessary corporate action\nof Lessee and constitutes a valid and binding obligation of Lessee, enforceable in accordance with its terms. Lessor hereby confirms that Lessee, by virtue of entering into this Agreement, shall not be deemed by Lessor to be in default of any other\nagreement currently existing between Lessor and Lessee. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (D) | There is no law, nor any charter, bylaw or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee,\nwhich would be contravened by the execution, delivery or performance by Lessee of this Lease. |", "source": "agreement_14.md" }, { "id": "212", "text": "| | | |\n| --- | --- | --- |\n|   | (E) | No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all\nsuch consents have been duly obtained and certified copies thereof shall be delivered to Lessor. |\n\n  \n\n\n27", "source": "agreement_14.md" }, { "id": "213", "text": "| | | |\n| --- | --- | --- |\n|   | (F) | No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the\nvalidity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (F) | There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as\nLessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to\nLessor at time of execution of this Lease. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (G) | Lessee is the holder of Air Carrier Certificate No. GL-BA0-31A issued pursuant to 14 CFR §121/135, or other such certificates that may be deemed to replace the aforementioned\ncertificate by the FAA. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 17.2 | Throughout the Lease Term, Lessee shall furnish to Lessor such financial reports and information concerning Lessee and its business operations as Lessor may from time to time\nrequest. |", "source": "agreement_14.md" }, { "id": "214", "text": "| | |\n| --- | --- |\n| 17.3 | Throughout the Lease Term, Lessee agrees to provide Lessor with reasonable access (which, prior to the occurrence of an Event of Default, shall be during normal business hours) to\nthe Aircraft as may be requested by Lessor in order to permit Lessor to monitor the condition and status of the Aircraft, including, without limitation, access to the Technical Records. |\n\n ARTICLE 18: DISPUTES \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 18.1 | In the event any dispute, claim or controversy arising under or in connection with this Lease results in litigation between Lessor and Lessee, then the successful party in the\nlitigation shall be entitled to recover its reasonable attorneys’ fees in prosecuting and/or defending the litigation. |\n\n ARTICLE 19:\nMISCELLANEOUS \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.1 | This Lease may not be amended except in writing signed by duly authorized representatives of both parties. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.2 | Any forbearance or indulgence by Lessor hereunder, regardless of its nature or duration, shall not constitute in any circumstance a waiver of any of Lessor’s rights or\nremedies. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.3 | Any provision of this Lease which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition; however, such\nunenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |\n\n  \n\n\n28", "source": "agreement_14.md" }, { "id": "215", "text": "| | |\n| --- | --- |\n| 19.4 | Time is of the essence with respect to all of the provisions of this Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.5 | The headings to the various Articles herein are for convenience only and do not define or limit the terms thereof. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.6 | If Lessee fails to pay or perform any obligations payable or performable under this Lease, Lessor may, at its option, cure such failure at Lessee’s expense.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.7 | THIS LEASE IS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS (AND THE CAPE TOWN TREATY). THE\nPARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS LEASE SHALL BE BROUGHT IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE STATE DISTRICT COURT (EIGHTEENTH JUDICIAL DISTRICT)\nOF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS. THE PARTIES CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN ANY SUCH PROCEEDINGS. |", "source": "agreement_14.md" }, { "id": "216", "text": "| | |\n| --- | --- |\n| 19.8 | Upon termination of this Lease for any reason or return of the Aircraft to Lessor (by repossession or otherwise), Lessee will execute a lease termination acceptable to Lessor and in\na form necessary to terminate this Lease of record with the FAA and/or discharge or consent to a discharge of the registration of the International Interest created hereby on the International Registry. |", "source": "agreement_14.md" }, { "id": "217", "text": "| | |\n| --- | --- |\n| 19.9 | Lessee hereby appoints Lessor as its attorney-in-fact with right of substitution to, in the case of an Event of Default, execute any and all documents, permits, applications,\ninstructions discharges, lease terminations or other instruments necessary to terminate Lessee’s interests under this Lease, discharge any interest on the International Registry, and to assert, pursue, litigate and settle any insurance or other\nclaims for any loss or damage and collect any insurance or other proceeds pertaining to any Aircraft (including, but not limited to, endorsing Lessee’s name on all instruments and other remittances payable to Lessee with respect to such\ninsurance or other proceeds thereof) take any other action or execute any other document required to be taken or executed by Lessee with respect to such Aircraft. Lessor’s performance of such actions or execution of such documents shall be\ntaken or not taken in its sole discretion and shall not relieve Lessee from any obligation or cure any default under this Lease. This power of attorney is coupled with an interest and is irrevocable and shall be in force for the latter of five\n(5) years or termination of this Lease. Lessee shall also provide an originally certified board resolution authorizing the execution of this Lease and the power of attorney granted herein. If Lessor is required to evidence an Event of Default\nwith the FAA in order to execute a lease termination on behalf of the Lessee, Lessee agrees that the FAA may rely on a unilateral statement by Lessor that there has been an Event of Default hereunder. |\n\n  \n\n\n29", "source": "agreement_14.md" }, { "id": "218", "text": "| | |\n| --- | --- |\n| 19.10 | This Lease constitutes the entire agreement between and among the parties with respect to the subject matter hereof. All Exhibits attached to this Lease are hereby incorporated as\nan integral part of this Lease. There are no written or oral understandings, agreements, representations or warranties between the parties which are not expressly set forth herein. This Lease supersedes and merges all prior agreements and\nunderstandings between the parties, both written and oral. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19.11 | This Lease and the Exhibits attached hereto are confidential between Lessor and Lessee. The terms and conditions set forth herein may not be disclosed in any fashion, either in\nwhole or in part, to any third party (excluding governmental authorities and the disclosing party’s legal counsel, financial institution and accountants, and further excluding any disclosure required by applicable Federal or State laws,\nincluding securities laws) unless the party desiring to make such disclosure first obtains the express written approval of the other party. |\n\n ARTICLE 20: EARLY TERMINATION OPTION \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 20.1 | Both Lessee and Lessor shall have the right and option to terminate this Lease prior to the expiration of the Lease Term (“Early Termination Option”) pursuant to\nthe terms set forth in this Article 20. |", "source": "agreement_14.md" }, { "id": "219", "text": "| | |\n| --- | --- |\n| 20.2 | Lessee may exercise the Early Termination Option by serving written notice on Lessor of its intent to terminate this Lease, which notice must be served no less than ninety\n(90) calendar days prior to the date on which Lessee proposes to terminate the Lease; provided that the date upon which Lessee proposes to terminate the Lease must be on or after the first anniversary of the Lease Commencement Date.\nLessee’s exercise of the Early Termination Option is subject to the following conditions: (a) Lessee has determined in good faith, subject to Lessor’s reasonable verification, that it is unprofitable for Lessee to utilize the Aircraft\nin conjunction with Lessee’s essential air service program operations, and (b) Lessee shall return the Aircraft to Lessor in accordance with the provisions of Article 14 of the Lease Agreement. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 20.3 | Lessor may exercise the Early Termination Option, for any reason, by serving written notice on Lessee of its intent to terminate this Lease, which notice must be served no less than\nninety (90) calendar days prior to the date on which Lessor proposes to terminate the Lease; provided that the date upon which Lessor proposes to terminate the Lease must be on or after the first anniversary of the Lease Commencement Date. In\nthe event that Lessor exercises the Early Termination Option, Lessee shall return the Aircraft to the Lessor in accordance with the provisions of Article 14 of the Lease Agreement. |\n\n [Remainder of page is blank.] \n\n  \n\n\n30", "source": "agreement_14.md" }, { "id": "220", "text": "IN WITNESS OF the mutual promises, covenants and agreements set forth above, the parties have caused\ntheir duly authorized officers to execute this Lease at Wichita, Kansas, on the date and year indicated below. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| RAYTHEON AIRCRAFT CREDIT CORPORATION |\n| | |\n| By: |   |   |\n| |   | David A. Williams |\n| |   | Vice President – General Counsel |\n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| | |\n| Date of Execution: |   |   |\n| |\n| “Lessor” |\n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |\n| GREAT LAKES AVIATION, LTD. |\n| | |\n| By: |   |   |\n| |   | Michael Matthews |\n| |   | Vice President & Chief Financial Officer |\n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| | |\n| Date of Execution: |   |   |\n| |\n| “Lessee” |\n\n  \n\n\n31", "source": "agreement_14.md" }, { "id": "221", "text": "**Exhibit A** \n\n **Additional Lease Details** \n\n Aircraft: \n\n Manufacturer’s Serial Number: \n\n Registration Number: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (1) | Article 2.1: Lease Term: |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (2) | Article 2.2: Rental Payments: |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (3) | Article 2.4: Security Deposit: |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (4) | Article 7.8(B): Consumption Fee: |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (5) | Article 9.1(A): Stipulated Value: |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (6) | Engines – Special Provisions: |\n\n  \n\n\n32", "source": "agreement_14.md" }, { "id": "222", "text": "**EXHIBIT B** \n\n **Certificate of Final Acceptance** \n\n This Certificate of Final Acceptance is delivered on the date set out below\nby Great Lakes Aviation, Ltd. (“Lessee”) to Raytheon Aircraft Credit Corporation (“Lessor”) pursuant to the Operating Lease Agreement dated\n                    , between Lessor and Lessee (the “Lease”). The capitalized terms used in this Certificate shall have the meaning given\nto such terms in the Lease. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | **DETAILS OF THE ACCEPTANCE** |\n\n Lessee hereby confirms to Lessor that\nLessee has, at          o’clock on this      day of             , accepted the following, in the condition required and in\naccordance with the provisions of the Lease:", "source": "agreement_14.md" }, { "id": "223", "text": "| | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | |\n| (a) |    | Aircraft: |    | |    | Beech 1900D Airliner¹ (described as\nBEECH AIRCRAFT CORPORATION Model 1900D on the International Registry drop down menu) Serial Number:              FAA Registration No.:\n                 |\n| | | |\n| (b) |    | Engines:                   |    | |\n| | | |\n| |    | (c) |    | Propellers:                  |\n| | |\n| (d) |    | Loose Equipment Check List and Manuals & Records:\n                     |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| ¹ | The airframe is type certified to transport at least eight persons including crew, or goods in excess of 2750 kilograms. |\n\n\n\n\n| | |\n| --- | --- |\n| ² | Each of the propellers have at least 750 rated take off shaft horsepower. |\n\n  \n\n\n33", "source": "agreement_14.md" }, { "id": "224", "text": "| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| (e) |    | Status: |    | |   | |    | |\n| | | | | |\n| |    | Aircraft Total Time: |    |               |   | Hours |    | |\n| | | | | |\n| |    | Flight Hour Meter: |    |               |   | Hours |    | |\n| | | | | |\n| |    | Total Cycles: |    |               |   | |    | |\n| | | | | |\n| |    | Delivery Location: |    |               |   | |    | |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | **CONFIRMATION** |\n\n Lessee confirms to Lessor that as at the time\nindicated above, being the delivery: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | the representations and warranties contained in the Lease are hereby repeated; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | the aircraft is insured as required by the Lease; and |", "source": "agreement_14.md" }, { "id": "225", "text": "| | |\n| --- | --- |\n| (c) | Lessee’s authorized technical experts have thoroughly examined and inspected the Aircraft to ensure the aircraft conforms to Lessee’s requirements. The Aircraft is in\naccordance with the specifications of the Lease and satisfactory in all respects. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3. | **IN WITNESS WHEREOF** |\n\n Lessee has, by its duly authorized\nrepresentative, executed this Certificate on the date in Paragraph 1 above. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| GREAT LAKES AVIATION, LTD. |\n| | |\n| By: |   |   |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| Print Name: |   |   |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| Title: |   |   |\n\n  \n\n\n34", "source": "agreement_14.md" }, { "id": "226", "text": "EX-10.3\n4\ncg2018331exhibit103.htm\nEXHIBIT 10.3\n\n\n\nExhibit\n \n \n Exhibit 10.3    AMENDED AND RESTATED NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT    \n\n| |\n| --- |\n| |\n| |\n| Dated as of the 12 day of April, 2018 |\n| between |\n| KEWSONG LEE |\n| as Lessor, |\n| and |\n| CARLYLE INVESTMENT MANAGEMENT L.L.C. |\n| as Lessee, |\n\n \nconcerning one (1) 2011 Gulfstream aircraft bearing U.S. registration number N300AY, \nand manufacturer's serial number 5309    \n\n| |\n| --- |\n| |\n| |\n| INSTRUCTIONS FOR COMPLIANCE WITH |\n| \"TRUTH IN LEASING\" REQUIREMENTS UNDER FAR § 91.23 |\n\n \nWithin 24 hours after execution of this Aircraft Lease Agreement: mail a copy of the executed document, without Schedule A, to the following address via certified mail, return receipt requested: \nFederal Aviation AdministrationAircraft Registration BranchATTN: Technical SectionP.O. Box 25724Oklahoma City, Oklahoma 73125 \nAt least 48 hours prior to the first flight to be conducted under this Agreement: provide notice of the departure airport and proposed time of departure of said first flight, by telephone or facsimile, to the Flight StandardsDistrict Office located nearest the departure airport. \nCarry a copy of this Amended and Restated Non-Exclusive Aircraft Lease Agreement in the aircraft at all times. \n\\* \\* \\* \nSchedule A contains only economic rental data and isintentionally omitted for FAA submission purposes. \n \n \n-1-", "source": "agreement_15.md" }, { "id": "227", "text": "This AMENDED AND RESTATED NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (the \"Agreement\") is entered into as of April 12, 2018 (the \"Effective Date\"), by and between KEWSONG LEE (\"Lessor\"), and CARLYLE INVESTMENT MANAGEMENT L.L.C. (\"Lessee\"). \nW I T N E S S E T H : \nWHEREAS, on September 29, 2017 the Lessor and the Lessee entered into a Non-Exclusive Aircraft Lease Agreement (the \"Original Lease) in regard to one (1) 2008 Bombardier CL300 aircraft bearing U.S. registration number N585LE, and manufacturer's serial number 20191(“Original Aircraft”); \nWHEREAS, as of the Effective Date the Lessor has disposed of the Original Aircraft and is the lessee of the Aircraft described and referred to herein; \nWHEREAS, Lessee and Lessor desire to amend and restate in its entirety the Original Lease of the Original Aircraft as provided for herein and to substitute the Original Aircraft with Aircraft and Lessee desires to lease from the Lessor, and Lessor desires to lease to Lessee, the Aircraft, upon and subject to the terms and conditions of this Agreement; and \nWHEREAS, during the term of this Agreement, the Aircraft may be subject to concurrent leases to other lessees. \nNOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: \nSECTION 1.    DEFINITIONS \n\n\n| | |\n| --- | --- |\n| | |\n| 1.1 | The following terms shall have the following meanings for all purposes of this Agreement: |", "source": "agreement_15.md" }, { "id": "228", "text": "\"Aircraft\" means the Airframe and the Engines. Such Engines shall be deemed part of the \"Aircraft\" whether or not from time to time attached to the Airframe or on the ground. \n\"Airframe\" means that certain Gulfstream G550 aircraft bearing U.S. registration number N330AY, and manufacturer's serial number 5309 together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. \n\"Applicable Law\" means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FARs, the Federal Aviation Act of 1958 as amended, and Title 49, Subtitle VII of the United States Code. \n\"Business Day\" means any day of the year in which banks are not authorized or required to close in the location of Lessor's address for notification. \n \n \n-2-", "source": "agreement_15.md" }, { "id": "229", "text": "\"Engines\" means two (2) Rolls-Royce BR710C4-11 engines bearing manufacturer’s serial numbers 15747 and 15748 together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. An Engine shall remain leased hereunder whether or not from time to time attached to the Airframe or on the ground. \n\"FAA\" means the Federal Aviation Administration of the United States Department of Transportation or any successor agency. \n\"FARs\" means collectively the Aeronautics Regulations of the Federal Aviation Administration and the Department of Transportation, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations. \n“Flight Crew” has the meaning specified in Section 5.3 of this Agreement. \n\"Flight Hour\" means each flight hour of use of the Aircraft by Lessee, as recorded on the Aircraft hour meter and measured from the time the Aircraft wheel blocks are removed at the beginning of a flight, to the time the Aircraft wheel blocks are replaced after the Aircraft lands at the end of a flight in one-tenth (1/10th) of an hour increments. Flight Hours also include any flight hours consumed in repositioning the Aircraft to facilitate Lessee’s scheduled itineraries. \n“FSDO Notice” means a FSDO Notification Letter in the form of Schedule B attached hereto. \n\"Lien\" means any mortgage, security interest, international interest, lease or other charge or encumbrance or claim or right of others, including, without limitation, rights of others under any airframe or engine interchange or pooling agreement. \n\"Operating Base\" means Westchester County Airport, New York or such other location agreed to by Lessor and Lessee. \n“Original Aircraft” shall have the meaning provided for in the first Whereas clause herein.", "source": "agreement_15.md" }, { "id": "230", "text": "“Original Aircraft” shall have the meaning provided for in the first Whereas clause herein. \n“Original Lease” shall have the meaning provided for in the first Whereas clause herein. \n\"Operational Control\" has the same meaning given the term in Section 1.1 of the FARs. \n“Owner” means KZ Partners, Inc. \n\"Parts\" means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts. \n\"Pilot in Command\" has the same meaning given the term in Section 1.1 of the FARs. \n\"Rent Payment Date\" means the last Business Day of each calendar month. \n \n \n-3-", "source": "agreement_15.md" }, { "id": "231", "text": "\"Schedule Keeper\" means the person designated by Lessor to coordinate the scheduling of the Aircraft. \n\"Taxes\" means all sales taxes, use taxes, retailer taxes, duties, fees, excise taxes (including, without limitation, federal transportation excise taxes), or other taxes of any kind which may be assessed or levied by any Taxing Jurisdiction as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee. \n\"Taxing Jurisdictions\" means any federal, state, county, local, airport, district, foreign, or other governmental authority that imposes Taxes. \n\"Term\" means the term of this Agreement set forth in Section 3.1. \nSECTION 2.    LEASE AND DELIVERY OF THE AIRCRAFT \n\n\n| | |\n| --- | --- |\n| | |\n| 2.1 | Amendment and Restatement. The Original Lease of the Original Aircraft is hereby amended and restated in its entirety as provided for herein and the Original Aircraft is substituted with Aircraft, and Lessee hereby leases from the Lessor, and Lessor hereby leases to Lessee, the Aircraft, upon and subject to the terms and conditions of this Agreement |", "source": "agreement_15.md" }, { "id": "232", "text": "| | |\n| --- | --- |\n| | |\n| 2.2 | Delivery. The Aircraft shall be delivered by Lessor to the Lessee at the Operating Base or at such other location that is mutually agreeable by Lessor and Lessee prior to each use of the Aircraft in “AS IS”, “WHERE AS” condition subject to each and every disclaimer of warranty and requirements as set forth in Section 4.3 hereof. Upon each such delivery, the United States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft, and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(1). Lessor shall not be liable for delay or failure to furnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, terrorism, civil commotion, strikes or labor disputes, weather conditions, or acts of God. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 2.3 | Non-Exclusivity. Lessee and Lessor acknowledge that the Aircraft is leased to Lessee on a non-exclusive basis, and that the Aircraft shall, at other times, be operated by Lessor and may be otherwise subject to lease to others during the Term at Lessor’s sole discretion. During any period during which the Lessor or any other person or entity is utilizing the Aircraft, Lessee’s leasehold rights to possession of the Aircraft under this Agreement shall temporarily abate, but all other provisions of this Agreement shall nevertheless continue in full force and effect. |", "source": "agreement_15.md" }, { "id": "233", "text": "| | |\n| --- | --- |\n| | |\n| 2.4 | FSDO Notice. At least 48 hours prior to the first flight to be conducted under this Agreement, Lessee shall complete the FSDO Notice attached hereto as Schedule B and deliver the completed FSDO Notice by facsimile to the FAA Flight Standards District Office located nearest to the departure airport of said first flight. |\n\n \nSECTION 3. TERM, SCHEDULING, AND RENT \n\n\n| | |\n| --- | --- |\n| | |\n| 3.1 | Term. The Term shall commence on the Effective Date, and be effective for a period of one (1) year. At the end of the first one (1) year period or any subsequent one (1) year period, the Term shall automatically be renewed for an additional one (1) year period, unless terminated by either |\n\n \n \n-4-", "source": "agreement_15.md" }, { "id": "234", "text": "party. Either party may terminate this Agreement with or without cause upon forty-eight (48) hours notice to the other party; provided, however, that Lessee shall be permitted to complete any scheduled use of the Aircraft which has commenced. \n\n\n| | |\n| --- | --- |\n| | |\n| 3.2 | Scheduling. Lessee's use of the Aircraft during the Term of this Agreement is non-exclusive. The parties agree as follows: |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (a) | Use by Lessor and Other Lessees. Lessor and Lessee agree that Lessor may lease the Aircraft to one or more other lessees during the Term on a non-exclusive basis, that Lessor has the absolute right to determine the availability of the Aircraft for Lessee and that Lessor's use of the Aircraft shall have priority over the availability of the Aircraft for lease to Lessee or any other party. Lessor agrees that at such times as the Aircraft is not undergoing maintenance or being used by Lessor, Lessee and all other lessees of the Aircraft shall have equal rights to use of the Aircraft and that all use of the Aircraft shall be scheduled on a \"first come, first served\" basis; provided, however, that Lessee and all other lessees shall cooperate in good faith on all scheduling matters and shall use their respective best efforts to avoid scheduling conflicts involving the Aircraft. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (b) | Designation of Schedule Keeper. Lessor shall advise Lessee of the individual or entity that will coordinate the scheduling of the Aircraft. |", "source": "agreement_15.md" }, { "id": "235", "text": "| | |\n| --- | --- |\n| | |\n| (c) | Minimum Usage by Lessee. Nothing contained herein shall obligate Lessee to any minimum usage of the Aircraft, it being understood and agreed that Lessee’s usage shall be on an “as-needed” basis. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 3.3 | Rent. The Lessee shall pay rent in an amount equal to the Hourly Rent specified in Schedule A attached hereto (which amount may be modified from time to time upon mutual agreement of the parties hereto by executing a supplement in the form attached hereto as Schedule A-1) for each Flight Hour of use of the Aircraft by Lessee. All rent accrued during any calendar month shall be payable in arrears on the Rent Payment Date in the immediately succeeding calendar month without further demand or invoice. All rent shall be paid to the Lessor in immediately available U.S. funds and in form and manner as the Lessor in its sole discretion may instruct Lessee from time to time. In the event the Lease is terminated by either party pursuant to Section 3.1, Lessee shall pay upon demand all outstanding Hourly Rent for each used Flight Hour. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 3.4 | Taxes.     Neither rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any Taxing Jurisdictions as a result of the lease of the Aircraft to Lessee. Lessee shall remit to Lessor all such Taxes together with each payment of rent pursuant to Section 3.3. |\n\n \n \nSECTION 4.     REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES", "source": "agreement_15.md" }, { "id": "236", "text": "SECTION 4.     REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES \n\n\n| | |\n| --- | --- |\n| | |\n| 4.1 | Representations and Warranties of Lessee. Lessee represents and warrants as of the date hereof and during the entire Term hereof as follows: |\n\n \n \n-5-", "source": "agreement_15.md" }, { "id": "237", "text": "4.1.1 Lessee is a validly organized limited liability company under the laws of the State of Delaware, and the person executing on behalf of Lessee has full power and authority to execute this Agreement on behalf of Lessee and by such execution shall bind Lessee under this Agreement. \n4.1.2 No action, suit, or proceeding is currently pending or threatened against Lessee which shall in any material way affect Lessee's financial status as of the date hereof, or impair the execution, delivery, or performance by Lessee of this Agreement. \n4.1.3 The execution and delivery of this Agreement by Lessee and the performance of its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with any provision of Lessee’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessee may now have with other parties. \n4.1.4 Lessee is not subject to any restriction, which with or without the giving of notice, the passage of time, or both, prohibits or would be violated by or be in conflict with this Agreement. \n4.1.5 Lessee will not permit the Aircraft to be operated in any manner contrary to any manual or instructions for the Aircraft or in violation of the terms or conditions of any insurance policy covering the Aircraft or any applicable statute, regulation, ordinance, or other law. 4.1.6    Lessee acknowledges and agrees that if it exercises operational control over the Aircraft under 14 C.F.R. Part 91, it shall be independently responsible for the safety of the flight operations and for complying with all applicable laws and insurance requirements relating to the possession, operation, and maintenance of the Aircraft.\n\n| | |\n| --- | --- |\n| | |\n| 4.2 | Intentionally Omitted. |", "source": "agreement_15.md" }, { "id": "238", "text": "| | |\n| --- | --- |\n| | |\n| 4.3 | Disclaimer of Warranties. THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE LESSEE HEREUNDER ON AN \"AS IS\" BASIS. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE AND LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY WARRANTIES, OBLIGATIONS AND LIABILITIES OF LESSOR, EXPRESS, IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OR FAULT OF LESSOR: (A) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR BY ANY INADEQUACY THEREOF, ANY DEFICIENCY OR DEFECT IN THIS AGREEMENT OR ANY OTHER CIRCUMSTANCES IN CONNECTION WITH THE AIRCRAFT OR THIS AGREEMENT; (B) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR ANY RISKS RELATING THERETO; OR (C) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES. LESSEE SHALL INDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS FROM AND AGAINST ANY |\n\n \n \n-6-", "source": "agreement_15.md" }, { "id": "239", "text": "AND ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, INJURIES (OR DEATH), DAMAGES, LIABILITIES, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) ARISING FROM OR IN ANY WAY RELATING TO LESSEE'S LEASE OR POSSESSION OF THE AIRCRAFT DURING THE TERM AND SUCH INDEMNIFICATION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. \n\n| | |\n| --- | --- |\n| | |\n| SECTION 5. | REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 5.1 | Title and Registration. Title to the Aircraft shall remain vested in Owner at all times during the Term to the exclusion of Lessee and that Lessor shall have only such rights as shall be specifically set forth herein. Lessor represents that as of the date of this Agreement the Aircraft is, and throughout the Term the Aircraft shall remain, lawfully registered as a civil aircraft of the United States. |", "source": "agreement_15.md" }, { "id": "240", "text": "| | |\n| --- | --- |\n| | |\n| 5.2 | Use and Operation. Except as otherwise expressly provided herein, Lessee shall be solely and exclusively responsible for the use, operation and control of the Aircraft while in its possession during the Term of this Agreement. Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FARs and shall not operate the Aircraft in commercial service, as a common carrier, or otherwise on a compensatory or \"for hire\" basis except to the limited extent permitted under Subpart F of Part 91 of the FARs, if applicable. Lessee agrees not to operate or locate the Airframe or any Engine, or suffer the Airframe or any Engine to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Airframe or Engines, or in any war zone. Lessee agrees not to knowingly operate the Airframe or any Engine or knowingly permit the Airframe or any Engine to be operated during the Term except in operations for which Lessee is duly authorized, or to knowingly use or permit the Aircraft to be used for a purpose for which the Aircraft is not designed or reasonably suitable. Lessee will not knowingly use or operate the Aircraft in violation of any Applicable Law, or contrary to any manufacturer's operating manuals or instructions. Lessee shall not knowingly permit the Aircraft to be used for the carriage of any persons or property prohibited by law nor shall it be used during the existence of any known defect except in accordance with the FARs. |", "source": "agreement_15.md" }, { "id": "241", "text": "| | |\n| --- | --- |\n| | |\n| 5.3 | Operating Costs. Except as otherwise provided herein, Lessor shall pay certain fixed and variable costs of operating the Aircraft, including, without limitation, all costs of insurance, hangarage at the Operating Base, maintenance and inspections, overhauls, oil, and other lubricants. The foregoing notwithstanding, Lessee shall, at its own expense, (i) pay costs of fuel required for operation of Lessee’s flights, (ii) pay standard catering costs, (iii) locate and retain (either through direct employment or contracting with an independent contractor for flight services) all pilots and other cabin personnel (including mechanic) required for Lessee's operations of the Aircraft (collectively the \"Flight Crew\"), and (iv) pay all miscellaneous out-of-pocket expenses incurred in connection with Lessee's operation of the Aircraft, including, but not limited to, landing fees, ramp fees, overnight hangar fees, de-icing costs, contaminant recovery costs, special-request catering and commissary costs, in-flight entertainment and telecommunications charges, ground transportation, Flight Crew travel expenses, charts, manuals, and other publications obtained for the specific flight, and any other similar items. |\n\n \n \n-7-", "source": "agreement_15.md" }, { "id": "242", "text": "| | |\n| --- | --- |\n| | |\n| 5.4 | Maintenance of Aircraft. Lessee shall perform, or cause to be performed, all pre- and post-flight inspections in accordance and as required by the FAA-approved inspection program for the Aircraft. Lessee shall notify Lessor, or cause Lessor to be notified, of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during any such inspection. Subject to the foregoing, Lessor shall be solely responsible for arranging the performance of all maintenance and inspections of the Aircraft during the Term, shall ensure that the Aircraft is maintained in an airworthy condition during the Term, and shall coordinate the performance of and payment for all repairs and maintenance of the Aircraft. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 5.5 | Flight Crew. All members of the Flight Crew shall be fully competent and experienced, duly licensed, and qualified in accordance with the requirements of Applicable Law and all insurance policies covering the Aircraft. All members of the Flight Crew who are pilots shall be fully trained in accordance with an FAA-approved training program, including initial and recurrent training and, where appropriate, contractor-provided simulator training. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 5.6 | Operational Control. THE PARTIES EXPRESSLY AGREE THAT LESSEE SHALL AT ALL TIMES WHILE THE AIRCRAFT IS IN ITS POSSESSION DURING THE TERM MAINTAIN OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A \"DRY\" OPERATING LEASE. Lessee shall exercise exclusive authority over initiating, conducting, or terminating any flight conducted pursuant to this Agreement, and the Flight Crew shall be under the exclusive command and control of Lessee in all phases of such flights. |", "source": "agreement_15.md" }, { "id": "243", "text": "| | |\n| --- | --- |\n| | |\n| 5.7 | Authority of Pilot in Command. Notwithstanding that Lessee shall have operational control of the Aircraft during any flight conducted pursuant to this Agreement, Lessor and Lessee expressly agree that the Pilot in Command member of the Flight Crew retained by Lessee pursuant to Section 5.3, in his or her sole discretion, may terminate any flight, refuse to commence any flight, or take any other flight-related action which in the judgment of the Pilot in Command is necessitated by considerations of safety. The Pilot in Command shall have final and complete authority to postpone or cancel any flight for any reason or condition which in his or her judgment would compromise the safety of the flight. No such action of the Pilot in Command shall create or support any liability for loss, injury, damage or delay to Lessor. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 5.8 | Right to Inspect. Lessor and its agents shall have the right to inspect the Aircraft at any reasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the Aircraft and to satisfy Lessor that the Aircraft is being properly repaired and maintained in accordance with the requirements of this Agreement. All required repairs shall be performed as soon as practicable after such inspection. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 5.9 | Modification of Aircraft. Lessee shall not make or permit to be made any modification or alteration, improvement, or addition to the Aircraft without the express written consent of Lessor. |", "source": "agreement_15.md" }, { "id": "244", "text": "| | |\n| --- | --- |\n| | |\n| 5.10 | Fines, Penalties and Forfeitures. Lessee shall be solely responsible for any fines, penalties or forfeitures relating in any manner to the operation or use of the Aircraft by Lessee under this Agreement. |\n\n \nSECTION 6. CONDITION DURING TERM AND RETURN OF AIRCRAFT \n \n-8-", "source": "agreement_15.md" }, { "id": "245", "text": "| | |\n| --- | --- |\n| | |\n| 6.1 | Return. Upon completion of each use of the Aircraft by Lessee during the Term, Lessee shall return the Aircraft to the Lessor by delivering the same to the Operating Base, fully equipped with all Engines installed thereon. Upon each such delivery, the Aircraft shall be in as good operating condition as at it was in when Lessor delivered the Aircraft to Lessee, ordinary wear and tear excepted, and the United States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(1). Nothing contained in this Section 6.1 may be interpreted to require Lessee to perform any maintenance or other obligation which is the responsibility of the Lessor pursuant to Section 5.4 hereof; provided, however, that Lessee shall be obligated to ensure that Lessor is advised of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during each period during the Term commencing with the delivery of the Aircraft to Lessee and terminating when the Aircraft has been redelivered to Lessor in the condition required hereunder. |\n\n \nSECTION 7. LIENS \n\n\n| | |\n| --- | --- |\n| | |\n| 7.1 | Lessee shall ensure that no Liens are created or placed against the Aircraft by Lessee or third parties as a result of Lessee's or its agents' or representatives' action or inaction. Lessee shall notify Lessor promptly upon learning of any liens not permitted by these terms. Lessee shall, at its own cost and expense, take all such actions as may be necessary to discharge and satisfy in full any such lien promptly after the same becomes known to it. |\n\n \nSECTION 8. INSURANCE", "source": "agreement_15.md" }, { "id": "246", "text": "SECTION 8. INSURANCE \n\n\n| | |\n| --- | --- |\n| | |\n| 8.1 | Liability. Lessor shall maintain, or cause to be maintained, bodily injury and property damage, liability insurance in an amount no less than Three Hundred Million United States Dollars (USD$300,000,000.00) Combined Single Limit for the benefit of itself and Lessee and their respective directors, officers, employees and agents as named insureds in connection with the use of the Aircraft by Lessee as operator. Said policy shall be an occurrence policy and shall also include as additional insured Lessee and its affiliated companies and their officers, directors employees and agents (“Additional Insureds”). |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 8.2 | Hull. Lessor shall maintain aircraft hull insurance in the amount of twenty six million United States Dollars (US$26,000,000) which the parties agree shall be deemed to be the full replacement value of the Aircraft, and such insurance shall name Lessor and any first lien mortgage holder as loss payees as their interests may appear. Said policy shall contain a waiver of subrogation clause in favor of all Additional Insureds. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 8.3 | Insurance Certificates. Lessor will provide Lessee with a Certificate of Insurance upon execution of this Agreement and thereafter reasonably upon request therefor. |", "source": "agreement_15.md" }, { "id": "247", "text": "| | |\n| --- | --- |\n| | |\n| 8.4 | Conditions of Insurance. Each insurance policy required hereunder shall insure the interest of Lessee regardless of any breach or violation by Lessor of any warranties, declarations, or conditions contained in such policies. Each such policy shall be primary without any right of contribution from any insurance maintained by Lessee. The geographic limits, if any, contained in each and every such policy of insurance shall include at the minimum all territories over which Lessee will |\n\n \n \n-9-", "source": "agreement_15.md" }, { "id": "248", "text": "operate the Aircraft for which the insurance is placed. Each policy shall contain an agreement by the insurer that notwithstanding the lapse of any such policy for any reason or any right of cancellation by the insurer or Lessor, whether voluntary or involuntary, such policy shall continue in force for the benefit of Lessee for at least thirty (30) days (or such lesser time as may be permitted in the case of War Risk Insurance, if such War Risk Insurance so requires) after written notice of such lapse or cancellation shall have been given to Lessee. Each policy shall contain an agreement by the Insurer to provide Lessee with thirty (30) days' advance written notice of any deletion, cancellation, or material change in coverage. \n\n\n| | |\n| --- | --- |\n| | |\n| 8.5 | Insurance Companies. Each insurance policy required hereunder shall be issued by a company or companies who are qualified to do business in the United States and who (i) will submit to the jurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of insurance or concerning the parties herein; and (ii) will respond to any claim or judgment against Lessee in any competent state or federal court in the United States or its territories. |\n\n \nSECTION 9. DEFAULTS AND REMEDIES \n9.1    Upon the occurrence of any failure by a party hereto duly to observe or perform any of its obligations hereunder, and at any time thereafter so long as the same shall be continuing, the other party may, at its option, declare in writing that this Agreement is in default; and at any time thereafter, so long as the outstanding default shall not have been remedied, the non-defaulting party may cancel, terminate, or rescind this Agreement and may exercise any and all remedies available to it at law or in equity. \nSECTION 10. NOTICES", "source": "agreement_15.md" }, { "id": "249", "text": "| | |\n| --- | --- |\n| | |\n| 10.1 | All communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered by hand or on the next Business Day when sent by overnight courier or when transmitted by means of facsimile or e-mail (with request for assurance of receipt in a manner typical with respect to communications of that type and followed promptly with the original thereof and a copy sent simultaneously therewith by first class mail, postage prepaid) in each case at the address set forth below: |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| If to Lessor: | Kewsong Lee                 |\n\n####################E-mail: Kewsong.Lee@carlyle.com    \n\n| | |\n| --- | --- |\n| | |\n| If to Lessee: | Carlyle Investment Management L.L.C. |\n\n1001 Pennsylvania Ave. NWSuite 220Washington, DC 20004Attn: Jeffrey FergusonE-mail: [Jeffrey.Ferguson@carlyle.com](https://www.sec.gov/Archives/edgar/data/1527166/000152716618000016/cg2018331exhibit103.htm#) \nSECTION 11. EVENT OF LOSS AND INDEMNIFICATION \n \n-10-", "source": "agreement_15.md" }, { "id": "250", "text": "| | |\n| --- | --- |\n| | |\n| 11.1 | Notification of Event of Loss. In the event any damage to or destruction of the Aircraft shall occur, while the Aircraft is in the possession of Lessee, or in the event of any whole or partial loss of the Aircraft during such time, including, without limitation, any loss resulting from the theft, condemnation, confiscation or seizure of, or requisition of title to or use of, the Aircraft by private persons or by any governmental or purported governmental authority, Lessee shall immediately: |\n\n \n11.1.1 report the event of loss to Lessor, the insurance company or companies, and to any and all applicable governmental agencies; and \n11.1.2 furnish such information and execute such documents as may be required and necessary to collect the proceeds from any insurance policies. \n\n\n| | |\n| --- | --- |\n| | |\n| 11.2 | Repair or Termination. In the event the Aircraft is partially destroyed or damaged, Lessor shall have the option, in its sole discretion, to either (i) fully repair the Aircraft in order that it shall be placed in at least as good condition as it was prior to such partial destruction or damage; or (ii) terminate this Agreement. Within five (5) days after the date of such partial destruction or damage, Lessor shall give written notice to Lessee specifying whether Lessor has elected fully to repair the Aircraft and, if so, the expected date the Aircraft will be fully repaired and available for Lessee’s use in accordance with this Agreement, or to terminate this Agreement, which termination shall be effective immediately upon such written notice from Lessor to Lessee setting forth Lessor's election to so terminate this Agreement. |", "source": "agreement_15.md" }, { "id": "251", "text": "| | |\n| --- | --- |\n| | |\n| 11.3 | Indemnification. Lessee hereby releases, and shall defend, indemnify and hold harmless Lessor and its shareholders, members, directors, officers, managers, employees, successors and assigns, from and against, any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and criminal legal proceedings, penalties, fines, and other sanctions, and any attorneys' fees and other reasonable costs and expenses, directly or indirectly arising from the use of the Aircraft by Lessee to the extent of available insurance. |\n\n \nSECTION 12. MISCELLANEOUS \n\n\n| | |\n| --- | --- |\n| | |\n| 12.1 | Entire Agreement. This Agreement, and all terms, conditions, warranties, and representations herein, are for the sole and exclusive benefit of the signatories hereto. This Agreement constitutes the entire agreement of the parties as of its Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises, and warranties made with respect to the subject matter of this Agreement. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.2 | Other Transactions. Except as specifically provided in this Agreement, none of the provisions of this Agreement, nor any oral or written statements, representations, commitments, promises, or warranties made with respect to the subject matter of this Agreement shall be construed or relied upon by any party as the basis of, consideration for, or inducement to engage in, any separate agreement, transaction or commitment for any purpose whatsoever. |", "source": "agreement_15.md" }, { "id": "252", "text": "| | |\n| --- | --- |\n| | |\n| 12.3 | Prohibited and Unenforceable Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and |\n\n \n \n-11-", "source": "agreement_15.md" }, { "id": "253", "text": "any such prohibitions or unenforceability in any jurisdiction. To the extent permitted by applicable law, each of Lessor and Lessee hereby waives any provision of applicable law which renders any provision hereof prohibited or unenforceable in any respect. \n\n\n| | |\n| --- | --- |\n| | |\n| 12.4 | Enforcement. This Agreement, including all agreements, covenants, representations and warranties, shall be binding upon and inure to the benefit of, and may be enforced by Lessor, Lessee, and each of their agents, servants and personal representatives. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.5 | Headings. The section and subsection headings in this Agreement are for convenience of reference only and shall not modify, define, expand, or limit any of the terms or provisions hereof. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.6 | Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.7 | Amendments. No term or provision of this Agreement may be amended, changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge, or termination is sought. |", "source": "agreement_15.md" }, { "id": "254", "text": "| | |\n| --- | --- |\n| | |\n| 12.8 | No Waiver. No delay or omission in the exercise or enforcement or any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive, and in addition to all other rights and remedies which either party possesses at law or in equity. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.9 | No Assignments. Neither party may assign its rights or obligations under this Agreement without the prior written permission of the other. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.10 | Governing Law. This Agreement has been negotiated and delivered in the State of New York and shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including all matters of construction, validity and performance, without giving effect to its conflict of laws provisions. |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| 12.11 | Jurisdiction and Venue. Each party hereby consents to the nonexclusive jurisdiction and venue of the state and federal courts serving the State of New York. Nothing in this Agreement shall, however, prohibit any party from seeking enforcement of this Agreement in any appropriate court and in any jurisdiction where the party against whom enforcement is sought is subject to personal jurisdiction and where venue is proper. |\n\n \n[Remainder of Page Intentionally Left Blank] \n \n-12-", "source": "agreement_15.md" }, { "id": "255", "text": "SECTION 13. TRUTH IN LEASING \n\n\n| | |\n| --- | --- |\n| | |\n| 13.1 | THE PURPOSE OF THIS PROVISION IS TO COMPLY WITH 14 CODE OF FEDERAL REGULATIONS PART 91.23 ENTITLED “TRUTH IN LEASING”. |\n\n \n                              (a)    OWNER CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH THE PROVISIONS OF THE FEDERAL AVIATION REGULATIONS (“FAR”), PART 135 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET DURING SUCH PORTION OF THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT AS THE AIRCRAFT HAS BEEN OWNED BY THE OWNER. \n                              (b)    LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT. \n                              (c)    LESSEE UNDERSTANDS AND CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT WHEN THE AIRCRAFT IS OPERATED PURSUANT TO THIS AGREEMENT; AND LESSEE UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FARS. \n                              (d)    OWNER AND LESSEE UNDERSTAND 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.                                 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n-13-", "source": "agreement_15.md" }, { "id": "256", "text": "IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this Non-Exclusive Aircraft Lease Agreement to be duly executed as of the Effective Date. \nLESSOR: \nKewsong Lee \nBy:          /s/ Kewsong Lee         Print: Kewsong LeeTitle:      \nLESSEE: \nCarlyle Investment Management L.L.C. \n \nBy:          /s/ Pamela L. Bentley        Print: Pamela L. BentleyTitle: Chief Accounting Officer \n \n \n-14- \n\n\n---\n\n \n \nNON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT \nSchedule A \n \n \nHourly Rent: $3721.87 per Flight Hour", "source": "agreement_15.md" }, { "id": "257", "text": "NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT    Schedule A-1 \nSupplement No. \\_\\_\\_ to Non-Exclusive Aircraft Lease Agreement \nSupplement No. \\_\\_\\_ dated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \\_\\_\\_, 20\\_\\_ (this “Supplement”), is between Kewsong Lee (\"Lessor\"), and Carlyle Investment Management L.L.C. (\"Lessee\") and relates to that certain Non-Exclusive Aircraft Lease Agreement dated as of \\_\\_\\_\\_\\_\\_\\_\\_\\_ \\_\\_\\_, 2017 (as amended, modified and supplemented, the “Lease”). \nWHEREAS, Lessor and Lessee have agreed to modify the Hourly Rent pursuant to Section 3.3 of the Lease. \nNOW, THEREFORE, in consideration of the premises and other good and sufficient consideration, Lessor and Lessee hereby agree as follows: \nAs of the date of execution of this Supplement, the Hourly Rent shall be $\\_\\_\\_\\_\\_\\_, which shall supersede the Hourly Rent listed on Schedule A hereto (or otherwise agreed to by the parties in a supplement entered into prior to the date hereof). \nAll of the terms and provisions of this Supplement are hereby incorporated by reference in the Lease to the same extent as if fully set forth therein. \nThis Supplement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. \n \n \n \n \n \n \n[Signature Page Follows]", "source": "agreement_15.md" }, { "id": "258", "text": "IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this Supplement No. \\_\\_\\_ to the Non-Exclusive Aircraft Lease Agreement to be duly executed as of the date set forth above. \n \n \n \n \n \nLESSOR: \nKewsong Lee \nBy:    \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_Print:     Title:      \n \n \n \nLESSEE:                    Carlyle Investment Management L.L.C. \nBy:    \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_Print:     Title:", "source": "agreement_15.md" }, { "id": "259", "text": "NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT \nSchedule B \n \nFSDO Notification Letter \n \n[ date ] \nVia Facsimile Fax: [ applicable FSDO office fax number ] \nFederal Aviation Administration[ ] FSDO Office[FSDO Address] \n\n\n| | |\n| --- | --- |\n| | |\n| RE: | FAR Section 91.23 FSDO Notification |\n\nFirst Flight Under Lease of one [aircraft type] Aircraft Model [ ] bearing U.S. registration number N[ ] and manufacturer’s serial number [ ]. \nTo whom it may concern: \nPursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept this letter as notification that the undersigned will acquire and take delivery of a leasehold interest in the above referenced aircraft on or about the [ ] day of [ ], 2018, and that the first flight of the aircraft under the lease will depart from [ ]Airport on the [ ] day of [ ], 2018, at approximately [ ] local time. \nShould you require any additional information, please contact my pilot, [ ], at telephone: [ ] \nSincerely, \n \n \n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n[ ], Lessee", "source": "agreement_15.md" }, { "id": "260", "text": "EX-10.11(B)\n2\n0002.htm\nAIRCRAFT LEASE EXTENSION\n\n Aircraft Lease Extension - Exhibit 10.11(b)", "source": "agreement_16.md" }, { "id": "261", "text": "EXECUTION VERSION\n\n\n\n\n\n\n AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT No. 2\n\n\n\n\n\n Dated as of September 29, 2000\n\n\n\n Between\n\n\n\n GENERAL ELECTRIC CAPITAL CORPORATION\n\n as Lessor\n\n\n\n and\n\n\n\n FRONTIER AIRLINES, INC.\n\n as Lessee\n\n\n\n\n\n\n\n in respect of\n Aircraft Lease Agreement dated as of October 20, 1995\n relating to one Boeing 737-301 aircraft manufacturer's serial number 23257\n\n\n\n\n\nTHIS AGREEMENT is dated as of September 29, 2000\n\nBETWEEN:\n\nGENERAL ELECTRIC CAPITAL CORPORATION, a company incorporated under the laws of New York whose headquarters\nare at 260 Long Ridge Road, Stamford, CT 06927 (\"Lessor\"); and\n\nFRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015\nEast 46th Avenue, Denver, Colorado 80239 (\"Lessee\").\n\nWHEREAS:", "source": "agreement_16.md" }, { "id": "262", "text": "WHEREAS:\n\n(A) By an Aircraft Lease Agreement dated as of October 20, 1995 as amended and supplemented by Letter\n Agreement No. 1 dated as of October 20, 1995, and as further amended and supplemented by an\n Aircraft Lease Extension and Amendment Agreement dated as of October 1, 1999 and an Amendment to\n Letter Agreement No. 1 dated as of October 1, 1999 (as further amended, modified and supplemented\n from time to time, the \"Lease\"), Lessor leased to Lessee and Lessee took on lease one Boeing\n 737-301 aircraft with manufacturer's serial number 23257, together with the engines (each having\n 750 or more rated takeoff horsepower) installed thereon, all more fully identified in Schedule 1\n hereto, together with the related parts and equipment (collectively, the \"Aircraft\") on the terms\n and subject to the conditions contained therein.\n\n(B) Interests in the Aircraft and such engines are affected by the Lease and the other instruments\n identified (together with information respecting their recordation by the FAA under the Federal\n Aviation Act) in Schedule 2 hereto.\n\n(C) Lessor and Lessee wish to enter into this Agreement for the purpose of extending the term of the\n Lease and making certain further amendments to the Lease.\n\nIT IS AGREED as follows:\n\n1. INTERPRETATION\n\n1.1 Definitions: Capitalised terms used herein but not defined shall have the respective meanings\n ascribed to such terms in the Lease. In this Agreement \"Extended Lease\" means the Lease as\n amended by this Agreement.\n\n1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease shall apply to this\n Agreement as if the same were set out in full herein.\n\n2. REPRESENTATIONS AND WARRANTIES", "source": "agreement_16.md" }, { "id": "263", "text": "2. REPRESENTATIONS AND WARRANTIES\n\n Lessee hereby repeats the representations and warranties in Clause 2.1 of the Lease as if made with\n reference to the facts and circumstances existing as at the date hereof and as if the references in\n such representations and warranties to \"this Agreement\" referred to the Lease as amended by this\n Agreement.\n\n3. LEASE EXTENSION\n\n Lessor and Lessee hereby agree (subject to satisfaction of the conditions specified in Clause 5) to\n extend the period for which the Aircraft is leased to Lessee pursuant to the Lease from the current\n Expiry Date of February 23, 2003 to September 30, 2003. Accordingly, the Lease is hereby amended\n (subject to satisfaction of the conditions specified in Clause 5) by deleting it in its entirety and\n replacing it with the following:\n\n Expiry Date September 30, 2003 or if earlier the date on which:\n\n(a) Lessor, acting in accordance with the terms of this Agreement terminates the leasing of the Aircraft\n to Lessee under this Agreement; or\n\n(b) Lessor receives the Agreed Value together with any other amounts then due and unpaid by Lessee\n following an Event of Loss.\n\n4. OTHER AMENDMENTS TO LEASE\n\n4.1 Other Amendments: The Lease shall be further amended (subject to satisfaction of the conditions\n specified in Clause 5) as follows:\n\n4.1.1 The following definitions shall be added in the appropriate alphabetical order in Clause 1.1:\n\n \"Pre-Approved Bank Wells Fargo Bank, N.A.\"\n\n \"Letter of Credit as defined in Clause 5.1 hereof.\"\n\n \"Required LC Expiry Date\" the date which is 91 days after the Expiry Date.\"\n\n4.1.2 Clause 5.1 is hereby amended and restated its entirety as follows:\n\n \"5.1 Deposit:", "source": "agreement_16.md" }, { "id": "264", "text": "4.1.2 Clause 5.1 is hereby amended and restated its entirety as follows:\n\n \"5.1 Deposit:\n\n (a) Lessee shall pay to Lessor a Deposit in the amount set forth in the definition of that\n term in Letter Agreement Number 1.\n\n (b) In lieu of a cash Deposit, Lessee shall have the option to provide Lessor with a letter\n of credit issued and payable by a Pre-Approved Bank or another bank reasonably\n acceptable to Lessor in its reasonable discretion and in form and substance reasonably\n acceptable to Lessor, and, if not issued by a Pre-Approved Bank or by the New York\n branch of a major bank reasonably acceptable to Lessor in its reasonable discretion from\n time to time, will be confirmed by and payable at the New York branch of a major bank\n reasonably acceptable to Lessor in its reasonable discretion from time to time (the\n \"Letter of Credit\"). The Letter of Credit will be issued in lieu of a cash Deposit as\n security for all payment obligations of Lessee under the Lease and Other Agreements\n (including any and all obligations to indemnify Lessor for Losses suffered or incurred\n by it), which shall remain in full force and effect and may be drawn down by Lessor upon\n demand at any time or times following the occurrence of an Event of Default until the\n Required LC Expiry Date.\n\n (c) With the prior written consent of Lessor, the Letter of Credit may have a validity\n period or periods ending prior to the Required LC Expiry Date, provided that (i) the\n Letter of Credit shall, in each case, be renewed and delivered to Lessor not later than\n 45 days prior to its expiry; and (ii) a Letter of Credit shall remain in force at all\n times up to the Required LC Expiry Date.", "source": "agreement_16.md" }, { "id": "265", "text": "(d) If at any time during the Term, Lessor reasonably determines in its reasonable\n discretion that the current issuing or confirming bank for the Letter of Credit is no\n longer an acceptable issuing or confirming bank (whether by virtue of a material adverse\n change in its financial condition, a decrease in any credit rating of its long-term\n unsecured debt obligations, or for any other reason) Lessee shall promptly procure that\n the Letter of Credit is replaced by a Letter of Credit issued by another bank reasonably\n acceptable to Lessor in its reasonable discretion and (if reasonably requested by Lessor\n in its reasonable discretion) that such replacement Letter of Credit is confirmed by\n another bank reasonably acceptable to Lessor in its reasonable discretion.\n\n (e) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand\n in writing by Lessor, procure that the maximum amount available for drawing under the\n Letter of Credit is promptly restored to the level at which it stood immediately prior\n to such drawing.\n\n (f) If Lessee elects to provide Lessor with a Letter of Credit in lieu of the cash Deposit\n pursuant to the provisions of this Clause 5.1, then promptly upon receipt by Lessor of\n such Letter of Credit, Lessor shall return such cash Deposit to Lessee. If at any time\n thereafter a Letter of Credit shall not be in force and effect, then Lessee shall\n promptly provide Lessor with a cash Deposit.\n\n (g) So long as no Default or Event of Default then exists, Lessor shall refund to Lessee all\n Deposits (if any) then held by Lessor or, as the case may be, return the Letter of\n Credit upon return and final acceptance of the Aircraft by Lessor on the Expiry Date or\n promptly after receipt of the Agreed Value after an Event of Loss.", "source": "agreement_16.md" }, { "id": "266", "text": "4.1.3 Clause 7.3(b)(i) shall be amended by inserting the words \"(if any) or, as the case may be, return\n the Letter of Credit\" immediately after the word \"Deposit\".\n\n4.1.4 Clause 16.7 (a) shall be amended be deleting the Phrase beginning with the words \"The U.N.\n Convention\" through the words \", and\" at the end thereof and replacing them with the word \"or\".\n\n4.1.5 The following sentence shall be added at the end of Clause 16.12(a):\n\n \"The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this\n Agreement and all of its terms must be construed in accordance with the Governing Law applicable\n to domestic transactions in the jurisdiction to which the Governing Law pertains.\"\n\n5. CONDITIONS PRECEDENT\n\n5.1 Conditions: This Agreement and Lessor's obligation to extend the Term shall be subject to the\n satisfaction of each of the following conditions and receipt of the following documents:\n\n (a) Insurances: certificates of insurance, an undertaking from Lessee's insurance broker\n and other evidence satisfactory to Lessor of Lessee's due compliance with the provisions\n of the Lease (as extended hereby) regarding Insurances;\n\n (b) Legal Opinion: a legal opinion from Lessee's counsel in form and substance reasonably\n acceptable to Lessor;\n\n (c) Filings and FAA Opinion: evidence of the recordation of this Amendment with the FAA\n and, promptly after such recordation, provision by Lessee to Lessor of an opinion of FAA\n counsel acceptable to Lessor who are recognized specialists with regard to FAA\n registration matters in a form acceptable to Lessor acting reasonably as to the due\n filing for recordation of this Amendment;", "source": "agreement_16.md" }, { "id": "267", "text": "(d) Certificate of Lease Termination: a replacement certificate of lease termination\n executed by a duly authorized officer of Lessee, substantially in the form of Schedule 3\n hereto, acknowledging that the Extended Lease is no longer in effect with respect to the\n Aircraft, which certificate Lessor will hold in escrow to be filed at the FAA upon the\n expiration of the Term or other termination of the leasing of the Aircraft to Lessee\n pursuant to the Extended Lease.\n\n (e) Other: such other documents as Lessor may reasonably request.\n\n5.2 Further Conditions: The obligation of Lessor to extend the Term under this Agreement is subject\n to the further condition that, as of February 23, 2003 (the Expiry Date prior to the amendment\n contained herein), no Default or Event of Default shall have occurred and be continuing under the\n Lease or any other Operative Document.\n\n5.3 Waiver: The conditions specified in Clauses 5.1 and 5.2 are for the sole benefit of Lessor and\n may be waived or deferred (in whole or in part and with or without conditions) by Lessor.\n\n6. MISCELLANEOUS\n\n6.1 Further Assurances: Lessee agrees from time to time to do and perform such other and further acts\n and execute and deliver any and all such other instruments as may be required by law or reasonably\n requested by Lessor to establish, maintain and protect the rights and remedies of Lessor and to\n carry out and effect the intent and purpose of this Agreement.\n\n6.2 Counterparts: This Agreement may be executed in any number of separate counterparts, and each\n counterpart shall when executed and delivered be an original document, but all counterparts shall\n together constitute one and the same instrument.", "source": "agreement_16.md" }, { "id": "268", "text": "6.3 Governing Law: The provisions of Clause 16.12 (Governing Law and Jurisdiction) of the Lease shall\n apply to this Agreement as if the same were set out in full herein.\n\n6.4 Variation: The provisions of this Agreement shall not be varied otherwise than by an instrument\n in writing executed by or on behalf of Lessor and Lessee.\n\n6.5 Invalidity of any Provision: If any provision of this Agreement becomes invalid, illegal or\n unenforceable in any respect under any law, the validity, legality and enforceability of the\n remaining provisions shall not in any way be affected or impaired.\n\n6.6 Costs and Expenses: In accordance with Clause 16.9 of the Lease, Lessee shall bear the costs and\n expenses associated with this extension and amendment of the Lease, including without limitation\n the costs and expenses of legal counsel providing the legal opinions referenced in Clause 5.1\n\n7. CONTINUATION OF LEASE\n\n Save as expressly amended by this Agreement, the Lease shall continue in full and unvaried force\n and effect as the legal, valid and binding rights and obligations of each of Lessor and Lessee\n enforceable in accordance with their respective terms.\n\n\n\n\n\n\n\n\nIN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.\n\n\n\nSigned for and on behalf of\n\nGENERAL ELECTRIC CAPITAL CORPORATION\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nTitle: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\nSigned for and on behalf of\n\nFRONTIER AIRLINES, INC.\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_16.md" }, { "id": "269", "text": "By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nTitle: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\n\n\n\n\n\n\n\n\n SCHEDULE 1\n\n DESCRIPTION OF AIRCRAFT\n -----------------------\n\n\n\nAIRCRAFT: N578US\n\nManufacturer: Boeing\n\nModel: 737-301\n\nSerial Number 23257\n\nENGINES:\n\nType: CFM International Inc. CFM-56-3B2\n\nSerial Nos.: 721160 and 725729\n\n\n\n\n\n\n\n\n\n\n\n SCHEDULE 2\n\n INSTRUMENTS\n -----------\n\n\n\n\n\n Aircraft Lease Agreement dated as of October 20, 1995, between General Electric Capital Corporation\n as lessor and Frontier Airlines, Inc. as lessee, as supplemented by Lease Supplement No. 1 dated\n October 24, 1995, recorded by the Federal Aviation Administration on December 20, 1995, as\n Conveyance no. SS004071 (the \"Lease\")\n\n\n\n\n\n\n\n\n\n\n\n SCHEDULE 3\n\n [FORM OF]\n\n CERTIFICATE OF LEASE TERMINATION\n\n\n\n The undersigned hereby certify that the Aircraft Lease Agreement dated as of October 20, 1995, as\namended and supplemented from time to time, including, without limitation, by the Aircraft Lease Extension\nand Amendment Agreement dated as of October 1, 1999 and by the Aircraft Lease Extension and Amendment\nAgreement No. 2 dated as of September \\_\\_, 2000, and as further described in the Appendix attached hereto, has\nterminated and the aircraft and the aircraft engines covered thereby are no longer subject to the terms\nthereof. This certificate may be executed in one or more counterparts each of which when taken together\nshall constitute one and the same instrument.", "source": "agreement_16.md" }, { "id": "270", "text": "DATED this \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ day of\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\nLessor: Lessee:\n\nGENERAL ELECTRIC CAPITAL FRONTIER AIRLINES, INC.\nCORPORATION\n\n\n\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nTitle: Title:", "source": "agreement_16.md" }, { "id": "271", "text": "EX-10.1\n2\ndex101.htm\nAMENDED AND RESTATED AIRCRAFT DRY LEASE AGREEMENT\n\nAmended and Restated Aircraft Dry Lease Agreement\n**Exhibit 10.1** \n\n AMENDED AND RESTATED \n\n AIRCRAFT DRY LEASE AGREEMENT \n\n BETWEEN \n\n LENNAR AIRCRAFT I, LLC \n\n as Lessor \n\n AND \n\n US HOME CORPORATION \n\n as Lessee \n\n STUART MILLER \n\n CHIEF EXECUTIVE OFFICER \n\n LENNAR CORPORATION \n\n as Optional Payor for\nPayment Only \n\n under Paragraph 4 \n\n Dated as of the 1st day of December, 2008 \n\n Lease of One (1) 2005 Bombardier Inc. CL-600-2B16 \n\n (a/k/a Bombardier Challenger 604), \n\n Manufacturers Serial Number 5607 \n\n FAA Registration No. N954L", "source": "agreement_17.md" }, { "id": "272", "text": "**TABLE OF CONTENTS**", "source": "agreement_17.md" }, { "id": "273", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| 1. Lease |    | 3 |\n| | |\n| 2. Definitions |    | 3 |\n| | |\n| 3. Term |    | 7 |\n| | |\n| 4. Rent; Unconditional Obligations; Security |    | 7 |\n| | |\n| 5. Disclaimer; Assignment of Warranties |    | 9 |\n| | |\n| 6. Delivery; Return |    | 10 |\n| | |\n| 7. Representations and Warranties |    | 11 |\n| | |\n| 8. Liens |    | 13 |\n| | |\n| 9. Insurance |    | 13 |\n| | |\n| 10. Taxes |    | 14 |\n| | |\n| 11. Compliance with Laws; Location, Operation and Maintenance; Additions |    | 17 |\n| | |\n| 12. Inspection |    | 21 |\n| | |\n| 13. Identification |    | 21 |\n| | |\n| 14. Certain Transactions |    | 21 |\n| | |\n| 15. Loss or Damage |    | 21 |\n| | |\n| 16. General Indemnity |    | 22 |\n| | |\n| 17. Events of Default |    | 24 |\n| | |", "source": "agreement_17.md" }, { "id": "274", "text": "| | |\n| 17. Events of Default |    | 24 |\n| | |\n| 18. Remedies |    | 26 |\n| | |\n| 19. Lessor’s Right to Perform |    | 27 |\n| | |\n| 20. Assignment or Sublease |    | 27 |\n| | |\n| 21. Further Assurances; Financial Information |    | 28 |\n| | |\n| 22. Notices |    | 28 |\n| | |\n| 23. Conditions Precedent |    | 29 |\n| | |\n| 24. Miscellaneous |    | 30 |\n| | |\n| 25. Truth-in-Leasing |    | 32 |", "source": "agreement_17.md" }, { "id": "275", "text": "2", "source": "agreement_17.md" }, { "id": "276", "text": "**AMENDED AND RESTATED** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n This **Amended and Restated Aircraft Lease\nAgreement**, dated as of the 1st day of December, 2008 between **Lennar Aircraft I, LLC** (“Lessor”), Stuart Miller (“Optional Payor”), solely in his capacity as Chief Executive Officer of Lennar Corporation and solely with\nrespect to the payment of rent under paragraph 4 herein, and **US Home Corporation** (“Lessee”). \n\n **1. Lease.** \n\n\n a. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor hereunder, on a non-exclusive basis, the aircraft which is\ndescribed in Section 2(a) hereof (the “Aircraft”), on a non-exclusive basis. \n\n **2. Definitions.** \n\n a. As used in this Lease, the following terms shall have the following meanings (such definitions to be equally applicable to both the singular and plural\nforms of the terms defined): \n\n “Affiliate” shall mean with respect to any Person, any Person which, directly or indirectly,\ncontrols, is controlled by, or is under common control with such Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to vote ten percent (10%) or more of the securities having voting\npower for the election of directors of such Person; or otherwise to direct or cause the direction of the management and policies of such person, whether by contract or otherwise. \n\n “Aircraft” shall mean the Airframe to be leased hereunder together with the Engines to be leased hereunder whether or not any of the\nEngines may at the time of determination be installed on the Airframe or any other airframe.", "source": "agreement_17.md" }, { "id": "277", "text": "“Airframe” shall mean the\nLease of One (1) 2005 Challenger 604, Manufacturers Serial Number 5607, FAA Registration No. N954L. \n\n “Anti-Money Laundering\nLaws” means those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with\ndesignated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a\nFinancial Institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the\nEnemy Act, 50 U.S.C. App. Section 1 et seq, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seg, and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and\ndetection of money laundering in 18 U.S.C. Sections 1956 and 1957. \n\n  \n\n\n3", "source": "agreement_17.md" }, { "id": "278", "text": "“Aviation Act” means the Federal Aviation Act of 1958, as amended. \n\n “Bill of Sale” shall mean an FAA Bill of Sale whereby title to the Aircraft is in possession of the Lessor. \n\n “Business Day” shall mean a day other than a Saturday, Sunday or legal holiday under the laws of the State of Florida. \n\n “Cape Town Convention” shall mean the Convention and the Protocol. \n\n “Code” shall mean the Internal Revenue Code of 1986, as it may be amended hereafter, or any comparable successor law. \n\n “Commencement Date” shall mean the date of execution hereof by all parties. \n\n “Convention” shall mean the Convention on International Interests in Mobile Equipment concluded in Cape Town, South Africa. \n\n\n“Default” shall mean any event or condition which with notice, lapse of time or both would constitute an Event of Default.\n\n\n “Engines” shall mean two (2) General Electric Model CF 34-3B jet aircraft engines, respectively bearing\nManufacturer’s Serial Nos. GE-E950299 and GE-E950296, each of which is rated at greater than seven hundred fifty (750) or more take off horsepower or its equivalent (and each of which is referred to herein as an “Engine”).\n\n\n “Event of Default” shall have the meaning specified in Section 17 hereof.", "source": "agreement_17.md" }, { "id": "279", "text": "“Event of Default” shall have the meaning specified in Section 17 hereof. \n\n “Event of Loss” shall mean, with respect to the Aircraft, an Engine or any Part thereof, any damage requiring the completion of an FAA\nForm 337, “Major Repair and Alteration Statement” which results in the payment of an insurance settlement for the actual or constructive total loss of the Aircraft, Engine(s) or any such Part or the loss of use thereof due to the theft,\ndestruction, damage beyond repair or rendition thereof permanently unfit for normal use for any reason whatsoever, or the condemnation or grounding of all Learjet 60 series aircraft by any governmental authority for more than one year, or\nconfiscation or seizure of, or requisition of title to or use of the Aircraft. \n\n “FAA” shall mean the Federal Aviation\nAdministration or any applicable successor governmental authority. \n\n “Fair Market Sale Value” shall, at any time with\nrespect to the Aircraft, be equal to the sale value of the Aircraft which would be obtained in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer-user (other than a\nlessee currently in possession or a used equipment or scrap dealer) under no compulsion to buy. For purposes of Section 6 and hereof, Fair Market Sale Value shall be determined by a recognized independent appraiser (at Lessee’s \n\n\n  \n\n\n4", "source": "agreement_17.md" }, { "id": "280", "text": "sole expense) selected by Lessor, and reasonably satisfactory to Lessee, which determination shall be made on the assumption that the aircraft is free and\nclear of all Liens and is in the condition and repair in which it is required to be returned pursuant to Section 6(a) hereof. For purposes of Section 18(c) hereof, Fair Market Sale Value shall be determined (at Lessee’s expense) by an\nindependent appraiser selected by Lessor, on an “as is, where is” basis, without regard to the assumptions set forth in the immediately preceding sentence; provided, that, if Lessor shall have sold the Aircraft pursuant to\nSection 18(b) hereof prior to giving the notice referred to in Section 18(c) hereof, Fair Market Sale Value of the Aircraft shall be the net proceeds of such sale after deduction of all costs and expenses incurred by Lessor in connection\ntherewith; provided, further, that if for any reason Lessor is not able to obtain possession of the Aircraft pursuant to Section 18(a) hereof, the Fair Market Sale Value of the Aircraft shall be zero (and, in such event, upon payment by Lessee\nof the amounts Lessee is obligated to pay pursuant to Section 18(c) hereof Lessor shall assign all its rights to such Aircraft or insurance proceeds to Lessee). \n\n “International Interest” shall have the meaning set forth in the Cape Town Convention. \n\n “Late Charge Rate” shall mean an interest rate per annum equal to the Reference Rate plus two percent (2%) per annum but not to exceed the highest rate permitted by applicable law.", "source": "agreement_17.md" }, { "id": "281", "text": "“Lease” and the terms “hereof”, “herein”, “hereto” and “hereunder”, when used in this Aircraft\nLease Agreement, shall mean and include this Aircraft Dry Lease Agreement as the same may from time to time be amended, modified or supplemented. \n\n “Lessor’s Cost” shall mean the total amount paid by the Lessor for the Aircraft. \n\n “Lessor’s\nLiens” shall mean any mortgage, pledge, lien, security interest, charge, encumbrance, financing statement, title retention, taxes or any other right or claim of any person claiming through or under Lessor other than the interest of the\nLessor as Owner and Lessor of the Aircraft hereunder. \n\n “Liens” shall mean any mortgages, pledge, lien, security interest,\ncharge, encumbrance, financing statement, title retention or any other right or claim of any person with respect to the Aircraft, other than any Lessor’s Liens or Permitted Liens. \n\n “Loss Payment Date” shall mean with respect to the Aircraft the date on which payment, as described in Section 15(b) hereof, is\nmade to the Lessor by the Lessee as the result of an Event of Loss with respect to the Aircraft. The Loss Payment Date shall be within one hundred twenty (120) days of the Rent Payment Date immediately following said Event of Loss. \n\n\n“OFAC” means the Office of Foreign Assets Control, Department of the Treasury. \n\n  \n\n\n5", "source": "agreement_17.md" }, { "id": "282", "text": "“Parts” shall mean any and all avionics, instruments, appliances, furnishings, repairs,\nparts, appurtenances, accessories and other equipment and attachments incorporated or installed in or attached to the Airframe or any Engine and from time to time incorporated or installed in or attached to the Airframe or any Engine, together with\nall additions, attachments or accessions to any of the foregoing and all replacements and substitutions for any of the foregoing. \n\n “Patriot Act” means the USA PATRIOT Act of 2001, Pub. L. No. 107-56. \n\n “Permitted Act” shall\nmean (a) the execution and delivery by Lessee of this Lease and any proper attachment hereto; (b) the exercise of any purchase option pursuant to this Lease; and (c) any act that Lessee is required or expressly permitted to do\npursuant to this Lease or other agreement executed in connection herewith.", "source": "agreement_17.md" }, { "id": "283", "text": "“Permitted Liens” shall mean any of the\nfollowing: (a) the respective rights of Lessor and Lessee as herein provided; (b) the rights of others under agreements or arrangements only to the extent expressly permitted by the terms of Section 20; (c) Lessor’s Liens;\n(d) Liens for taxes either not yet due or being contested in good faith (and for payment of which, to the extent required by GAAP adequate reserves have been provided) by appropriate proceedings conducted with due diligence so long as such\nproceedings do not involve any material danger of the sale, forfeiture or loss of the Airframe or any Engine or interest therein; (e) materialmen’s, mechanics’, workmen’s, repairmen’s, or other like Liens arising in the\nordinary course of business for amounts the payment of which is either not yet delinquent or is being contested in good faith (and for the payment of which adequate reserves had been provided) by appropriate proceedings so long as such proceedings\ndo not involve any material danger of the sale, forfeiture or loss of the Airframe or any Engine or interest therein; (f) salvage rights of insurers under insurance policies maintained pursuant to Section 9; (g) Liens arising out of\njudgments or awards against Lessee or a sublessee with respect to which at the time there shall have been secured a stay of execution and; (h) any other Lien with respect to which Lessee or sublessee shall have provided a bond or other security\nin an amount and under terms reasonably satisfactory to Lessor. Lessee will promptly at its own expense, take such action as may be necessary duly to discharge (by bonding or otherwise) any such Lien not accepted above if the same shall arise at any\ntime.", "source": "agreement_17.md" }, { "id": "284", "text": "“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock\ncompany, trust, incorporated association, joint venture, governmental authority or other entity of whatever nature. \n\n “Protocol” shall mean the protocol to the Convention on Matters Specific to Aircraft Equipment. \n\n “Reference Rate” shall mean an implicit interest rate of eight and 50/100 percent (8.5%). \n\n “Rent Payment\nDate” shall mean each date on which an installment of rent is due and payable pursuant to the terms hereof. \n\n  \n\n\n6", "source": "agreement_17.md" }, { "id": "285", "text": "“Specially Designated National and Blocked Persons” means those Persons that have been\ndesignated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC. \n\n “Stipulated Loss Value” shall mean Twenty Two Million Seven Hundred and Sixty Seven Thousand Four Hundred (U.S. $22,767,400.00) United\nStates Dollars; provided, that for purposes of Section 15(b) and Section 18(c) hereof, any determination of Stipulated Loss Value as of a date occurring after the final Rent Payment Date shall be made as of such final Rent Payment Date.\n\n\n “Term” shall mean the term of the Lease of the Aircraft hereunder specified in Section 3 hereof. \n\n b. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principals (“GAAP”)\nconsistently applied. \n\n **3. Term.** The term of the Lease of the Aircraft hereunder shall commence on the Commencement Date and\nshall remain in full force and effect until terminated by either Lessor or Lessee upon thirty (30) days written notice prior to the effective date of such termination. Upon expiration of the Term, Lessee shall return the Aircraft to Lessor in\naccordance with the terms of Section 6 hereunder.\n\n **4. Rent; Unconditional Obligations; Security.**", "source": "agreement_17.md" }, { "id": "286", "text": "**4. Rent; Unconditional Obligations; Security.** \n\n a. Lessee shall pay to Lessor, monthly, in advance, for the use of the Aircraft, the sum\nof the management fees and costs, maintenance services and Aircraft operating expenses billed to US Home Corporation by its provider of Aircraft management services, plus the monthly cost of the\nAircraft under the Banc of America Lease, in United States dollars, plus applicable sales tax with the first such payment of rent with respect to the Aircraft being due on the first day of December, 2008, and a like amount on the\nfirst day of each month thereafter for the full term of this Lease, or, if such date does not fall on a business day, on the first business day immediately succeeding such date. Notwithstanding the foregoing, Optional Payor may, at his sole\ndiscretion and from time to time, pay the rent (or any portion thereof), due under this paragraph 4(a) provided, however, to the extent that the Optional Payor remits a portion of the rent, the Lessee shall pay the remaining portion of the rent.\n\n\n b. Lessee shall also pay to Lessor, on demand, interest at a rate per annum equal to the Late Charge Rate on any installment of rent and\non any other amount owing hereunder which is not paid when due for any period for which the same shall be overdue. Each payment made under this Lease shall be applied first to the payment of interest then owing and then to rent or other amounts\nowing hereunder. Interest shall be computed on the basis of a three hundred sixty (360) day year and actual days elapsed. \n\n  \n\n\n7", "source": "agreement_17.md" }, { "id": "287", "text": "c. Each payment made under this Lease shall be applied first to the payment of interest then owing and\nthen to rent or other amounts owing hereunder. Interest shall be computed on the basis of a three hundred sixty (360) day year and actual days elapsed. Lessee shall also pay to Lessor, on demand, interest at a rate per annum equal to the Late\nCharge Rate on any installment of rent and on any other amount owing hereunder which is not paid when due, for any period for which the same shall be overdue. Each payment made under this Lease shall be applied first to the payment of interest then\nowing and then to rent or other amounts owing hereunder. Interest shall be computed on the basis of a three hundred sixty (360) day year and actual days elapsed.", "source": "agreement_17.md" }, { "id": "288", "text": "d. This Lease is a net lease, and Lessee’s obligation to pay all rent and all other amounts payable hereunder is ABSOLUTE AND UNCONDITIONAL under any and all circumstances, and shall not be effected by any\ncircumstances of any character whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense, abatement or reduction or any right which Lessee may have against Lessor, the manufacturer or supplier of the Aircraft\nor anyone else for any reason whatsoever; (ii) any defect in the condition, design or operation of, or lack of fitness for use of, for any damage to, or loss of, all of any part of the Aircraft from any cause whatsoever; (iii) the\nexistence of any Liens with respect to the Aircraft; (iv) the invalidity, unenforceability or disaffirmance of this Lease or any other document related hereto; or (v) the prohibition of or interference with the use of possession by Lessee\nof all or any part of the Aircraft, for any reason whatsoever, including without limitation, by reason of (1) claims for patent, trademark or copyright infringement; (2) present or future governmental laws, rules or orders; (3) the\ninsolvency, bankruptcy, or reorganization of any person; and (4) any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding. Lessee hereby waives, to the extent permitted by\napplicable law, any and all rights which it may now have or which may at any time hereafter be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender the lease of the Aircraft. If for any reason whatsoever this Lease,", "source": "agreement_17.md" }, { "id": "289", "text": "other than, as expressly provided herein, shall be terminated in whole or in part by operation of law or otherwise, Lessee will nonetheless pay to Lessor an amount equal to each installment of rent at the time such installment would have become due\nand payable in accordance with the terms hereof. Each payment of rent or other amount paid by Lessee hereunder shall be final and Lessee will not seek to recover all or any part of such payment from Lessor for any reason whatsoever.", "source": "agreement_17.md" }, { "id": "290", "text": "e. Lessee agrees that this Dry Sublease is subject to the terms and provisions of that certain Aircraft Lease (S/N 5607) dated as of February 15,\n2005 (the “Banc of America Lease”) between Banc of America Leasing & Capital, LLC (“Banc of America”) and Lessor, that certain Consent to Sublease and Assignment dated as of August 17, 2005 between Banc of America,\nLessor and Lessee and any related documents, agreements or instruments of any kind whatsoever. Without limiting the generality of the foregoing, the rights of Lessor, Lessee and any other party, person or entity of any kind whatsoever claiming\nthrough any of Lessor or Lessee with respect to the Aircraft (and any and all proceeds thereof, including any insurance proceeds) shall be subject and \n\n\n  \n\n\n8", "source": "agreement_17.md" }, { "id": "291", "text": "subordinate in all respects to any and all of the rights, privileges, powers, entitlements, benefits, remedies, title or interests of Banc of America in or\nto the Aircraft (and any and all proceeds thereof, including any insurance proceeds), including all of its rights and remedies under or in connection with the Banc of America Lease and any related documents, agreements or instruments of any kind\nwhatsoever. In addition, and notwithstanding anything to the contrary set forth in this Dry Sublease or otherwise, upon the occurrence of any Event of Default (as such term is defined in the Banc of America Lease) under or in connection with the\nBanc of America Lease, this Dry Sublease shall automatically and immediately terminate. \n\n **5. Disclaimer; Assignment of Warranties.**", "source": "agreement_17.md" }, { "id": "292", "text": "**5. Disclaimer; Assignment of Warranties.**\n\n a. LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND LESSEE HEREBY EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER\nEXPRESS OR IMPLIED, AS TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO THE DESIGN, QUALITY OR CONDITION OF THE AIRCRAFT OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE OR\nTO AS TO ANY OTHER MATTER RELATING TO THE AIRCRAFT OR ANY PART THEREOF, EXCEPT THAT LESSOR WARRANTS THAT ON THE COMMENCEMENT DATE LESSOR HAS GOOD AND MARKETABLE TITLE TO THE AIRCRAFT AND THAT IT HAS THE RIGHT TO LEASE THE AIRCRAFT TO LESSEE PURSUANT\nTO THIS AGREEMENT AND THAT THE AIRCRAFT WILL BE AVAILABLE FOR USE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE USE AND OPERATION OF JET AIRCRAFT ARE ULTRAHAZARDOUS AND DANGERS ACTIVITIES. LESSEE IS A KNOWLEDGEABLE AND SOPHISTICATED USER OF JET AIRCRAFT\nAND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE SUSTAINED OR INCURRED DURING OR AFTER THE TERM HEREOF ARISING OUT OF THE USE OR OPERATION OF THE AIRCRAFT. LESSEE, FOR ITSELF, ITS SUCCESSORS, ASSIGNS AND ITS INVITEES WAIVES, RELINQUISHES\nAND RENOUNCES ANY AND ALL DAMAGE CLAIMS AGAINST LESSOR WHICH LESSEE, ITS SUCCESSOR, ASSIGNS AND INVITEES CAN OR MAY HAVE AGAINST LESSOR ARISING FROM THE USE OR OPERATION OF THE AIRCRAFT.", "source": "agreement_17.md" }, { "id": "293", "text": "LESSEE CONFIRMS THAT IT HAS SELECTED THE AIRCRAFT AND EACH PART THEREOF ON THE BASIS OF ITS OWN JUDGMENT UTILIZING INDEPENDENT EXPERTS SELECTED BY LESSEE\nAND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY LESSOR (OR ANY AGENT OR REPRESENTATIVE OR LESSOR), AND LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OR A VENDOR OF ANY PART OF THE AIRCRAFT.\n\n\n LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO THE ACCOUNTING TREATMENT TO BE ACCORDED TO THE\nTRANSACTIONS CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR TAX TREATMENT THEREOF. \n\n  \n\n\n9", "source": "agreement_17.md" }, { "id": "294", "text": "b. Lessor hereby assigns to Lessee such right as Lessor may have (to the extent Lessor may validly assign\nsuch rights, and to the extent same exist - no warranty or representation as to whether such warranties exist shall be deemed to have been made by Lessor) under all manufacturers’ and suppliers’ warranties with respect to the Aircraft\nprovided, however, that the foregoing rights shall automatically revert to Lessor upon the occurrence and during the continuance of any Event of Default hereunder, or upon the return of the Aircraft to Lessor. Lessee agrees to settle all claims with\nrespect to the Aircraft directly with the manufacturers or suppliers thereof, and to give Lessor prompt notice of any such settlement and the details of such settlement. \n\n c. Lessor covenants that during the Term, as long as no Event of Default shall have occurred and be continuing, the Lessee’s or any sublessee’s possession, use and quiet enjoyment of the Aircraft leased\nhereunder shall not be interrupted by Lessor. \n\n **6. Delivery; Return.** \n\n a. The Aircraft shall be delivered to Lessee at Opa-Locka Airport (““OPF””) in Miami-Dade County, Florida prior to each flight\noperation of the Aircraft and shall be returned to Lessor by Lessee at such location mutually agreed upon by the parties immediately after each flight operation. Until the Aircraft is returned to Lessor pursuant to the provisions of this Section,\nall of the provisions of this Lease with respect thereto shall continue in full force and effect. Lessee shall not cause or permit any distinctive markings to be placed on the Aircraft at any time.", "source": "agreement_17.md" }, { "id": "295", "text": "At the time of each return of the Aircraft by Lessee to Lessor after each flight operation conducted hereunder, the Lessee shall: (i) Insure that\nthe Aircraft is fully equipped and have installed thereon the Engines and any and all Parts as were installed or incorporated in or attached to the Aircraft as of the Commencement Date (or subject to such replacements, substitutions and changes\npermitted by or required pursuant to the terms hereof subject to reasonable wear and tear and the use contemplated herein); (ii) Insure that the Aircraft shall be duly certified as an airworthy aircraft by the FAA and be returned with a valid\ncertificate of airworthiness issued under the Federal Aviation Regulations, or its equivalent and that the Aircraft will be in full compliance with the original type certificate data sheet; (iii) Insure that the Aircraft shall be in the\ncondition and repair required to be maintained by Section 11 hereof, free and clear of all Liens; (iv) Insure that Lessor shall receive all logs, manuals and data and all inspection, modification and overhaul records required to be\nmaintained with respect to the Aircraft under applicable rules and regulations of the FAA and any other governmental authority having jurisdiction which shall be complete and current through the date the Aircraft is received by Lessor. It is agreed\nthat Lessor shall maintain the original logs and Lessee shall maintain copies of the logs. Therefore, all original log entries shall be forwarded to Lessor by Lessee during the Term hereof and Lessee shall keep copies thereof; (v) Lessee shall\nnot permit more than one (1) cycle per every 1.2 hours of operation of the Aircraft. \n\n  \n\n\n10", "source": "agreement_17.md" }, { "id": "296", "text": "b. Lessee shall be responsible for its allocated share of all normal maintenance of the Aircraft during\nthe Term hereof and shall pay for same when and as billed by the manager of the Aircraft. Lessee shall also be responsible for all maintenance resulting from Lessee’s abuse, misuse or improvident use and operation of the Aircraft. \n\n\n**7. Representations and Warranties.** In order to induce Lessor to enter into this Lease and to Lease the Aircraft to Lessee hereunder,\nLessee represents and warrants that:\n\n a. Organization. Lessee is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of Delaware. For purposes of the Cape Town Convention, Lessee is situated in the “Contracting State” (as defined in the Cape Town Convention) of the United States of America. \n\n b. Power and Authority. Lessee has full power, authority and legal right to execute, deliver and perform this lease and the execution, delivery\nand performance of this Lease have been duly authorized by all necessary action of Lessee. \n\n c. Enforceability. This Lease has been\nduly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms.", "source": "agreement_17.md" }, { "id": "297", "text": "d. Consents and Permits. The execution, delivery and performance of this Lease does not require any stockholder or member approval or approval or consent of any trustee or holders of any indebtedness or obligations of Lessee; and\nwill not contravene any law, regulation, judgment or decree applicable to Lessee, or the certificate of incorporation/ organization/formation or by-laws/regulations/operating agreement of Lessee; and will not contravene the provisions of, or\nconstitute a default under, or result in the creation of any Lien upon any property of Lessee under any mortgage, instrument or other agreement to which Lessee is a party or by which Lessee or its assets may be bound or affected. \n\n e. Financial Condition of Lessee. The financial statements of Lessee heretofore furnished to Lessor present the financial condition of Lessee and\nthe results of its operations for the respective periods covered thereby, in accordance with GAAP (provided that interim financial statements provide summary information, omit certain footnote information, and are subject to normal year and\nadjustments) and since December 31 of the year preceding of execution of this Lease there has been no material adverse change in such financial condition or operations. \n\n  \n\n\n11", "source": "agreement_17.md" }, { "id": "298", "text": "f. No Litigation. There is no action, suit, investigation, or proceeding by or before any court,\narbitrator, administrative agency, or other governmental authority pending or threatened against or affecting Lessee (a) which involves the transactions contemplated by this Lease or the Aircraft; or (b) which, if adversely determined,\nwould reasonably be expected to have a material adverse effect on the financial condition, business or operations of Lessee. \n\n g. No\nDefaults. Lessee is not in default, and no event or condition exists which after giving of notice or lapse of time or both would constitute an event of default, under any mortgage, indenture, contract, agreement, judgment or other undertaking to\nwhich Lessee is a party or which purports to be binding upon Lessee or upon any of its assets, except for any such default, event or condition which, individually or in the aggregate, would not materially affect Lessee’s ability to perform its\nobligations under this Lease. \n\n h. Information. All information supplied by Lessee or any Affiliate of Lessee, to Lessor or any\nappraiser, with respect to the Aircraft or any part thereof, was accurate and complete at the time given and Lessee has notified Lessor of any material change in any information so supplied.", "source": "agreement_17.md" }, { "id": "299", "text": "i. No Warranties: Lessee has inspected the Aircraft utilizing the services of experts selected by Lessee, and at the time of delivery Lessee shall\nbe deemed to accept delivery of the Aircraft “AS IS, WHEREIS” and with all faults. Lessor makes no warranty concerning the Aircraft of any type, express or implied, including any warranty of fitness for a particular use or otherwise.\nLessee is knowledgeable and sophisticated in the use, maintenance and operation of aircraft and has selected this Aircraft based upon its own expertise, or the use of experts of its own selection, and is not relying upon any statement,\nrepresentation or warranty of Lessor, all of which are expressly excluded and disclaimed and all claims related thereto or arising therefrom are waived, relinquished and renounced by Lessee. \n\n j. OFAC. Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation,\n(i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control\n(“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of\nExecutive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on\nBSA compliance and on the prevention and detection of money laundering violations. \n\n k. Compliance with International Trade Control Laws\nand OFAC Regulations. Lessee represents, warrants and covenants to and with Lessor that:", "source": "agreement_17.md" }, { "id": "300", "text": "(i) They Lessee is not now nor\nshall it be at any time until after the Term expires, a Person with whom a U.S. Person is prohibited from transacting business of the type contemplated by this Lease, whether such prohibition arises under U.S. law, regulation, executive orders and\nlists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. \n\n  \n\n\n\n12", "source": "agreement_17.md" }, { "id": "301", "text": "(ii) No Lessee and no Person who owns a direct or indirect interest in Lessee is now nor\nshall be at any time until after this Lease is fully paid, a Person with whom a U.S. Person is prohibited from transacting business of the type contemplated by this Lease, whether such prohibition arises under U.S. law, regulation, executive orders\nand lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. \n\n (iii) Lessee represents and warrants that it is in compliance with any and all applicable provisions of the Patriot Act. \n\n **8. Liens.** Lessee will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Aircraft. At\nthe time of execution hereof, there are no liens, security interests, mortgages, claims, charges, “international interests” (as defined in the Cape Town Convention or other encumbrances (whether or not registered or filed at the FAA or the\nInternational Registry or elsewhere) (collectively, “Liens”) in or on the Aircraft, other than Liens in favor of Lessor or Lessor’s lender.", "source": "agreement_17.md" }, { "id": "302", "text": "**9. Insurance.** Lessee shall cause the manager of the Aircraft and the manager of the Aircraft shall obtain and maintain, at Lessee’s expense, which shall be maintained at all times on the Aircraft\n(including the Airframe and Engines), “all-risk” aircraft physical damage insurance (covering ground, flight and taxiing exposures) and comprehensive general and aircraft liability insurance (covering bodily injury and property damage\nexposures) including, but not limited to, passenger liability, third party liability, contractual liability insurance in such amounts against such risks and in such form, as is customary for corporations similarly situated as Lessee or otherwise as\nshall be reasonably satisfactory to Lessor and with insurers or recognized responsibility; provided, that such insurance shall include, without limitation, the following: (i) “all-risk” physical damage insurance on the Aircraft\nin an amount which shall not on any date be less than Twenty Two Million Eight Hundred Thousand (U.S. $22,800,000) United States Dollars with war risk coverage (to include seizure, detention and confiscation coverage) as well as legal liability and\nhijacking coverage; (ii) comprehensive aircraft liability insurance in an amount which shall not on any date be less than Two Hundred Million (U.S. $200,000,000) United States Dollars and which shall name Lessor as additional insured; and\n(iii) coverage against hijacking and acts of terrorism exposures in an amount which will be not less than Two Hundred Million (U.S. $200,000,000) United States Dollars internationally and Two Hundred Million (U.S. $200,000,000) United States\nDollars domestically and which shall name Lessor as loss payee and which, for liability purposes, shall name Lessor as additional insured. If the Aircraft is operated outside the continental \n\n\n  \n\n\n13", "source": "agreement_17.md" }, { "id": "303", "text": "United States, in addition to the above requirements, War Risk Insurance, including Confiscation, Expropriation, Nationalization and Seizure is required to\nbe maintained. Additionally, each insurance policy shall, among other things, require that the insurer give Lessor at least thirty (30) days prior written notice (or such lesser period as may be applicable in case of war risk insurance)(at each\nof the addresses of notice to Lessor set forth in Section 22 hereof) of any alteration in or cancellation of the terms of such policy, and require that the interest of Lessor (and Lessor’s lender, if any) be continued insured regardless of\nany breach of or violation by Lessee of any warranties, declarations or conditions contained in such insurance policy. In no event shall Lessor be responsible for premiums, warranties, conditions or representations to any insurer or any agent\nthereof. The insurance maintained by the manager of the Aircraft shall be primary without any right of contribution from insurance which may be maintained by Lessor. At Lessor’s request, Lessee shall request manager of the Aircraft to furnish\nto Lessor a certificate or other evidence reasonably satisfactory to Lessor that such insurance coverage is in effect; provided, however, that Lessor shall be under no duty to ascertain the existence or adequacy of such insurance. An agreement by\nthe United States government or any subdivision or agency thereof to insure against or indemnify for substantially the same risks to at lease the same amount will satisfy the requirements of this Section 9. \n\n **10. Taxes.**", "source": "agreement_17.md" }, { "id": "304", "text": "a. General Tax\nIndemnity. Lessee shall pay, and on written demand indemnify, defend and hold Lessor harmless from and against, all fees, taxes (whether sales, use, excise, personal property or other taxes), imposts, duties, withholdings, assessments and other\ngovernmental charges of whatever kind or character, however designated (together with any penalties, fines or interest thereon), all of the foregoing being herein collectively called “impositions” which are at any time levied or imposed\nagainst or incurred with respect to Lessor, Lessee, this Lease, the Aircraft or any part thereof or interest therein by any federal, state or local government or taxing authority in the United States or by any foreign government or any subdivision\nor taxing authority thereof upon, with respect to, as a result of or measured by (i) the Aircraft (or any part thereof or interest therein), or this Lease or the interest of Lessor therein; or (ii) the delivery, leasing, subleasing,\npossession, maintenance, modification, repair, use, operation, registration or return of the Aircraft or any part thereof or (iii) the rentals, receipts or earnings payable under this Lease or otherwise arising from the Aircraft or any part\nthereof or from the transactions contemplated by this Lease’ excluding, however, any impositions to the extent such impositions are (1) based on or measured by the gross or net income or capital of Lessor; (2) in the\nnature of franchise or conduct or business taxes imposed on Lessor; (3) in the nature of minimum taxes for tax preferences imposed on Lessor; (4) the result of Lessor’s own bankruptcy or any act on the part of Lessor in contravention", "source": "agreement_17.md" }, { "id": "305", "text": "of the provisions of this Lease or any failure of Lessor to observe the provisions of this Lease; (5) imposed as a result of any voluntary sale, assignment, transfer, or other disposition by Lessor of any interest in the Aircraft or the Engines\nunless such transfer or disposition occurs while an Event of Default by Lessee is continuing; (6) so long as no Default or Event of Default shall have occurred and be continuing, imposed with respect to acts or", "source": "agreement_17.md" }, { "id": "306", "text": "14", "source": "agreement_17.md" }, { "id": "307", "text": "events occurring or matters arising after the earlier of (A) the return of possession of the Aircraft to Lessor pursuant to the terms of the Lease and\nthe expiration or earlier termination of the Term, pursuant to Section 6 hereof, or (B) the discharge in full of Lessee’s obligation to pay Stipulated Loss Value or Termination Value and all other amounts due under the Lease;\n(7) included in the computation of Lessor’s Cost; (8) imposed solely as a result of a transaction which is unrelated to the transactions contemplated under this Lease; (9) enacted or adopted expressly as a substitute for taxes\nthat would have been imposed on Lessor and not indemnified hereunder; (10) interest or penalties resulting from Lessor’s failure to file timely and proper returns unless such failure is a result of Lessee’s failure to provide Lessor\nin a timely manner with any document or other information which this Section 10 requires Lessee to provide to Lessor; or (11) a result of the willful misconduct or gross negligence of Lessor; provided, however, that there\nshall not be excluded by clause (1) or clause (2) any license, sales, use, rental, value-added or property tax or any Imposition which would not have been incurred but for, or to the extent increased as a result of, (i) the situs or\norganization, any place of business or the activities of Lessee, any sublessee or any other user of the Aircraft in the jurisdiction imposing the tax, or (ii) the operation or location of the Aircraft (or any part thereof) in the jurisdiction", "source": "agreement_17.md" }, { "id": "308", "text": "imposing the tax, or (iii) the making of any payment contemplated by this Lease in or from the jurisdiction imposing the tax, or (iv) the execution, delivery or recording of this Lease or any document contemplated by this Lease in the\njurisdiction imposing the tax.", "source": "agreement_17.md" }, { "id": "309", "text": "To the extent permitted by applicable laws, Lessee shall pay or cause to be paid all Impositions\nindemnified under this Section 10(a) directly to the appropriate taxing authority on or before the time, and in the manner, prescribed by applicable laws. Lessee shall pay each other amount required to be paid pursuant to this\nSection 10(a) to Lessor within ten (10) days following Lessee’s receipt of Lessor’s demand for the payment accompanied by a written statement of Lessor describing in reasonable detail the Impositions for which Lessor is demanding\nan indemnity and the computation of the amount of the indemnity being demanded. In case any report or return is required to be filed with respect to any Imposition indemnified by Lessee under this Section 10(a) or arising out of this\nSection 10(a), Lessee shall notify Lessor of the requirement and, if permitted by applicable law, timely file the report or return with respect to the Imposition (except for any report or return that Lessor shall have notified Lessee that\nLessor intends to file) and send a copy of such report or return to Lessor; or if Lessee is not permitted by applicable law to file such report or return, notify Lessor of the requirement and prepare and deliver to Lessor a proposed form of the\nreport or return within a reasonable time prior to the time it is required to be filed. The obligations of Lessee under this Section 10(a) shall survive the expiration or earlier termination of this Lease.", "source": "agreement_17.md" }, { "id": "310", "text": "Upon Lessor’s request, Lessee will provide such documents and other information as Lessor may reasonably request from time to time to enable Lessor\nto fulfill its tax filing, audit and related litigation obligations, including, but not limited to, log books with respect to the Aircraft and other records maintained by Lessee or any other user with respect to the Aircraft. Lessee shall indemnify\nLessor for all liabilities arising out of any insufficiency or inaccuracy of any report or return if the insufficiency or inaccuracy is the result of the inaccuracy of any information required to be supplied by Lessee to Lessor pursuant to this\nSection 10. \n\n  \n\n\n15", "source": "agreement_17.md" }, { "id": "311", "text": "Each indemnity pursuant to Section 16 or this Section 10 shall be in an amount which, after\ntaking into account all Impositions required to be paid by Lessor as a result of the receipt or accrual of the indemnity (determined by assuming that each indemnity received or accrued by Lessor will be subject to tax at the highest marginal\nstatutory rates of tax applicable to Lessor when such indemnity is received or accrued), shall be equal to the total amount of the indemnity that Lessee would be required to pay if Lessor were not subject to any Impositions as a result of the\nreceipt or accrual of the indemnity. \n\n If Lessor receives written notice of a claim for any Imposition for which Lessee would be required to\nindemnify Lessor pursuant to this Section 10(a), Lessor will give Lessee written notice of the claim within fifteen (15) days after the Lessor receives written notice of the claim. If Lessee so requests in writing within ten (10) days\nafter receipt of Lessor’s written notice, or, if earlier, at least five (5) Business Days prior to the last date allowed for responding to such claim, Lessor shall contest, or shall permit Lessee to contest (if and to the extent permitted\nby law), the claim, provided that (i) no Default or Event of Default shall have occurred and be continuing and (ii) in the opinion of Lessor, the requested contest does not involve any material danger of any sale, forfeiture or loss of the\nAircraft. Lessee shall pay to Lessor on demand all costs and expenses which Lessor may incur in connection with the contest of a claim pursuant to this paragraph (including reasonable attorneys’ and accountants’ fees and disbursements).\n\n\n b. Special Tax Provisions.", "source": "agreement_17.md" }, { "id": "312", "text": "b. Special Tax Provisions. \n\n (i) Lessor has calculated the periodic rentals and Stipulated Loss Values based in part on Lessee’s representations and warranties herein and on the following assumption that Lessor will be entitled to deductions for depreciation with\nrespect to the Aircraft under Section 168 of the Code. \n\n (ii) Lessor represents and warrants to Lessee that a reasonable estimate of\nthe fair market value of the Aircraft to the Lessor at the end of the Term, without including in such value any increase or decrease for inflation or deflation during the Term, will not be less than 20% of Lessor’s Cost for the Aircraft. Lessor\nfurther represents and warrants that Lessor has made a minimum unconditional “at risk” investment in the Aircraft of at least 20% and will maintain such minimum investment until the end of the Term. \n\n c. Notwithstanding anything to the contrary in this Section 10, no amount shall be payable to Lessor as an indemnity under Section 10, to the\nextent such indemnity is the result of one or more of the following: \n\n (i) Any event as a result of which Lessee has paid in full in\naccordance with this Lease Stipulated Loss Value, but only to the extent that the loss of deductions or inclusion shall have been taken into account in calculating the Stipulated Loss Value; \n\n  \n\n\n16", "source": "agreement_17.md" }, { "id": "313", "text": "(ii) Any Change in Tax Law; \n\n (iii) The willful misconduct or gross negligence of Lessor; \n\n (iv) Any misrepresentation by Lessor in this Lease; \n\n (v) Any voluntary sale, assignment, transfer, or\nother disposition by Lessor of any interest in the Aircraft or any part thereof or any interest in this Lease, unless such sale, assignment, transfer or other disposition occurs while an Event of Default by Lessee under this Lease is continuing;\n\n\n (vi) The failure by Lessee to provide information requested by Lessor and needed by Lessor to prepare its Federal, state or local income\ntax returns; \n\n (vii) The applicability to Lessor of Section 55, 56, 57, 58, 291, 465, 467 or 469 of the Code or any successor\nprovision or any treasury regulations thereunder; \n\n (viii) The treatment of an Item of Equipment as either public utility property within\nthe meaning of Section 168(i)(10) of the Code as a result of the identity of Lessor or any activity of Lessor that is unrelated to the transactions contemplated by this Lease; \n\n (ix) Any change in the Lessor’s taxable year; \n\n (x) Any inaccuracy in the conclusions expressed in the appraisal report referred to in Section 23(1) hereof unless the inaccuracy is attributable to the inaccuracy of any information provided by Lessee or Lessor\nor to the appraiser; or \n\n (xi) A failure of the transaction to be a true lease for Federal income tax purposes unless such failure is\nattributable to any act or failure to act on the part of Lessee or any Affiliate of Lessee, or the inaccuracy of any representation of Lessee in this Agreement or the breach of any warranty or covenant of Lessee in this Agreement.", "source": "agreement_17.md" }, { "id": "314", "text": "**11. Compliance with Laws: Location, Operation & Maintenance: Additions.** \n\n a. Lessee will enter into a management agreement for professional operation and maintenance of the Aircraft with a manager approved by Lessor which\napproval shall not be unreasonably withheld, and such manager shall provide for the maintenance \n\n\n  \n\n\n17", "source": "agreement_17.md" }, { "id": "315", "text": "of the Aircraft and performance of Lessee’s other technical obligations set forth herein. Lessee will use the Aircraft in a careful and proper manner,\nwill comply with and conform to all applicable governmental laws, rules, regulations and orders thereto, and will cause the Aircraft to be operated in accordance with the manufacturer’s or supplier’s instructions or manuals. Lessee will,\nprior to each operation of the Aircraft, conduct a thorough pre-flight inspection of the Aircraft and conduct all pre-flight action required by the Federal Aviation Regulations. Lessee agrees that it will not operate, use or maintain the Aircraft in\nviolation of any airworthiness certificate, license, law, statute, rule, regulation or registration relating to the Aircraft or aviation nor use the Aircraft (or permit the Aircraft to be used) in violation of any criminal law, rule, statute or\nregulation of the United States of America or any other nation state or sub-division thereof. Under no circumstances will the Aircraft be used to carry or transport contraband or unauthorized persons. In the event that any law, rule or regulation or\norder applicable to the Aircraft requires alteration, repair or modification of the Aircraft during the Lease Term, Lessee will, at Lessee’s sole expense (utilizing the services of FAA approved maintenance facilities and personnel), conform\nthereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and orders, and such alterations, repairs and modifications shall immediately, without further act, become the property of\nLessor and part of the Aircraft.", "source": "agreement_17.md" }, { "id": "316", "text": "b. The Aircraft will be permanently based at Opa-Locka Airport (“OPF”), Miami-Dade County,\nFlorida in the United States. The Aircraft will be operated under 14 C.F.R. Part 91 of the Federal Aviation Regulations, and Lessee will not permit the Aircraft to be operated outside the continental United States except that Lessee may permit the\nAircraft to be operated outside the Continental United States operating under 14 C.F.R. Part 91 provided that, under no circumstances will Lessee permit the Aircraft to be operated in (A) any area excluded from coverage by any insurance\nrequired by the terms of Section 9 hereof (or not specifically and fully covered by such insurance), or any recognized or threatened area of hostilities unless fully covered, without limitation, to Lessor’s satisfaction by hull, political,\nexpropriation, hijacking and war risk insurance, in each case unless the Aircraft is operated or used under contract with the government of the United States or any agency or instrumentality thereof under which contract the government assumes the\nliability in form and substance acceptable to Lessor for substantially the same risk in at least the same amounts as would be covered by such insurance, (B) any jurisdiction as to which a travel advisory or equivalent warning issued by the\nBureau of Consular Affairs, United States Department of State is in effect, or any country that is experiencing wide spread civil unrest or wide spread anti-American activity, or (C) any area in which Lessor’s title to the Aircraft may\nreasonably be expected to be jeopardized or not recognized. \n\n c. Lessee, at its sole cost and expense, through the manager of the Aircraft,\nshall at all times: \n\n (i) cause the Aircraft to be and remain duly registered under the laws of the United States of America in the name of\nLessor as owner; \n\n  \n\n\n18", "source": "agreement_17.md" }, { "id": "317", "text": "(ii) keep, service, repair, maintain and overhaul the Aircraft utilizing the services of FAA approved\nmaintenance facilities and FAA licensed personnel (A) in compliance with the FARs and with all FAA Airworthiness Directive and manufacturers’ recommended and mandatory Service Bulletins, (B) in compliance with the applicable\nmanufacturer’s or supplier’s recommended maintenance, service and overhaul procedures and schedules and in compliance with the Factory Authorized Maintenance Program, pursuant to 14 C.F.R., FAR Part 91.409(f)(3), and as specified by Lessee\nto Lessor designating any variation of the approved maintenance program(s), and comply with all applicable maintenance programs, keeping same in full force and effect, in good standing and timely providing all reports and remittances required and\nkeep same in full force and effect, and good standing making all reports required to the engine program administrator and pay all remittances due (C) with respect to the Engines maintain current and in good standing in accordance with the\nengine manufacturers requirements and in compliance with the recommended procedures and schedules of any overhaul, service or maintenance contract relating to the Engines, (D) so as to keep the Aircraft in as good repair and operating condition\n(and to furnish all parts, replacements, mechanisms, devices and services required therefore) as when delivered to Lessor, reasonable wear and tear excepted, and (E) so as to keep the Aircraft in such operating condition as may be necessary to\nenable the airworthiness certification of the Aircraft to be maintained in good standing at all times under the Aviation Act and so as to comply with the original type certification data sheet; provided, however, if the airworthiness certificate is\nwithdrawn, then, subject to Section 15 hereof, so long as Lessee is taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal. Nothing", "source": "agreement_17.md" }, { "id": "318", "text": "herein shall prevent Lessee from taking the Aircraft out of service for maintenance or modification permitted hereunder or for storage in accordance with applicable FAA requirements;", "source": "agreement_17.md" }, { "id": "319", "text": "(iii) maintain all records, logs and other materials required by the FAA to be maintained in respect of the Aircraft. All repairs, parts, replacements,\nmechanisms, devices and services installed or made under this Subsection 11(c) shall be and remain free and clear of any Liens and shall immediately, without further act, become the property of Lessor and part of the Aircraft. \n\n d. Lessee will not make or authorize any improvement, change, addition or alteration to the Aircraft (i) if such improvement, change, addition or\nalteration will impair the originally intended function or use of the Aircraft or impair the value, utility or remaining useful life of the Aircraft as it existed immediately prior to such improvement, change, addition or alteration, except that the\nvalue (but not the utility, condition, remaining useful life or airworthiness) of the Aircraft may be reduced by the value of the Parts that Lessee deems obsolete or no longer suitable or appropriate for use in the Airframe if replaced by an\nequivalent Part of equal or greater value, utility, condition and airworthiness. If any parts installed in or attached to or otherwise becoming a part of the Aircraft as a result of any such improvement, change, addition or alteration shall not be\nreadily removable without damage to the Aircraft, such Parts shall become property of Lessor. If no Event of Default shall have occurred and be continuing, any Part which is \n\n\n  \n\n\n19", "source": "agreement_17.md" }, { "id": "320", "text": "added to the Aircraft not described in the immediately preceding sentence and which is not a replacement or substitution for any property which was a Part of\nthe Aircraft, shall remain the property of Lessee and may be removed by Lessee at any time prior to the expiration or other termination of the Lease Term. All such parts shall be and remain free and clear of any Liens. Any such Part which is not so\nremoved prior to the expiration or other termination of the Lease Term shall, without further act, become the property of Lessor. \n\n e.\nLessee agrees that all service, repair, maintenance and overhauls of the Aircraft or any part thereof undertaken or performed during the Term shall be performed solely by FAA approved maintenance facilities and FAA approved service personnel to the\nextent required by applicable law or regulation. \n\n f. Lessee agrees that the Aircraft will be operated only by a flight crew qualified under\napplicable FAA requirements and having at least the minimum total pilot hours on the aircraft type required by any of the insurance policies described in Section 9 hereof, including annual recurrent full motion based simulator training, and at\nLessee’s sole cost and expense. Lessee shall be solely responsible for the payment of all fuel, lubricants, parts, materials and supplies for the use, operation and maintenance of the Aircraft and Engines.", "source": "agreement_17.md" }, { "id": "321", "text": "g. If Lessor reasonably believes that Lessee may have breached any of its representations, warranties or covenants set forth herein Lessor has the right\n(and may have the obligation under applicable law), with or without notice to Lessee, to (1) notify the appropriate governmental authority (or authorities) and to take such action as such governmental authority (or authorities) may direct;\n(2) segregate assets or any of Lessee’s funds or assets deposited with or otherwise controlled by Lessor; (3) decline any payment (or deposit such payment with an appropriate United States governmental authority or court) or decline\nany prepayment or consent request, and/or declare an Event of Default and immediately accelerate the Lease. Lessee agrees that it shall not assert any claim (and hereby waives any claim that either/both of them may now or hereafter have) against\nLessor or any of its Affiliates or agents for any form of damages as a result of any of the foregoing actions, regardless of whether Lessor’s reasonable belief is ultimately demonstrated to be accurate. \n\n h. Lessee represents, warrants and covenants to and with Lessor that it has taken, and shall continue to take until after the Lease is fully paid, such\nmeasures as are required by law to assure that the funds invested in the Lessee and/or used to make payments on this Lease are derived (a) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United\nStates, do not violate the laws of the jurisdiction in which they originated; and (b) from permissible sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they\noriginated.", "source": "agreement_17.md" }, { "id": "322", "text": "i. Lessee further represents, warrants and covenants to Lessor that to the best of its knowledge after making due inquiry,\nneither Lessee, nor any holder of a direct or indirect interest in Lessee, nor any person providing funds to Lessee (a) is under \n\n\n  \n\n\n20", "source": "agreement_17.md" }, { "id": "323", "text": "investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities,\nany crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (b) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; and (c) has\nhad any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. \n\n **12. Inspection.** Lessor or its\nauthorized representative may, at such time as the Aircraft is in the possession of the Lessee with five (5) days’ prior written notice to Lessee, at any reasonable time or times during business hours, inspect the aircraft and the books\nand records of Lessee. \n\n **13. Identification.** Upon the request of Lessor in writing, Lessee shall, at Lessor’s expense,\nattach to the Aircraft or any part of the Aircraft a notice reasonably satisfactory to Lessor disclosing Lessor’s ownership thereof.", "source": "agreement_17.md" }, { "id": "324", "text": "**14. Certain Transactions.** Lessee will not (a) merge or consolidate with any other corporation, (b) liquidate or dissolve, or (c) sell, transfer or dispose of all of substantially all of its assets, unless, in\nthe case of any transaction described in clause (a), (b) or (c), the entity surviving or resulting from such transaction shall have a tangible net worth equal to or greater than the tangible net worth of Lessee immediately prior to such\ntransaction and shall have assumed or shall otherwise be bound by the obligations of Lessee hereunder. Lessee will not, without thirty (30) days prior written notice to Lessor, change its name or its chief place of business. Lessee agrees to\nnotify Lessor within thirty (30) days of any change in the permanent base of the Aircraft, which shall in any case remain within the United States. \n\n **15. Loss or Damage.** \n\n a. All risk of loss, theft, damage or destruction to the Aircraft or any\npart thereof while the Aircraft is under operational control of Lessee, however incurred or occasioned, shall be borne by Lessee and, unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of this Section 15, Lessee\nshall promptly cause the effected part or parts of the Aircraft to be replaced or restored to the condition and repair required to be maintained by Section 11 hereof. Upon the occurrence of an Event of Loss with respect to an Engine or a Part\nnot resulting in an Event of Loss with respect to the Airframe, Lessee will promptly substitute such Engine or Part with an Engine or part having the equivalent value, utility and economic life.", "source": "agreement_17.md" }, { "id": "325", "text": "b. If an Event of Loss while in Lessee’s operational control with respect to the Aircraft shall occur, at Lessee’s election, Lessee shall\n(i) promptly give Lessor written notice thereof, and Lessee shall pay to Lessor on the Loss Payment Date an amount equal to the sum of (x) the Stipulated Loss Value of the Aircraft computed as of the Rent Payment Date with respect to the\nAircraft on or immediately preceding the Loss Payment Date; and (y) all rent and other amounts due and owing hereunder for the Aircraft on or \n\n\n  \n\n\n21", "source": "agreement_17.md" }, { "id": "326", "text": "prior to the Loss Payment Date or (ii) within sixty (60) days after the occurrence of an Event of Loss give written notice to Lessor of its\nintention to substitute within one hundred twenty (120) days of an occurrence of an Event of Loss an aircraft of identical make and model having the equivalent value, utility and economic life as the Aircraft. In the event Lessee exercises its\noption under clause (i) of this paragraph, upon payment of such amount to Lessor, the Lease of the Aircraft hereunder shall terminate, and Lessor will transfer to Lessee all of Lessor’s right, title and interest in and to the Aircraft on\nan *“as is, where is”* basis, without recourse and without representation or warranty, express or implied, other than a representation and warranty that the Aircraft is free and clear of any Lessor’s Liens.", "source": "agreement_17.md" }, { "id": "327", "text": "c. Any payments received at any time by Lessor or Lessee from any insurer with respect to loss or damage to the Aircraft shall be applied as follows:\n(i) if such payments are received with respect to an Event of Loss they shall be paid to Lessor, but to the extent received by Lessor, (x) they shall reduce or discharge, as the case may be, Lessee’s obligation to pay the amounts due\nto Lessor under Section 15(b) hereof with respect to such Event of Loss, or (y) if the Aircraft is being replaced pursuant to Section 15(b) they shall be paid to Lessee on the consummation of the closing for such replacement; and any\nexcess above Stipulated Loss Value shall be paid to Lessee; or (ii) if such payments are received with respect to any loss of or damage to the Aircraft other than an Event of Loss, such payment shall, unless a Default or an Event of Default\nshall have occurred and be continuing, be applied to the repair of the Aircraft or paid to Lessee forthwith upon completion of such repairs. \n\n If an Event of Default shall have occurred and be continuing, such payments shall be paid to Lessor and applied to any amount due and payable to Lessor hereunder. Both Lessor and Lessee agree to cooperate with each other to ensure that any\npayments from insurers are paid in accordance with this subsection. \n\n **16. General Indemnity.**", "source": "agreement_17.md" }, { "id": "328", "text": "**16. General Indemnity.** \n\n a. (i) Claims Indemnified as between Lessor and Lessee. Subject to the exclusions stated in Section 16(b) below, Lessee assumes liability\nfor, and shall indemnify, protect, save and keep harmless Lessor and its agents, servants, successors and assigns (an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits,\ncosts and expenses, including reasonable legal expense, of whatsoever kind and nature, imposed on, incurred by or asserted against any Indemnitee, in any way relating to or arising out of this Lease or the enforcement hereof, or the manufacture,\nordering, purchase, acceptance, rejection, ownership, possession, use, selection, delivery, lease, operation, condition, sale, return or other disposition of the Aircraft or any part thereof (including, without limitation, latent or other defects,\nwhether or not discoverable by Lessee or any other person, any claim in tort for strict liability and any claim for patent, trademark or copyright infringement); provided, however, that Lessee shall not be required to indemnify any lndemnitee for\nloss or liability arising from acts or events which occur after the Aircraft has been returned to Lessor in accordance with this Lease, or for loss or liability resulting solely from the willful misconduct or gross negligence or sole negligence of\nsuch Indemnitee. The provisions of this Section shall survive the expiration or early termination of this Lease. \n\n  \n\n\n22", "source": "agreement_17.md" }, { "id": "329", "text": "(ii) Claims Indemnified as between Lessor, Leesee and Optional Payor. Lessee and Lessor assume\nliability for, and shall indemnify, protect, save and keep harmless Optional Payor and his agents, servants, executors, administrators, personal representatives, heirs, successors and assigns (an “Indemnitee”) from and against any and all\nliabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable legal expenses, of whatsoever kind and nature, imposed on, incurred by or asserted against any Indemnitee, in any way relating to\nor arising out of, or a consequence of, this Lease or the enforcement hereof, including, without limitation, any rental payment or determination to make any such rental payment made by an Indemnitee, or the manufacture, ordering, purchase,\nacceptance, rejection, ownership, possession, use, selection, delivery, lease, operation, condition, sale, return or other disposition of the Aircraft or any part thereof (including, without limitation, latent or other defects, whether or not\ndiscoverable by Lessee or any other person, any claim in tort for strict liability and any claim for patent, trademark or copyright infringement). The provisions of this Section shall survive the expiration or early termination of this Lease.\n\n\n b. Claims Excluded. Notwithstanding Section 16(a) above, Lessee shall not be obligated to indemnify any Indemnitee for:\n\n\n (i) Any claim that is a tax; \n\n (ii) Any claim to the extent attributable to the gross negligence or willful misconduct of, or the breach of any contractual obligation by, or the falsity or inaccuracy or breach of any representation or warranty by such lndemnitee;", "source": "agreement_17.md" }, { "id": "330", "text": "(iii) Any claims attributable to acts or events occurring after the expiration of the Term unless the Aircraft is not returned in\ncircumstances where Lessee is required by the terms hereof to return the Aircraft, in which case the foregoing exclusions shall apply only to claims attributable to acts or events occurring after any such return; \n\n (iv) Any claims attributable to the voluntary offer, sale or disposition by or on behalf of such Indemnitee of its interest in the Aircraft or any part\nthereof or any security, or except pursuant to this Lease; \n\n (v) Any claims that are ordinary and usual operating or overhead expenses;\n\n\n (vi) Any claims that constitute costs and expenses of any Indemnitee that Lessee is not required to pay pursuant to any other provision\nof this Lease, unless such costs and expenses are indemnified as part of a claim under this indemnity; \n\n  \n\n\n23", "source": "agreement_17.md" }, { "id": "331", "text": "(vii) Any claims for a diminution in value of the Aircraft that results from the existence during the\nTerm of any Lessor’s Lien; \n\n (viii) Any claims attributable to any loan transaction relating to the Aircraft; \n\n (ix) Any claims attributable to the authorization or giving or withholding of consent to, or to the preparation, execution, delivery or filing of, any\nfuture amendments, supplements, waivers, or consents with respect to any of the documents relating to this Lease other than (a) as have been requested by Lessee, (b) as are required or contemplated by (and, if contemplated by, in\ncompliance with) the provisions of this Lease in order to give effect thereto or necessary to accomplish the purposes thereof, (c) as are required by applicable law or (d) after the occurrence of an Event of Default; \n\n (x) Any claim attributable to any “prohibited transaction” within the meaning of Section 4975(c)(i) of the Code; \n\n (xi) Any claim attributable to the bankruptcy or insolvency of any Person other than Lessee; \n\n (xii) Any claim that is a fee or expense of any trustee appointed without the consent of Lessee unless such fee or expense is attributable to an Event\nof Default; or \n\n (xiii) Any claim relating to insurance maintained by or for the benefit of an Indemnitee that Lessee is not required to\nmaintain at its own cost and expense pursuant to Section 9 of this Lease. \n\n (xiv) Any claims that did not arise while Lessee had\noperational control of the Aircraft. \n\n **17. Events of Default.** The following events shall each constitute an event of default\n(herein called “Event of Default”) under this Lease:", "source": "agreement_17.md" }, { "id": "332", "text": "a. Lessee shall fail to make any payment of rent or other amount owing\nhereunder within ten (10) days after the date when due; or \n\n b. Lessee shall fail to maintain the insurance required by Section 9\nhereof or to perform or observe any of the covenants contained in Sections 11 (a), (b) & (c), 14 or 20 hereof; or \n\n  \n\n\n24", "source": "agreement_17.md" }, { "id": "333", "text": "c. Lessee shall fail to perform or observe any other covenant, condition or agreement to be performed or\nobserved by it with respect to this Lease and such failure shall continue unremedied for thirty (30) days after the date on which such performance was due; or \n\n d. Lessee shall fail to maintain the engines in accordance with the engine manufacturers maintenance program and provide monthly reports and proof that the engines have been maintained in accordance with the\nrequirements and recommendations of the engine manufacturer; or \n\n e. Any material representation or warranty made by Lessee herein shall\nprove at any time to have been untrue or misleading in any material respect as of the time when made and such incorrectness shall continue to be material and unremedied for a period of thirty (30) days after written notice thereof by Lessor; or\n\n\n f. The entry of a decree or order for relief by a court having jurisdiction in respect of Lessee, adjudging Lessee a bankrupt or\ninsolvent, or approving as properly filed a petition seeking a reorganization, arrangement, adjustment, or composition of or in respect of Lessee in an involuntary proceeding or case under the federal bankruptcy laws, as now or hereafter constituted\nor any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) of Lessee or of any substantial part of its\nproperty, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) days; or", "source": "agreement_17.md" }, { "id": "334", "text": "g. The institution by Lessee of proceedings to be adjudicated a bankrupt or insolvent, or the consent by Lessee to the institution of bankruptcy or\ninsolvency proceedings against it, or the commencement by Lessee of a voluntary proceeding or case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar\nlaw, or the consent by Lessee to the filing of any such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, of sequestrator (or other similar official of Lessee or of any substantial part\nof Lessee’s property, or the making by Lessee of any assignment for the benefit of creditors or the admission by Lessee of inability to pay debts generally as they become due or willingness to be adjudicated a bankrupt or the failure of Lessee\ngenerally to pay debts as they become due or the taking of corporate action by Lessee in furtherance of any of the foregoing; or \n\n h. Lessee\nshall default under any other agreement providing for the payment of One Hundred Thousand U.S. Dollars ($US 100,000.00) or more of borrowed money and a result thereof the indebtedness thereunder is permitted to be accelerated under such agreement.\n\n\n Provided that, notwithstanding anything to the contrary contained in this Lease any failure of Lessee to perform or observe any covenant,\ncondition, or agreement herein shall not constitute an Event of Default if such failure is caused solely by reason of an event referred to in the definition of Event of Loss so long as Lessee continues to comply with the applicable terms of\nSection 15. \n\n  \n\n\n25", "source": "agreement_17.md" }, { "id": "335", "text": "**18. Remedies.** Subject to applicable local law requirements, upon the occurrence of any\nEvent of Default hereunder and so long as the same shall be continuing, Lessor may, at its option, declare this Lease to be in default, and at any time thereafter so long as the Event of Default shall be continuing, Lessor may terminate this Lease\nand exercise one or more of the following remedies, as Lessor in its sole discretion shall lawfully elect: \n\n a. Demand that Lessee, and\nLessee shall at its expense upon such demand, return the Aircraft promptly to Lessor, in the condition required by Section 6 of this Lease, at such place in the continental United States of America as Lessor shall specify, or Lessor, at its\noption, may enter upon the premises where the Aircraft is located and take immediate possession of the Aircraft and remove the same by summary proceedings or otherwise, all without liability for or by reason of such entry or taking of possession,\nwhether for the restoration of damage to property caused by such taking or otherwise; \n\n b. Sell the Aircraft at public or private sale, with\nor without notice, advertisement or publication, as Lessor may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle the Aircraft as Lessor in its sole discretion may determine, all free and clear of any rights of\nLessee, except that Lessee shall have (i) the right to be notified in advance of any sale and to participate equally with other bidders and (ii) the right to purchase the Aircraft in advance of any such sale for a cash price equal to the\nFair Market Sale Value of the Aircraft or the Stipulated Loss Value of the Aircraft plus any reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the exercise by Lessor of its\nremedies hereunder;", "source": "agreement_17.md" }, { "id": "336", "text": "c. By written notice to Lessee specifying a payment date which shall be not earlier than ten (10) days after the\ndate of such notice, demand that Lessee pay to Lessor, and Lessee shall pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, all accrued and unpaid rent for the Aircraft due\non all Rent Payment Dates up to and including the payment date specified in such notice plus an amount (together with interest on such amount at the Late Charge Rate, from the payment date specified in such notice to the date of actual payment)\nequal to the excess, if any, of the Stipulated Loss Value of the Aircraft as of the payment date specified in such notice over the Fair Market Sale Value of the Aircraft as of such date; \n\n d. Lessor may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the\nterms hereof or to recover damages for the breach hereof or to rescind this Lease. \n\n  \n\n\n26", "source": "agreement_17.md" }, { "id": "337", "text": "In addition, Lessee shall be liable for any and all unpaid rent and other amounts due hereunder before or\nduring the exercise of any of the foregoing remedies and for all reasonable legal fees and other costs and expense incurred by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto, including\nall costs and expenses incurred in connection with the placing of the Aircraft in the condition required by Sections 6(a) and 11 hereof. \n\n No remedy referred to in this Section 18 is intended to be exclusive but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to Lessor at law or in equity; and the exercise or\nbeginning of exercise by Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by Lessor of any or all such other remedies. No express or implied waiver by Lessor of an Event of Default shall in any way be,\nor be construed to be, a waiver of any future or subsequent Event of Default. To the extent permitted by applicable law, Lessee hereby waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, or lease or\notherwise use the Aircraft in mitigation of Lessor’s damages or losses or which may otherwise limit or modify any of Lessor’s rights or remedies under this Lease.", "source": "agreement_17.md" }, { "id": "338", "text": "**19. Lessor’s Right To Perform.** If Lessee fails to make any payment required to be made by it hereunder or fails to perform or comply\nwith any of its other agreements contained herein, Lessor may itself make such payment or perform or comply with such agreement, and the amount of such payment and the amount of reasonable expenses of Lessor incurred in connection with such payment\nor the performance of or compliance with such agreement, as the case may be (together with interest thereon at the Late Charge Rate), shall be deemed to be an addition to the rent payable hereunder, which shall be payable by Lessee on demand.", "source": "agreement_17.md" }, { "id": "339", "text": "**20. Assignment or Sublease.** Lessee shall not attempt to sell, lease, charter, rent, assign or dispose of the Aircraft, or\nany interest herein or therein, or any part thereof, without Lessor’s prior written consent and, in accordance with the Cape Town Convention, without making all filings and registrations with the International Registry deemed necessary or\nadvisable by Lessor to protect its interest herein and in the Aircraft. The Aircraft shall at all times be in the sole possession and control of Lessee and Lessee will not, without the prior written consent of Lessor, assign this Lease or any\ninterest herein or sublease, or otherwise transfer its interest in the Aircraft, provided that Lessee shall remain liable to Lessor under this Lease during any such sublease or transfer. Any sublease shall not relieve Lessee of any of its\nobligations hereunder. In the event that Lessee sublets or attempts to sublet or voluntarily or involuntarily parts with possession of the Aircraft, or attempts to move said Aircraft from the airport where it is required to be kept, except while\nbeing in the ordinary permitted use hereunder, or in any manner violates any of the terms hereof, then in either or any of these events this Lease shall at the option of the Lessor immediately terminate and Lessor shall be entitled to immediate\npossession of the Aircraft. \n\n  \n\n\n27", "source": "agreement_17.md" }, { "id": "340", "text": "Lessee shall warrant and defend title to the Aircraft in favor of Lessor against all claims and demands\nof all other persons claiming any interest therein by, through or under Lessee and shall not create, incur or suffer to exist any Lien or any Irrevocable De-Registration and Export Request Authorization (“IDERA”) with respect to the\nAircraft filed or to be filed with the International Registry, the FAA or elsewhere, other than those in favor of Lessor or Lessor’s lender. \n\n Notwithstanding the foregoing, Lessee shall at any time during the Lease Term be entitled to (i) deliver possession of the Airframe or any Engine or any Part to the manufacturer thereof or to any organization for testing, service,\nrepair, maintenance, overhaul work or other similar purposes or for alterations or modifications or additions required or permitted by the terms of this Lease and (ii) transfer possession of the airframe or any engine to the United States of\nAmerica as required by applicable law. \n\n Lessor may, without the prior consent of Lessee, assign its interest in and to the Aircraft and\nthis Lease to any third party. \n\n **21. Further Assurances; Financial Information.**", "source": "agreement_17.md" }, { "id": "341", "text": "**21. Further Assurances; Financial Information.** \n\n a. Lessee will, at Lessee’s expense, promptly and duly execute and deliver to Lessor such further documents and assurances and take such further\nactions as Lessor may from time to time request for the confirmation of this Lease and in order to more effectively establish and protect the rights, interest and remedies created or intended to be created in favor of Lessor hereunder, including,\nwithout limitation, the execution and filing of Uniform Commercial Code financing statements in the jurisdictions in which Lessee has its corporate headquarters and/or its principal place of business and in which the Aircraft is principally based\nfrom time to time. To the extent permitted by applicable law, Lessee hereby authorizes Lessor to file any such financing statements without the signature of Lessee. Lessee will also provide such information as Lessor may reasonably request from\nLessee to enable Lessor to fulfill all of its tax filing obligations. \n\n b. Lessee will furnish to Lessor not later than one hundred twenty\n(120) days after the end of each fiscal year of Lessee, consolidated balance sheet of Lessee as of the end of such fiscal year, and consolidated statements of income and changes in financial position of Lessee for such fiscal year, all in\nreasonable detail, prepared in accordance with generally accepted accounting principles and reviewed by a certified public accountant. \n\n **22. Notices.** Notices sent by acceptable courier services shall be deemed received when delivered and evidenced by proper receipt. All other notices, demands and other communications hereunder shall be in writing, and shall be\ndeemed to have been given or made when sent by telefacsimile or ten (10) days after deposited in the United States mail, first class postage prepaid, addressed as follows or to such other address as any of the following persons may from time to\ntime designate in writing to the other persons listed below:", "source": "agreement_17.md" }, { "id": "342", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| **Lessor:** |    | Lennar Aircraft I, LLC |\n| |    | c/o Lennar Corporation |\n| |    | 700 NW 107th Avenue |\n| |    | Suite 400 |\n| |    | Miami, FL 33172 |\n| | |\n| **Lessee:** |    | US Home Corporation |\n| |    | c/o Lennar Corporation |\n| |    | 700 NW 107th Avenue |\n| |    | Suite 400 |\n| |    | Miami, FL 33172 |\n\n  \n\n\n28", "source": "agreement_17.md" }, { "id": "343", "text": "**23. Conditions Precedent.** Lessor shall not be obligated to accept and execute this Lease\nand thereby lease the Aircraft to Lessee hereunder unless: \n\n a. Resolution of Lessee. Lessor shall have received a copy of resolutions\nof the Board of Directors of Lessee certified by the Secretary or Assistant Secretary of Lessee as of the date of execution hereof by Lessee or other evidence of corporate authority acceptable to Lessor, authorizing the execution, delivery and\nperformance by Lessee of this Lease. \n\n b. Insurance. Lessor shall have received evidence satisfactory to it as to the due compliance\nby Lessee with the provisions regarding insurance contained in Section 9 hereof. \n\n c. Lessor’s Title. Lessor shall have\nreceived good and marketable title to the Aircraft, free and clear of any Liens and all filings, recordings and other actions that are necessary or desirable in order to establish, protect and preserve Lessor’s title to and ownership of the\nAircraft shall have been duly effected, including, without limitation, the receipt by Lessor of a duly completed, executed and delivered FAA Bill of Sale. In addition, Lessor shall have received evidence satisfactory to it that, immediately prior to\nthe transfer of the title to the Aircraft to Lessor by the seller thereof, such seller has good and marketable title to the Aircraft. The International Interest created hereby in the Aircraft pursuant to the provisions of the Cape Town Convention\nshall be registered with the International Registry, and Lessee hereby consents to such registration and authorizes Lessor to effect all such registrations with the International Registry. No International Interest created in favor of Lessor shall\nbe discharged without the prior written consent of Lessor. \n\n d. Airworthiness Certificate. Lessor shall have received a copy of the\nFAA airworthiness certificate for the Aircraft. \n\n  \n\n\n29", "source": "agreement_17.md" }, { "id": "344", "text": "e. FAA Registration; FAA Filings; International Interest. Lessor shall have received evidence\nsatisfactory to it and its special FAA counsel that the Aircraft is currently properly registered (including, without limitation, a copy of the current Certificate of Aircraft Registration), that a proper Application for Registration for the\nAircraft in Lessor’s name has been submitted to the FAA and that the FAA Bill of Sale covering the Aircraft from the seller thereof to Lessor, and the Lease have been properly filed for record. The International Interest created hereby in the\nAircraft pursuant to the provisions of the Cape Town Convention shall be registered with the International Registry. \n\n f. Representations\nTrue. No Default or Event of Default. All representations and warranties of Lessee contained herein or in any certificate furnished Lessor in connection herewith shall be true and correct on and as of the date of execution hereof by Lessee with\nthe same force and effect as if made on and as of such date; no Event of Default or Default shall be in existence on such date or shall occur as a result of the lease by Lessee of the Aircraft. \n\n g. No Material Adverse Change. In the reasonable judgment of Lessor, there shall have been no material adverse change in the financial condition\nor business of Lessee from December 31 of the year preceding the year of execution of this Lease. \n\n h. Other Documents and\nInformation. Lessor shall have received from Lessee, in form and substance satisfactory to Lessor, such other documents and information, as Lessor shall reasonably request. \n\n i. Legal Matters; Proceedings. All legal matters and all proceedings in connection with the transactions contemplated by this Lease, and all\ndocuments incidental thereto, shall be satisfactory to Lessor’s counsel. \n\n j. Attorney’s Fees. Lessee shall be responsible\nfor all legal costs incurred in completion of this Lease.", "source": "agreement_17.md" }, { "id": "345", "text": "j. Attorney’s Fees. Lessee shall be responsible\nfor all legal costs incurred in completion of this Lease. \n\n k. Records. Lessor shall keep records showing the usage of the Aircraft,\ntotal hours flown per month, all management, maintenance, fixed and variable expenses, taxes, and usage records for each party utilizing the Aircraft for each calendar year for a period of three (3) years following each year, and such records\nshall be made available for inspection and photocopying by Lessee and/or its agents during ordinary business hours in Opa-Locka, Florida. \n\n **24. Miscellaneous.** \n\n a. Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as\nto such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, Lessee hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect. \n\n  \n\n\n30", "source": "agreement_17.md" }, { "id": "346", "text": "b. No terms or provisions of this Lease may be changed, waived, discharged or terminated orally, but only\nby an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. No delay or failure on the part of Lessor to exercise any power or right hereunder shall operate as a waiver\nthereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof, or the exercise of any other power or right. After the occurrence of any Default or Event\nof Default, regardless of Lessor’s knowledge or lack of knowledge thereof at the time of acceptance of any such payment, and shall not constitute a reinstatement of this Lease if this Lease shall have been declared in default by Lessor pursuant\nto Section 18 hereof or otherwise, unless Lessor shall have agreed in writing to reinstate the Lease and to waive the Default or Event of Default. \n\n c. This Lease contains the full, final and exclusive statement of the agreement between Lessor and Lessee relating to the lease of the Aircraft and supercedes all prior and contemporaneous agreements and\nunderstandings, inducements or conditions pertaining thereto, expressed or implied, oral or written, except as contained herein. \n\n d. This\nLease shall constitute an agreement of Lease only, and nothing herein shall be construed as conveying to Lessee any right, title or interest in the Aircraft except as Lessee only. \n\n e. This Lease and the covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lessor and its successors and assigns\nand Lessee and, to the extent permitted by Section 20 hereof, its successors and assigns.", "source": "agreement_17.md" }, { "id": "347", "text": "f. The headings of the Sections are for\nconvenience of reference only, are not a part of this Lease and shall not be deemed to affect the meaning or construction of any of the provisions hereof. \n\n g. This Lease may be executed by the parties hereto on any number of separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one\nand the same instrument. \n\n h. This Lease shall be governed by and construed in accordance with the laws of the State of Florida (excluding\nits choice of law rules, it being the intent of the parties that the laws of Florida or, where applicable, United States Federal Aviation Law apply to this Lease). Any legal action brought to enforce or construe this Agreement shall be brought only\nin state courts located in Miami-Dade County, Florida and Lessor and Lessee hereby agree to the exclusive jurisdiction of such courts and agree that they will not \n\n\n  \n\n\n31", "source": "agreement_17.md" }, { "id": "348", "text": "invoke the doctrine of forum non conveniens or other similar defenses (except that Lessor may seek the replevin in any court in any jurisdiction and Lessee\nmay not interpose a counterclaim therein, but rather, may only assert claims against Lessor in a state court of competent jurisdiction in Miami-Dade County, Florida). \n\n i. LESSOR AND LESSEE IN ANY LITIGATION RELATING TO OR IN CONNECTION WITH THIS LEASE IN WHICH THEY SHALL BE ADVERSE PARTIES WAIVE TRIAL BY JURY. \n\n j. Regardless of place of execution, this Agreement is deemed executed at Lessor’s place of business in Miami-Dade County, Florida. \n\n **25. Truth In Leasing.** \n\n a. THIS\nCERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR THE TWELVE MONTHS PRECEDING EXECUTION HEREOF. \n\n b. LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. \n\n c. LESSEE CERTIFIES THAT DURING THE TERM OF THIS LEASE, LESSEE, AND NOT LESSOR, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER\nTHIS LEASE. LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. \n\n d. 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.", "source": "agreement_17.md" }, { "id": "349", "text": "e. LESSEE AGREES TO KEEP A COPY OF THIS LEASE IN THE AIRCRAFT AT ALL TIMES DURING THE LEASE TERM. \n\n  \n\n\n32", "source": "agreement_17.md" }, { "id": "350", "text": "**IN WITNESS WHEREOF**, Lessor and Lessee have each caused this Aircraft Lease Agreement to be duly\nexecuted as of the day and year first above written. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| **Lessor:** |   | **Lennar Aircraft I, LLC** |\n| | |\n| |   | By: Lennar Corporation, its sole member |\n| | | |\n| |   | By: |   | /s/ Bruce Gross |\n| |   | Name: |   | Bruce Gross |\n| |   | Title: |   | Vice President |\n| | |\n| **Lessee:** |   | **US Home Corporation** |\n| | | |\n| |   | By: |   | /s/ Bruce Gross |\n| |   | Name: |   | Bruce Gross |\n| |   | Title: |   | Vice President |\n| | |\n| |   | **Agreed to and Accepted as Optional Payor for Payment Only under Paragraph 4** |\n| | | |\n| |   | By: |   | /s/ Stuart Miller |\n| |   | |   | Stuart Miller |\n| |   | |   | Chief Executive Officer |\n| |   | |   | Lennar Corporation |\n\n  \n\n\n33", "source": "agreement_17.md" }, { "id": "351", "text": "EX-10.44\n3\nd232355dex1044.htm\nAMENDED AND RESTATED MASTER AIRCRAFT DRY LEASE AGREEMENT\n\nAmended and Restated Master Aircraft Dry Lease Agreement\n**Exhibit 10.44** \n\n **AMENDED AND RESTATED MASTER AIRCRAFT DRY LEASE AGREEMENT** \n\n THIS\nAMENDED AND RESTATED MASTER AIRCRAFT DRY LEASE AGREEMENT (this “**Agreement**”) is made and entered into this the 27th day of February, 2012 between 113CS LLC, a Delaware limited liability company, (“**Lessor**”) and\nBlackstone Management Partners IV, L.L.C., a Delaware limited partnership (“**Lessee**”) (collectively the “**Parties**”). \n\n **W I T N E S S E T H:** \n\n **WHEREAS**, Lessor owns a 2007 Gulfstream\nAerospace model GV-SP (G550), FAA Registration N113CS, as described more fully in Section 1.1 below (the “**Aircraft**”); and \n\n **WHEREAS**, Lessor desires to dry lease the Aircraft to Lessee from time to time on a non-exclusive periodic basis; and Lessee desires to dry lease the Aircraft from Lessor from time to time.\n\n\n **WHEREAS**, Lessor and Lessee entered into Master Aircraft Dry Lease Agreement for the lease, from time to time, of the\nAircraft on August 30, 2011, and now wish to amend and restate that agreement in its entirety with this Agreement. \n\n\n**NOW, THEREFORE**, in consideration of the promises and the mutual covenants and undertakings herein contained, the Parties hereto do\nhereby agree as follows: \n\n **ARTICLE 1: LEASE AND TERM**", "source": "agreement_18.md" }, { "id": "352", "text": "**ARTICLE 1: LEASE AND TERM** \n\n\n1.1. Lease. Lessor hereby agrees to dry lease to Lessee, from time to time, and Lessee hereby agrees to dry lease from Lessor,\nfrom time to time, one (1) 2007 Gulfstream Aerospace model GV-SP (G550) aircraft with U.S. registration mark N113CS (formerly N557GA), and manufacturer’s serial number 5154 (the “**Airframe**”), equipped with two\n(2) Rolls Royce model BR700-710C4-11 engines bearing manufacturer’s serial numbers 15408 and 15409 (the “**Engines**”) and one (1) Honeywell model RE220 auxiliary power unit bearing manufacturer’s serial number P-480\n(the “**APU**”), together with all components, accessions, systems, appliances, parts, instruments, accessories, furnishings, and any manufacturer’s or third-party warranties, any manufacturer service programs in connection with\nthe Aircraft and other equipment installed thereon or attached thereto on the date hereof, all specified avionics, equipment, spare parts and loose equipment and all logs, weight and balance documents, wiring diagrams, manuals and other records and\ndocumentation pertaining to the operation and maintenance of such aircraft in Seller’s possession or under its control (the foregoing, together with the Airframe, Engines and APU, collectively, the “**Aircraft**”) to Lessee\nhereunder. Changes to the U.S. registration mark of the Aircraft shall have no effect on this Agreement. \n\n 1.2. Term and\nRental Periods. The Term of this Agreement (“**Term**”) shall commence upon delivery of the Aircraft from Bombardier Inc., for a period of one (1) year. Thereafter, this", "source": "agreement_18.md" }, { "id": "353", "text": "Agreement shall renew on a month-to-month basis. Either Party may terminate this Agreement at any time upon five (5) days written notice to the other Party. Lessee may dry lease the Aircraft\npursuant to this Agreement for specific periods of time during the Term (“**Rental Periods**”). No Rental Period shall be for more than Thirty (30) days. \n\n **ARTICLE 2: RENTAL AND EXPENSES** \n\n 2.1. Rental Payment. Lessee agrees\nto pay to Lessor an hourly rental fee at a rental rate of Six Thousand Dollars ($6,500.00) per hour of operation during each Rental Period. Such hourly rental fees include delays, detours, cancellations caused by weather, routing, maintenance or\nother similar occurrences during each Rental Period, except that Lessor, at its sole discretion, may reduce the rental fees in the event of such occurrences. In addition, Lessee shall pay for a minimum of two hours of Rental Payment on any day\nduring the Rental Period. \n\n 2.2. Positioning, Repositioning Charges. Lessee shall be responsible for accepting the\nAircraft from Lessor, and returning the Aircraft to Lessor at Waterbury-Oxford Airport (“**Home Base**”), or other airport agreed between the Parties. If Lessee commences or ends its Rental Period at a point other than Home Base, Lessee\nshall, in Lessor’s sole discretion, be assessed an additional charge equivalent to Lessor’s costs in positioning the Aircraft from Home Base to the delivery point, or repositioning the Aircraft back to Home Base from the point of return.", "source": "agreement_18.md" }, { "id": "354", "text": "2.3. Lessee Reimbursement for Incidental Charges. Lessee shall be responsible for all incidental charges for any\nflight during the Rental Period, including but not limited to, hangaring and tie down charges away from the aircraft’s base of operation, landing fees, federal excise taxes, airport taxes or similar charges, customs, immigration or similar\ncharges related to international flight; and (3) any additional insurance premiums required for specific flights during the Rental Period. In the event any such charges are made to Lessor by service providers, Lessee shall promptly reimburse\nLessor for such costs. \n\n 2.4. Lessor Reimbursement for Certain Charges. Lessor has incorporated the cost for maintenance\nand repairs, and fuel costs into the Rental Payment. In the event any charges for fuel or maintenance are paid directly by Lessee, Lessor shall promptly reimburse Lessee for such cost, or deduct as an offset against Rental Payments such costs.\n\n\n 2.5. Invoicing and Payment. Lessor will send Lessee invoices for such payments as are due under this Article for each\nRental Period, using the form attached as Appendix A or other form at Lessor’s discretion. Lessee shall make payment by check or money order payable to “113CS, LLC” payable upon receipt, or shall wire transfer funds to the address\nspecified on the invoice. \n\n 2.6. Calculation of Hours of Operation. For purposes of rental payments, hours of operation\nfor each Rental Period shall be calculated (a) from the time the Aircraft takes off to the time it lands, and (b) hours of operation shall include flights to return the Aircraft to Lessor at the end of Rental Period.", "source": "agreement_18.md" }, { "id": "355", "text": "2.7. Taxes. All payments, including specifically Rental Payments made by Lessee hereunder, shall be made free and clear of, and\nwithout deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions now or hereafter \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 2 OF 11", "source": "agreement_18.md" }, { "id": "356", "text": "imposed by any governmental or taxing authority. Taxes which the Lessee may incur while operating the Aircraft include, but are not limited to: fuel excise taxes, airport taxes, sales and use\ntaxes, over flight fees or taxes, and customs duties, or other foreign taxes relating to international travel. \n\n 2.8.\nProcedure to Request Rental of Aircraft. Lessee shall make requests for rental of the Aircraft to Lessor either orally or in writing. Requests should be made as far in advance as possible before the intended commencement of the Rental Period.\n\n\n 2.9. Availability. Lessor is making the Aircraft available to Lessee for dry lease on an “as available”\nbasis only, and makes no guarantee or warranty with regard to Aircraft availability. Lessor will, in good faith, attempt to make the Aircraft available when it is not otherwise being used by Lessor, another lessee, or is unavailable for maintenance\nor other reasons. \n\n 2.10. Non-availability or Delay Due to Unanticipated Causes. Lessor shall promptly notify Lessee if\nthe Aircraft cannot be delivered for a Rental Period due to an unanticipated delay, such as weather or mechanical related delays. Lessor shall not be responsible for any loss, injury, damage, delay, or cancellation, or any consequential or\nincidental damages or costs incurred by Lessee caused by such delay or cancellation. \n\n **ARTICLE 3: OPERATION OF AIRCRAFT BY\nLESSEE** \n\n 3.1. Operational Control. During each Rental Period, Lessee is and shall be the sole operator of the\nAircraft and has sole operational control of the Aircraft. During each Rental Period, Lessee is responsible for operating the Aircraft in accordance and compliance with all laws, ordinances and regulations relating to the possession, use, operation,\nor maintenance of the Aircraft, including, but not limited to, the FARs.", "source": "agreement_18.md" }, { "id": "357", "text": "3.2. Selection of Flight Crew. Lessee shall\nselect and hire its own flight crew provided that the pilots shall be professionally trained and qualified, shall be familiar with and licensed to operate the Aircraft, and shall have current medical certificates, and recurrent training. \n\n\n3.3. Care and Use. Lessee shall use and operate the Aircraft in a careful and proper manner. Lessee shall operate the Aircraft in\naccordance with the flight manual and all manufacturer’s suggested operating procedures. Lessee shall not operate, use, or maintain the Aircraft in violation of any airworthiness certificate, license, or registration relating to the Aircraft,\nor contrary to any law or regulation. \n\n 3.4. Limits of Operations. Lessee expressly warrants and agrees that it shall\nnot operate the Aircraft outside the geographic limits set forth in the Insurance Policies, or otherwise operate the Aircraft in a way that would violate or compromise the Insurance Policies. Lessee shall use the Aircraft only for and on account of\nits business, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire (except in accordance with the provisions of FAR 91.501), or for any illegal purpose. \n\n\n3.5. Documentation. Lessee shall complete required flight logs, maintenance logs, or other recording entries required by the FARs\nduring any Rental Period. \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 3 OF 11", "source": "agreement_18.md" }, { "id": "358", "text": "3.6. Maintenance and Repair. Lessor, at its own cost and expense, will promptly\nrepair or replace all parts, appliances, components, instruments, accessories, and furnishings that are installed in or attached to the Aircraft (herein called “**Parts**”) that may from time to time become worn out, lost, stolen,\ndestroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use for any reason whatsoever during a Rental Period. Further, Lessor shall reimburse Lessee for any mechanics liens or other costs incurred by Lessee\nassociated with non-routine repairs or maintenance made during a Rental Period, provided that: (1) such repairs shall be made by an FAA approved repair facility; and (2) Lessor shall approve in advance such repairs or maintenance. Lessee\ncovenants to repair any damage beyond ordinary wear and tear caused by Lessee’s use of the Aircraft. \n\n 3.7. Right to\nInspect. Lessor and its authorized representatives shall, at all reasonable times, have the right to enter the premises where the Aircraft may be located for the purpose of inspecting and examining the Aircraft, its condition, use and operation,\nand the books and records of Lessee relating thereto to ensure Lessee’s compliance with its obligations under this Lease. Notwithstanding the foregoing rights, Lessor has no duty to inspect and shall not incur any liability or obligation by\nreason of not making any such inspection. \n\n **ARTICLE 4: INSURANCE AND LIABILITY**", "source": "agreement_18.md" }, { "id": "359", "text": "**ARTICLE 4: INSURANCE AND LIABILITY** \n\n\n4.1. Primary Liability and Property Damage Insurance. Lessor shall maintain in effect, at its own expense, third party Aircraft\nliability insurance, passenger legal liability insurance, and property damage liability insurance during the Term in such amounts as are customary for similarly situated aircraft. Each liability policy shall be primary without right of contribution\nfrom any other insurance that is carried by Lessee, and expressly provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. \n\n\n4.2. Insurance Against Physical Damage. Lessor shall maintain in effect, at its own expense, all-risk ground and flight Aircraft\nhull insurance covering the Aircraft. Any such insurance shall be during the Term for an amount customary for a similar aircraft. \n\n 4.3. Lessee As Named Insured. All Insurance Policies carried by Lessor in accordance with this Article shall name Lessee as a named insured. \n\n\n4.4. Deductible. Any Insurance Policy carried by Lessor in accordance with this Article may be subject to a deductible amount\nwhich is customary under policies insuring similar aircraft similarly situated. Lessor warrants and agrees that in the event of an insurable claim, Lessor will bear the costs up the deductible amount. \n\n\n4.5. Additional Insurance for Lessee. Lessee may, at its discretion, obtain additional insurance covering its operation of the\nAircraft. \n\n 4.6. Certificate of Insurance. Upon request, Lessor shall deliver to Lessee a certificate of insurance\nevidencing the insurance required to be maintained by Lessor under this Article. \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 4 OF 11", "source": "agreement_18.md" }, { "id": "360", "text": "4.7. Mutual Waiver of Liability Claims. Except as specifically set forth in this\nAgreement, Lessor and Lessee (the “**Parties**”) each hereby agree that each shall hold harmless the other Party, and the other Party’s respective officers, directors, agents, employees, servants, attorneys, insurers, coinsurers,\nreinsurers, indemnitors, parents, subsidiaries, affiliates, predecessors, successors, and assigns from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable\nlegal fees and expenses, of whatsoever kind and nature including, without limitation, personal injury or death (“**Liabilities**”), that could be asserted by that Party against the other Party directly or indirectly (including but not\nlimited to claims raised against that Party by any third-party, employee, agent, or other person or entity not a party to the Agreement) arising out of the lease, sublease, possession, rental, use, condition, operation, transportation, return,\nstorage or disposition of the Aircraft or any part thereof (including, without limitation, Liabilities in any way relating to or arising out of latent or other defects, whether or not discoverable by a Party or any other person, injury to persons or\nproperty, or strict liability in tort), provided, however, that neither Party shall be required to hold harmless the other Party for Liabilities resulting from the gross negligence or willful misconduct of the other Party. \n\n\n**ARTICLE 5: WARRANTIES AND DISCLAIMERS**", "source": "agreement_18.md" }, { "id": "361", "text": "**ARTICLE 5: WARRANTIES AND DISCLAIMERS** \n\n 5.1. Lessor’s Warranty. Lessor warrants that (1) the Aircraft shall be delivered to Lessee in airworthy condition; (2) the Aircraft is properly registered in accordance with U.S.\nlaw; and (3) Lessor is a citizen of the United States of America as set forth in Section 40102(16) of the Transportation Laws and the regulations thereunder. \n\n 5.2. Lessor’s Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS, AND LESSEE EXPRESSLY\nWAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, WORKMANSHIP, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER\nOR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT\nTO THE AIRCRAFT OR ANY PART THEREOF. \n\n 5.3. Lessee’s Representation Regarding Selection. Lessee represents and\nwarrants that: (1) it has selected the Aircraft based on its own judgment and disclaims any reliance upon statements or representations not part of this Agreement; and (2) that the Aircraft is of a size, design and capacity selected by\nLessee and is suitable for Lessee’s intended use.", "source": "agreement_18.md" }, { "id": "362", "text": "5.4. Lessee Warranty Regarding Operation. Lessee represents and\nwarrants that it shall only operate the Aircraft under the terms, conditions, and restrictions, as set forth in this Agreement. \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 5 OF 11", "source": "agreement_18.md" }, { "id": "363", "text": "**ARTICLE 6: MISCELLANEOUS** \n\n\n6.1. Title. Title to the Aircraft shall remain vested in Lessor during the Lease Term and the Aircraft shall be registered at the\nFAA in the name of Lessor. Lessee shall have no right, title or interest in or to the Aircraft except as expressly provided herein and shall take no action that would impair the continued registration of the Aircraft at the FAA in the name of\nLessor. Lessee shall not file or record this Agreement with the FAA. Lessee shall do or cause to be done any and all acts and things which may be required to perfect and preserve the interest and title of Lessor to the Aircraft within any\njurisdiction in which Lessee may operate the Aircraft, and Lessee shall also do or cause to be done any and all acts and things which may be required under the terms of any other agreement, treaty, convention, pact or by any practice, customs or\nunderstanding involving any country or state in which Lessee may operate, as may be necessary or helpful, or as Lessor may reasonably request, to perfect and preserve the rights of Lessor within the jurisdiction of any such country or state.", "source": "agreement_18.md" }, { "id": "364", "text": "6.2. Liens. Except as provided herein, Lessee will not directly or indirectly create, incur, assume or suffer to exist\nany liens on or with respect to (1) the Aircraft or any part thereof; (2) Lessor’s title thereto; or (3) any interest of Lessor therein. Lessee will promptly, at its own expense, take such action as may be necessary to discharge\nany such lien. Lessee may incur the following liens: (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens created by Lessor; (iii) liens for taxes either not yet due or being contested by Lessee in good faith;\nand (iv) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like liens arising in the ordinary course of business of Lessee, or Parties acting on behalf of Lessee insofar as such actions\nrelate to the Aircraft and are not inconsistent with this Agreement, not delinquent, and for the payment of which adequate reserves have been provided. \n\n 6.3. Defaults.", "source": "agreement_18.md" }, { "id": "365", "text": "6.3. Defaults. \n\n (a) Each of the following events shall constitute an\n“Event of Default” hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or\norder of any court or any order, rule or regulation of any administrative or governmental body): (1) if Lessee shall fail to pay when due any sum under this Agreement and such failure shall continue for a period of three business days after\noral, facsimile, or written notice has been given by Lessor to Lessee; (2) if Lessee shall fail to perform any covenant or agreement contained herein, and such failure shall continue for a period of fifteen (15) days after notice thereof\nshall have been given in writing; (3) if any representation or warranty made by Lessee in this Agreement or any agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any material\nrespect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or order of any governmental authority having jurisdiction thereof or shall operate the Aircraft when the insurance required hereunder shall\nnot be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or liquidation law or statute of any jurisdiction; or (6) if any such proceedings shall be\ninstituted against either Party and shall not be withdrawn or terminated within thirty (30) days after their commencement. \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 6 OF 11", "source": "agreement_18.md" }, { "id": "366", "text": "(b) Upon the occurrence of any Event of Default Lessor may, at its option, exercise any or\nall remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all\nrights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense\npromptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same\nby summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a\npeaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance\nand acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default.", "source": "agreement_18.md" }, { "id": "367", "text": "(c) Lessee shall be\nliable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred\nto herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default, Event of Default\nor right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or\nsubsequent default or Event of Default. The failure or delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and\nany single or partial exercise of any particular right by Lessor shall not exhaust the same or constitute a waiver of any other right provided herein. \n\n 6.4 Successors and Assigns. This Agreement shall be binding upon Lessor, Lessee, and their respective successors and assigns, except that Lessee may not assign or transfer any of its rights\nhereunder except with the prior written consent of Lessor. Subject to the foregoing, this Lease shall inure to the benefit of Lessor and Lessee and their respective successors and assigns.", "source": "agreement_18.md" }, { "id": "368", "text": "6.5. Notices. All notices and other communications under this Agreement shall be in writing and shall be given (and shall be\ndeemed to have been duly given upon receipt or refusal to accept receipt) by delivery in person, by facsimile (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight\ncourier service, addressed as follows: \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| If to Lessor: |    | 113CS LLC |\n| |    | 288 Christian Street, Suite 10 |\n| |    | Oxford, Connecticut, 06478 |\n| |    | Attn: Alex Tsungu |\n| |    | Telephone: (203) 267-1045 |\n| |    | Facsimile: (203) 267-1406 |\n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 7 OF 11", "source": "agreement_18.md" }, { "id": "369", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| If to Lessee: |    | Blackstone Management Partners IV, L.L.C. |\n| |    | 345 Park Avenue |\n| |    | New York, NY 10154 |\n| |    | Attn: John A. Magliano |\n| |    | Telephone: (212) 583-5794 |\n| |    | Facsimile: (212) 583-5692 |\n\n or at such other address as either Party may designate in writing. Any notice hereunder shall be effective upon delivery.\n\n\n 6.6. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the\nagreement between the Parties pertaining to the subject matter of this agreement and supersede all prior and contemporaneous understandings of the Parties. \n\n 6.7. Severability. If any provision of this Agreement is found to be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of\nsuch prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the\nextent permitted by applicable law, each Party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. \n\n 6.8. Amendments and Modifications. The terms of this Agreement shall not be waived, varied, contradicted, explained, amended or changed in any other manner except by an instrument in writing,\nexecuted by both Parties.", "source": "agreement_18.md" }, { "id": "370", "text": "6.9. Choice of Law. This Agreement shall in all respects be governed by, and construed in\naccordance with, the laws of the State of New York (disregarding any Conflict of Laws rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity, and performance. \n\n\n6.10. Force Majeure. No Party shall be liable for any failure to perform its obligations in connection with any action described\nin this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such Party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding\nfailure caused by a Party’s financial condition or negligence). \n\n 6.11. Execution. This Lease may be executed in\nany number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. \n\n **ARTICLE 7: TRUTH IN LEASING** \n\n 7.1. Representation Regarding\nMaintenance. THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED SINCE NEW UNDER FEDERAL AVIATION \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 8 OF 11", "source": "agreement_18.md" }, { "id": "371", "text": "REGULATION PART 91 (AND WILL BE MAINTAINED UNDER PART 135 UPON COMPLETION OF CONFORMITY INSPECTION). LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT COMPLIES WITH THE MAINTENANCE AND INSPECTION\nREQUIREMENTS CONTAINED IN THE ABOVE LISTED FEDERAL AVIATION REGULATION FOR LESSEE’S USE OF THE AIRCRAFT UNDER THIS LEASE. \n\n\n7.2. Representation Regarding Operational Control. LESSEE, WHOSE NAME AND ADDRESS APPEAR HEREIN, IS RESPONSIBLE FOR OPERATIONAL\nCONTROL OF THE AIRCRAFT UNDER THE LEASE. LESSEE HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE FEDERAL AVIATION REGULATIONS APPLICABLE TO THE AIRCRAFT. \n\n\n7.3. Information from FAA. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONS CONTROL AND PERTINENT FEDERAL\nAVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE. \n\n 7.4. FAA Notification: in accordance with FAR 91.23. The Parties shall take the following actions upon execution of this Agreement: (a) a copy of this Agreement shall be placed aboard the\nAircraft; (b) a copy of this agreement will be mailed to the FAA Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, OK 73125 within 24 hours of execution; and (c) the FAA will be notified at least 48 hours\nprior to the first flight of any aircraft under this Agreement. \n\n *(Signature page follows)*", "source": "agreement_18.md" }, { "id": "372", "text": "*(Signature page follows)* \n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 9 OF 11", "source": "agreement_18.md" }, { "id": "373", "text": "IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their\nnames and on their behalf by their duly authorized officers, effective as of the date first written above. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |   | **113CS LLC** |\n| |   | As Lessor |\n| | | |\n| |   | By: |   | /s/ John A. Magliano |\n| |   | Name: |   | John A. Magliano |\n| |   | Title: |   | Vice President |\n| | |\n| |   | **Blackstone Management Partners IV, L.L.C.** |\n| |   | As Lessee |\n| | | |\n| |   | By: |   | /s/ John A. Magliano |\n| |   | Name: |   | John A. Magliano |\n| |   | Title: |   | Managing Director -Taxes |\n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 10 OF 11", "source": "agreement_18.md" }, { "id": "374", "text": "**APPENDIX A** \n\n **113CS LLC** \n\n **INVOICE** \n\n\n \n\n\n\n\n| | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | |\n| To |    |   |    | |    | |    | |    | |\n| |    |   |    | |    | |    | |    | |\n| |    |   |    | |    | |    | |    | |\n| |    | |    | |    | |    | |    | Date:                  |\n\n Payable: Payable upon receipt \n\n\nRef Contract: Amended and Restated Master Aircraft Dry Lease Agreement between 113CS LLC and Blackstone\nManagement Partners IV, L.L.C. (“Lease”) dated Feb. 13, 2012. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| Rental Period: |    |                  to\n                 |    | |", "source": "agreement_18.md" }, { "id": "375", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| **Description** |   | **Amount** |\n| | |\n| 1. Rental Payment |   | $                     |\n| Rental Fee ($6,500 per flight hour of operation x\n            hours) |   | |\n| | |\n| 2. Other Costs: (see paragraph 2.3 of Lease) |   | $                     |\n\n  \n\n\n\n\n| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | |\n| Description |    | Cost |    |   |\n|   |    | |\n|   |    | |\n|   |    | |\n|   |    | |\n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| **TOTAL THIS INVOICE** |    | **$**                     |\n\n\n \n\n\nBLACKSTONE DRY LEASE - PAGE 11 OF 11", "source": "agreement_18.md" }, { "id": "376", "text": "EX-10.2\n2\nh32008exv10w2.htm\nFORM OF AIRCRAFT LEASE AGREEMENT\n\nexv10w2", "source": "agreement_19.md" }, { "id": "377", "text": "**Exhibit 10.2**\n\n**FORM\nOF AIRCRAFT LEASE AGREEMENT (SN [See Schedule I])** \n\ndated as of December **\\_\\_\\_\\_\\_\\_\\_****, 2005**(**“Agreement”**)\n\nThis Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter\nreferred to as the **“Lease”**) is between **CFS Air, LLC**, with an office at **44 Old Ridgebury Road,\nDanbury, CT 06810** (together with its successors and assigns, if\nany **“Lessor”**) and **Air Logistics,\nL.L.C.**, a limited liability company organized and existing under the laws of the State of Louisiana\nwith its mailing address and chief place of business at **4605 Industrial Drive, New Iberia, LA 70560**\n(hereinafter called **“Lessee”**).\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **1.** | | **LEASING:** |\n\n\n\n     (a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and\nLessee agrees to lease from Lessor, the aircraft, including the airframe, engines and all\nappurtenant equipment and property (together hereinafter the **“Aircraft”**) described in Annex A.", "source": "agreement_19.md" }, { "id": "378", "text": "(b) Lessor shall purchase the Aircraft from Lessee and lease it to Lessee if on or before the\nLast Delivery Date (specified in Annex B) Lessor receives each of the following documents in form\nand substance satisfactory to Lessor: (i) a copy of this Lease executed by Lessee, (ii) a Bill of\nSale from Lessee to Lessor in the form of Annex C; (iii) copies of insurance policies or, at\nLessor’s option, such other evidence of insurance which complies with the requirements of Section\n10, (iv) evidence of an N number for the Aircraft; (v) evidence that the Aircraft has been duly\ncertified as to type and airworthiness by the Federal Aviation Administration (**“FAA”**); (vi)\nevidence that Lessor’s designated FAA escrow agent (which may be FAA counsel) has received in\nescrow the executed bill(s) of sale (which shall include, without limitation, a standard form FAA\nBill of Sale) and AC Form 8050-1 Aircraft Registration Form (except for the pink copy which shall\nbe available to be placed on the Aircraft upon acceptance thereof), and an executed duplicate of\nthis Lease all in proper form for filing with the FAA; (vii) resolution of Lessee authorizing this\nLease in the form of Annex D; (viii) a completed inspection and/or survey with respect to the\nAircraft in accordance with the requirements set forth in the Certificate of Acceptance; (ix) an\nAdditional Collateral Agreement executed by Lessee in a form and substance satisfactory to Lessor;\nand (x) a Corporate Guaranty agreement executed by Offshore Logistics, Inc. (the “Guarantor”) in a", "source": "agreement_19.md" }, { "id": "379", "text": "and (x) a Corporate Guaranty agreement executed by Offshore Logistics, Inc. (the “Guarantor”) in a\nform and substance satisfactory to Lessor (the “Guaranty”). Lessor’s obligation to lease the\nAircraft hereunder is further conditioned upon (1) the cost to Lessor of the acquisition of the\nAircraft not exceeding the Capitalized Lessor’s Cost stated on Annex A; (2) upon delivery of the\nAircraft, Lessee’s execution and delivery to Lessor of a Certificate of Acceptance in the form of\nAnnex E; and (3) filing of all necessary documents with, and the acceptance thereof by, the FAA.", "source": "agreement_19.md" }, { "id": "380", "text": "(c) Lessor hereby appoints Lessee its agent for inspection and acceptance of the Aircraft from\nthe Supplier. Once the Certificate of Acceptance has been signed, Lessee may not cancel this Lease\nother than in accordance with its express terms.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **2.** | | **TERM, RENT AND PAYMENT:** |\n\n\n\n     (a) The rent (**“Rent”**) payable for the Aircraft and Lessee’s right to use the Aircraft begins\non the date of the Certificate of Acceptance (**“Commencement Date”**). The term (**“Term”**) of this\nLease shall commence on the Commencement Date and shall continue, unless earlier terminated\npursuant to the provisions of this Lease, until and including the Expiration Date stated in Annex\nB. If any Term is extended or renewed, the word **“Term”** shall be deemed to refer to all extended or\nrenewal Terms, and all provisions of this Lease shall apply during any such extension or renewal\nTerms, except as may be otherwise specifically provided in writing.", "source": "agreement_19.md" }, { "id": "381", "text": "(b) Lessee shall pay rent to Lessor at its address stated above, except as otherwise directed\nby Lessor. Rent payments shall be in the amount, payable at such intervals and due in accordance\nwith the provisions of Annex B. (Each payment of Rent is hereinafter referred to as a **“Rent\nPayment”**). If any Interim Rent (as defined in Annex B) or Advance Rent (as defined in Annex B) is\npayable, such Interim Rent and/or Advance Rent shall be set forth on Annex B and due in accordance\nwith the provisions of Annex B, and when received by Lessor, such Interim Rent shall be applied to\nthe Rent Payment due for the Interim Period as set forth on Annex B and such Advance Rent shall be\napplied to the first Basic Term for Rent Payment as set forth on Annex B and any balance, if any,\nshall be applied to the next scheduled Rent Payment. In no event shall any Advance Rent, Interim\nRent or any other Rent Payment be refunded to Lessee. If Lessor does not receive from Lessee\npayment in full of any Rent Payment or other payment due hereunder on or prior to the due date\nthereof, then Lessee shall pay to Lessor a late fee equal to 3% of the amount due but not received\nwithin 10 days after the due date therefor, in addition to, the unpaid amount of such Rent Payment,\nbut not exceeding the lawful maximum, if any. Such late fee will be immediately due and payable\nand is in addition to any other costs, fees and expenses Lessee may owe as a result of such late\npayment.", "source": "agreement_19.md" }, { "id": "382", "text": "| | | |\n| --- | --- | --- |\n| **3.** | | **RENT ADJUSTMENT:** |", "source": "agreement_19.md" }, { "id": "383", "text": "(a) If, solely as a result of Congressional enactment of any law (including, without\nlimitation, any modification of, or amendment or addition to, the Internal Revenue Code of 1986, as\namended, (**“Code”**)), the maximum effective corporate income tax rate (exclusive of any minimum tax\nrate) for calendar-year taxpayers (**“Effective Rate”**) is higher than thirty-five percent (35%) for\nany year during the Term of this Lease, then Lessor shall have the right to increase such rent\npayments by requiring payment of a single additional sum. The additional sum shall be equal to the\nproduct of (i) the Effective Rate (expressed as a decimal) for such year less .35 (or, in the event\nthat any adjustment has been made hereunder for any previous year, the Effective Rate (expressed as\na decimal) used in calculating the next previous adjustment) times (ii) the adjusted Termination\nValue (defined below) divided by (iii) the difference between the new Effective Rate (expressed as\na decimal) and one (1). The adjusted Termination Value shall be the Termination Value (calculated\nas of the first rental due in the year for which such adjustment is being made) minus the Tax\nBenefits that would be allowable under Section 168 of the Code (as of the first day of the year for\nwhich such adjustment is being made and all future years of the lease term). The Termination\nValues are defined on Annex F and the Tax Benefits are defined on Annex B. Lessee shall pay to\nLessor the full amount of the additional rent payment on the later of (i) receipt of notice or (ii)\nthe first day of the year for which such adjustment is being made.", "source": "agreement_19.md" }, { "id": "384", "text": "(b) Lessee’s obligations under this Section 3 accruing prior to the expiration or termination\nof this Lease shall survive any expiration or termination of this Agreement.", "source": "agreement_19.md" }, { "id": "385", "text": "**4. TAXES AND FEES:** If permitted by law, Lessee shall report and pay promptly all taxes, fees and\nassessments due, imposed, assessed or levied against the Aircraft or any part thereof or any engine\nthereof (or purchase, disposition, ownership, delivery, leasing, possession, use or operation\nthereof), this Agreement (or any rents or receipts hereunder), any Schedule, Lessor or Lessee, by\nany domestic or foreign governmental entity or taxing authority during or related to the term of\nthis Agreement, including, without limitation, all license and registration fees, and all sales,\nuse, personal property, excise, gross receipts, franchise, stamp, value added, custom duties,\nlanding fees, airport charges, navigation service charges, route navigation charges or other taxes,\nimposts, duties and charges, together with any penalties, fines or interest thereon (collectively\n**“Taxes”**). Lessee shall have no liability for Taxes imposed by the United States of America or any\nstate or political subdivision thereof which are on or measured by the net income of Lessor except\nas provided in Sections 3 and 14(c) (**“Income Taxes”**). Lessee shall promptly reimburse (on an after\ntax basis) Lessor for any Taxes charged to or assessed against Lessor other than Income Taxes\nexcept as provided in Sections 3 and 14(c). Lessee shall show Lessor as the owner of the Aircraft\non all tax reports or returns, and send Lessor a copy of each report or return and evidence of\nLessees payment of Taxes upon request*.* All of Lessor’s rights, privileges and indemnities\ncontained in this Section 4 shall survive the expiration or other termination of this Lease. The\nrights, privileges and indemnities contained herein are expressly made for the benefit of, and\nshall be enforceable by Lessor, its successors and assigns.", "source": "agreement_19.md" }, { "id": "386", "text": "**5. REPORTS:** Lessee will provide Lessor with the following in writing within the time periods\nspecified: (a) notice of any tax or other lien which attaches to the Aircraft and the full\nparticulars of the tax or lien, within thirty (30) days after Lessee becomes aware of the tax or\nlien, (b) Guarantor’s complete financial statements, certified by a recognized firm of certified\npublic accountants, within ninety (90) days of the close of each fiscal year of Guarantor, and any\nfurther financial information or reports, upon reasonable request (it being understood that so long\nas Guarantor continues to report its financial statements in SEC form 10-K, and such 10-K remains\npublicly available, Guarantor shall have no further obligation to deliver annual financial\nstatements); (c) notice to Lessor of the Aircraft’s location, and the location of all information,\nlogs, documents and records relating to the Aircraft and its use, maintenance and/or condition,\nimmediately upon reasonable request; (d) notice to Lessor of the relocation of the Aircraft’s\nprimary hangar location, as soon as practicable upon intent by Lessee to so relocate and in any\nevent at least simultaneously with any relocation; (e) notice of loss or damage to the Aircraft\nwhich would cost more than the lesser of (i) ten percent (10%) of the original Capitalized Lessor’s\nCost or (ii) two hundred fifty thousand Dollars ($250,000.00) to repair or replace, within ten (10)\ndays of such loss or damage; (f) notice of any accident involving the Aircraft causing personal\ninjury or property damage, within the earlier of twenty (20) days of such accident or when required", "source": "agreement_19.md" }, { "id": "387", "text": "injury or property damage, within the earlier of twenty (20) days of such accident or when required\nto be reported to the FAA; (g) copies of the insurance policies or other evidence of insurance\nrequired by the terms hereof, promptly upon request by Lessor; (h) copies of all information, logs,\ndocuments and records relating to the Aircraft and its use, maintenance and/or condition, required\nto be reported to the FAA or reasonably requested by Lessor; (i) such information as may be\nrequired to enable Lessor to file any reports required by any governmental authority as a result of\nLessor’s ownership of the Aircraft, promptly upon request of Lessor; (j) copies of any\nmanufacturer’s maintenance service program contract for the airframe or engines, promptly upon\nrequest by Lessor; (k) evidence of Lessee’s compliance with FAA airworthiness directives and\nadvisory circulars and of compliance with other maintenance provisions of Section 7 hereof and the\nreturn provisions of Section 11, promptly upon request of Lessor; and (l) notice of any change", "source": "agreement_19.md" }, { "id": "388", "text": "in Lessee’s state of incorporation or organization, within thirty (30) days of such change and (m)\nsuch other reports or information as Lessor may reasonably request.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **6.** | | **DELIVERY, REGISTRATION, USE AND OPERATION:** |\n\n\n\n     (a) The Aircraft shall be delivered directly from the Supplier to Lessee unless the Aircraft\nis being leased pursuant to a sale leaseback transaction in which case Lessee acknowledges that it\nis in possession of the Aircraft as of the Commencement Date.\n\n     (b) Lessee, at its own cost and expense, shall cause the Aircraft to be duly registered in the\nname of Lessor under the Title 49, Subtitle VII of the United States Code, as amended (the **“FAA\nAct”**), and shall not register the Aircraft under the laws of any other country.", "source": "agreement_19.md" }, { "id": "389", "text": "(c) The possession, use and operation of the Aircraft shall be at the sole risk and expense of\nLessee. Lessee acknowledges that it accepts full “operational control” of the Aircraft (as defined\nin the Federal Aviation Regulations (**“FAR”**). Lessee agrees that the Aircraft will be used and\noperated: (i) in compliance with any and all statutes, laws, ordinances, regulations and standards\nor directives issued by any governmental agency applicable to the use or operation thereof; (ii) in\ncompliance with any airworthiness certificate, license or registration relating to the Aircraft\nissued by any agency; (iii) in compliance with all safety and security directives of the FAA and\nsimilar government regulations relating to aircraft security; and (iv) in a manner that does not\nmodify or impair any existing warranties on the Aircraft or any part thereof. Lessee will operate\nthe Aircraft predominantly in the conduct of its business and will not use or operate, or permit\nthe Aircraft to be used or operated, (aa) in violation of any United States export control law,\n(bb) in a manner wherein the predominant use during any twelve month period is for a purpose other\nthan transportation for Lessee, its affiliates or its customers, or in a manner, for any time\nperiod, such that Lessor or a third party shall be deemed to have “operational control” of the\nAircraft (except as otherwise expressly permitted hereunder), or (cc) for the transport of mail or\ncontraband. The Aircraft will, at all times be operated by duly qualified pilots holding at least\na valid pilot certificate for aircraft having the same weight as the Aircraft and instrument rating\nand any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose\nof flight, condition of flight or as otherwise required by the FAR. Every pilot of the Aircraft", "source": "agreement_19.md" }, { "id": "390", "text": "of flight, condition of flight or as otherwise required by the FAR. Every pilot of the Aircraft\nshall be employed and/or paid and contracted for by Lessee or its affiliates (except for any FAA\npilot who operates the Aircraft as part of an FAA inspection or to certify an airman), shall meet\nall recency of flight requirements and shall meet the requirements established and specified by the\ninsurance policies required under this Lease and the FAA. The primary hangar location of the\nAircraft shall be as stated in Annex B (subject to Section 5(d)). Lessee shall not relocate the\nprimary hangar location to a hangar location outside the United States. Lessor may examine and\ninspect the Aircraft, wherever located, on land and in flight, after giving Lessee reasonable prior\nnotice.", "source": "agreement_19.md" }, { "id": "391", "text": "(d) AT ALL TIMES DURING THE TERM OF THE LEASE, THE AIRCRAFT WILL BE LOCATED AND USED SOLELY\nWITHIN THE CONTINENT OF NORTH AMERICA (INCLUDING MEXICO) AND THE CARIBBEAN (INCLUDING TRINIDAD)\nWITH THE EXCEPTION OF CUBA. NOTWITHSTANDING THE FOREGOING, AT ALL TIMES DURING THE TERM OF THE\nLEASE, LESSEE AGREES NOT TO OPERATE OR LOCATE THE AIRCRAFT, OR ALLOW THE AIRCRAFT TO BE OPERATED\nOR LOCATED IN OR OVER (i) ANY COUNTRY OR JURISDICTION THAT DOES NOT MAINTAIN FULL DIPLOMATIC\nRELATIONS WITH THE UNITED STATES, (ii) ANY AREA OF HOSTILITIES, (iii) ANY GEOGRAPHIC AREA WHICH IS\nNOT COVERED BY THE INSURANCE POLICIES REQUIRED BY THIS LEASE, OR (iv) ANY JURISDICTION OR NATION\nWHEREIN THE OPERATION OR LOCATION THEREOF WOULD VIOLATE ANY APPLICABLE LAW, REGULATION, OR\nRESTRICTION, INCLUDING, BUT NOT LIMITED TO, THE U.S. EXPORT ADMINISTRATION REGULATIONS AND THE U.S.\nINTERNATIONAL TRAFFIC IN ARMS REGULATIONS. LESSEE ALSO AGREES TO PROHIBIT ANY NATIONAL OF SUCH\nRESTRICTED NATIONS FROM OPERATING THE AIRCRAFT.\n\n     (e) The engines set forth on Annex A shall be used only on the airframe described in Annex A\nand shall only be removed for maintenance in accordance with the provisions of this Lease, except\nas otherwise expressly permitted herein.", "source": "agreement_19.md" }, { "id": "392", "text": "(f) Lessor shall not disturb Lessee’s quiet enjoyment of the Aircraft during the Term of this\nLease unless an Event of Default has occurred and is continuing under this Lease. Lessor shall not\ncreate or permit to exist any lien, encumbrance or defect of title on the Aircraft other than this\nLease or other liens in favor of Lessor.\n\n     (g) At all times prior to the termination or expiration of this Lease in accordance with its\nterms, Lessee expressly assumes sole and exclusive responsibility for the determination and\nimplementation of all security measures and systems necessary or appropriate for the proper\nprotection of the Aircraft (whether on the ground or in flight) against theft, vandalism,\nhijacking, destruction, bombing, terrorism or similar acts directly or indirectly affecting the\nAircraft, any part thereof, or any persons who (whether or not on board the Aircraft) may sustain\nany injury or damage as a result of any such acts. Lessee expressly acknowledges that Lessee’s\nimplementation of such security measures and systems is a", "source": "agreement_19.md" }, { "id": "393", "text": "material obligation of Lessee under this Lease, and that Lessor shall have absolutely no\nresponsibility therefor. Lessee shall provide Lessor with such evidence as is reasonably requested\nby Lessor regarding Lessee’s compliance with its obligations under this Section. However, in no\nevent shall Lessor have any duty or obligation to monitor, review or assess any security measures\nmaintained by Lessee or Lessee’s compliance with the provisions of this Section. Any review by\nLessor of such evidence as is provided pursuant to Lessor’s request hereunder shall be for Lessor’s\ninformational purposes only, and there shall be no inference or implication therefrom that Lessor\nhas reviewed or approved the adequacy or sufficiency of such recommendations or of the actual\nsecurity measures or systems employed by Lessee. Without limiting the generality of the foregoing,\nit is expressly understood and acknowledged that Lessee, being in sole “operational control” of the\nAircraft, is uniquely in a position to identify and implement those security measures necessary to\ncomply with this Section and that in doing so, Lessee has not relied upon, and shall not rely upon,\nany statement, act, or omission of Lessor.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **7.** | | **MAINTENANCE:** |\n\n\n\n     (a) Lessee agrees that the Aircraft will be maintained in compliance with any and all\nstatutes, laws, ordinances, regulations and standards or directives issued by any governmental\nagency applicable to the maintenance thereof, in compliance with any airworthiness certificate,\nlicense or registration relating to the Aircraft issued by any agency and in a manner that does not\nmodify or impair any existing warranties on the Aircraft or any part thereof.", "source": "agreement_19.md" }, { "id": "394", "text": "(b) Lessee shall maintain, inspect, service, repair, overhaul and test the Aircraft (including\neach engine) in accordance with (i) all maintenance manuals initially furnished with the Aircraft,\nincluding any subsequent amendments or supplements to such manuals issued by the manufacturer from\ntime to time, (ii) all mandatory **“Service Bulletins”** issued, supplied, or available by or through\nthe manufacturer and/or the manufacturer of any engine or part with respect to the Aircraft, (iii)\nall airworthiness directives applicable to the Aircraft issued by the FAA or similar regulatory\nagency having jurisdictional authority, and causing compliance to such directives to be completed\nthrough corrective modification in lieu of operating manual restrictions (except for temporary\noperating manual restrictions for a flight to a repair facility), and (iv) all maintenance\nrequirements set forth in Annex G hereto. Lessee shall maintain all records, logs and other\nmaterials required by the manufacturer for enforcement of any warranties or by the FAA. All\nmaintenance procedures required hereby shall be undertaken and completed in accordance with the\nmanufacturer’s recommended procedures, and by properly trained, licensed, and certificated\nmaintenance sources and maintenance personnel, so as to keep the Aircraft and each engine in as\ngood operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted,\nand so as to keep the Aircraft in such operating condition as may be necessary to enable the\nairworthiness certification of such Aircraft to be maintained in good standing at all times under\nthe FAA.", "source": "agreement_19.md" }, { "id": "395", "text": "(c) Lessee agrees, at its own cost and expense, to (i) cause the Aircraft and, subject to\nSection 8 hereof, each engine thereon to be kept numbered with the identification in serial number\ntherefor as specified in Annex A; (ii) prominently display on the Aircraft that N number, and only\nthat N number, specified in Annex A; and (iii) notify Lessor in writing thirty (30) days prior to\nmaking any change in the configuration (other than changes in configuration mandated by the FAA),\nappearance and coloring of the Aircraft from that in effect at the time the Aircraft is accepted by\nLessee hereunder, and in the event of such change or modification of configuration, coloring or\nappearance, to restore, upon request of Lessor, the Aircraft to the configuration, coloring or\nappearance in effect on the Commencement Date or, at Lessor’s option to pay to Lessor an amount\nequal to the reasonable cost of such restoration. Lessee will not place the Aircraft in operation\nor exercise any control or dominion over the same until such Aircraft marking has been placed\nthereon. Lessee will replace promptly any such Aircraft marking which may be removed, defaced or\ndestroyed. Notwithstanding anything in this Section 7(c), it is agreed and understood by Lessor\nand Lessee that (i) the Aircraft will be re-painted a new color scheme in red, white and blue\nduring the Term when the Aircraft is brought in for maintenance and (ii) at such time, the marking\non the Aircraft that reads “Air Logistics” will be changed to read “Air Logistics, a Bristow\ncompany” (the changes contemplated by clause (i) and (ii), collectively, the “Approved Changes”).\nLessor agrees that Lessee shall not be obligated to restore the Aircraft to its configuration,", "source": "agreement_19.md" }, { "id": "396", "text": "Lessor agrees that Lessee shall not be obligated to restore the Aircraft to its configuration,\ncoloring and appearance it had in order to merely remove the Approved Changes.", "source": "agreement_19.md" }, { "id": "397", "text": "(d) Lessee shall be entitled from time to time during the Term of this Lease to acquire and\ninstall on the Aircraft at Lessee’s expense, any additional accessory, device or equipment as\nLessee may desire (each such accessory, device or equipment, an **“Addition”**), but only so long as\nsuch Addition (i) is ancillary to the Aircraft; (ii) is not required to render the Aircraft\ncomplete for its intended use by Lessee; (iii) does not alter or impair the originally intended\nfunction or use of the Aircraft; and (iv) can be readily removed without causing material damage.\nTitle to each Addition which is not removed by Lessee prior to the return of the Aircraft to Lessor\nshall vest in Lessor upon such return. Lessee shall repair all damage to the Aircraft resulting\nfrom the installation or removal of any Addition so as to restore the Aircraft to its condition\nprior to installation, ordinary wear and tear excepted.", "source": "agreement_19.md" }, { "id": "398", "text": "(e) Any alteration or modification (each an **“Alteration”**) with respect to the Aircraft that\nmay at any time during the Term of this Lease (i) that are necessary or advisable to comply with\nLessee’s obligations pursuant to this Lease or (ii) may be required to comply with any applicable\nlaw or any governmental rule or regulation shall be made at the expense of Lessee. Any repair made\nby Lessee of or upon the Aircraft or replacement parts, including any replacement engine, installed\nthereon in the course of repairing or maintaining the Aircraft, or any Alteration, shall be deemed\nan accession, and title thereto shall be immediately vested in Lessor without cost or expense to\nLessor.\n\n     (f) Except as permitted under this Section 7, Lessee will not modify the Aircraft or affix or\nremove any accessory to the Aircraft leased hereunder.\n\n     (g) The Aircraft shall be maintained and operated in accordance with the applicable Part 135\nstandards.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **8.** | | **LIENS, SUBLEASE AND ASSIGNMENT:** |", "source": "agreement_19.md" }, { "id": "399", "text": "(a) LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE AIRCRAFT, ANY ENGINE OR ANY PART\nTHEREOF, LESSOR’S TITLE OR ITS RIGHTS UNDER THIS LEASE, EXCEPT AS OTHERWISE EXPRESSLY PERMITTED\nHEREIN. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET, CHARTER OR PART\nWITH POSSESSION OF THE AIRCRAFT OR ANY ENGINE OR PART THEREOF OR ENTER INTO ANY INTERCHANGE\nAGREEMENT EXCEPT AS OTHERWISE PERMITTED HEREIN. Lessee shall keep the Aircraft, each engine and\nany part thereof free and clear of all liens and encumbrances other than those which result from\n(i) the respective rights of Lessor and Lessee as herein provided; (ii) liens arising from the acts\nof Lessor or its agents; (iii) liens for taxes not yet due or being reasonably disputed in good\nfaith so long as Lessee delivers collateral to Lessor in an amount satisfactory to Lessor and such\namount does not result in any imminent risk of loss or forfeiture of the Aircraft or any civil or\ncriminal liability on Lessor; and (iv) materialmen’s, mechanics’, workmen’s, repairmen’s,\nemployees’ or other like liens (whether inchoate or not) arising in the ordinary course of business\nof Lessee for sums not yet delinquent or being contested in good faith (and for the payment of\nwhich adequate assurances in Lessor’s judgment have been provided Lessor).\n\n     Notwithstanding the foregoing, so long as Lessee is not in default hereunder, Lessee may\ncharter the Aircraft so long as:", "source": "agreement_19.md" }, { "id": "400", "text": "(i) The rights of any users of the Aircraft are subject and subordinate to all terms of the\nLease and all rights of Lessor in and to the Aircraft and under the Lease including, without\nlimitation, the right of Lessor to inspect and take possession of the Aircraft from time to time\naccording to the terms and provisions of the Lease and applicable law;\n\n     (ii) Lessee acknowledges that Lessor shall have none of Lessee’s obligations or duties with\nrespect to the Aircraft contained in any charter arrangement, including but not limited to\nmaintenance, repairs, service or insurance;\n\n     (iii) Lessee shall maintain accurate and complete records of all charter operations in which\nthe Aircraft is used, including without limitation copies of all receipts and invoices relating to\nany such operations; and (ii) make any and all such records fully available to both Lessor and any\ngovernmental agency (including, without limitation any state or federal taxing authority) promptly\nupon demand from any such parties;\n\n     (iv) Lessee currently has, and will maintain all required Federal Aviation Administration\n(**“FAA”**) licenses to operate a chartering company and to perform all of its obligations thereunder.\nLessee shall at all times maintain a Certificate pursuant to Part 135 of the FAA Regulations. The\nAircraft shall not be used for any pilot training activities except recurrent training for Lessee’s\nand Lessee’s affiliates’ pilots who will be flying the Aircraft. Lessee shall at all times\nmaintain **“operational control,”** (as defined in the FAA Regulations) of the Aircraft;\n\n     (v) Any default by Lessee under the Lease shall constitute a default under the\nchartering arrangements;", "source": "agreement_19.md" }, { "id": "401", "text": "(v) Any default by Lessee under the Lease shall constitute a default under the\nchartering arrangements;\n\n     (vi) Lessee agrees that the Aircraft shall not be used by any governmental entity, any tax\nexempt entity or any person or entity that would cause any Loss of, or otherwise adversely affect\nany of, Lessor’s Tax Benefits in the Aircraft; and\n\n     (vii) Lessee shall not allow the use of the Aircraft in violation of the Lease.\n\n     Notwithstanding anything contained in this Lease to the contrary, so long as Lessee is not in\ndefault hereunder, Lessee may replace parts and the engines on the Aircraft in accordance with its\ncustomary arrangements with Turbomeca, its other maintenance service providers or its customary\nbusiness practices so long as (i) the replacement part or engine shall be the same make and model\nand have the same or better fair market value as the part or engine being replaced (assuming such\nengine or part had been maintained in accordance with the provisions hereof and has not experienced\nany damage or other casualty event) (a “Replacement Engine” or a “Replacement Part”, as the case\nmay be), (ii) with respect to any Replacement Engine, Lessor shall acquire title to such\nReplacement Engine which may occur pursuant to a limited assignment of such customary arrangements\nwith Turbomeca and Lessee shall have made all appropriate filings to protect Lessor’s interest in\nthe replacement engines with the FAA, the UCC and if the Cape Town Convention on International\nInterests in Mobile Equipment (the “Convention”) and the Protocol thereto On Matters Specific To\nAircraft Equipment (the “Protocol”) concluded in Cape Town in November 2001 (the Convention and", "source": "agreement_19.md" }, { "id": "402", "text": "the Protocol, each, in the official English language text thereof, are collectively referred to\nherein as the “Cape Town Convention”) comes into force prior to the effectiveness of such\nreplacement an AC Form 8050-135 FAA Entry Point Filing Form International Registry for filing with\nthe FAA and the international registry (the “International Registry”) established pursuant to the\nCape Town Convention and any other form proscribed by the International Registry or the FAA, and\n(iii) with respect to any Replacement Part, Lessor shall have acquired title thereto which will\nvest automatically upon installation of such Replacement Part in the Aircraft. Upon the\nacquisition of title by Lessor to any such Replacement Engine or Replacement Part, as the case may\nbe, together with the fulfillment of all Lessee’s obligations set forth in this paragraph, this\nLease shall terminate with respect to any engine or part being so replaced by such Replacement\nEngine or Replacement Part, as the case may be, and title thereto shall be conveyed by Lessor, at\nthe sole cost and expense of Lessee, to Lessee on an AS IS BASIS, without representation or\nwarranty of any kind, other than the absence of liens created by or though Lessor.", "source": "agreement_19.md" }, { "id": "403", "text": "(b) Lessor and any assignee of Lessor may assign this Lease, or any part hereof and/or the\nAircraft to any person or entity so long as (A) (x) such person or entity or its affiliates is\neither not operating in the same line of business as Lessee or (y) such person or entity is a\nfinancial institution or an insurance company having a tangible net worth at least equal to\n$50,000,000 and (B) such person or entity is not in material litigation with Lessee as disclosed in\nGuarantor’s most recent public filings on Form 10-Q or Form 10-K, as the case may be (and/or any\nfiling on Form 8-K filed after the date of such most recent Form 10-Q or Form 10-K, as the case may\nbe). Lessee hereby waives and agrees not to assert against any such assignee, or assignee’s\nassigns, any defense, set-off, recoupment claim or counterclaim which Lessee has or may at any time\nhave against Lessor for any reason whatsoever. Lessee agrees that if Lessee receives written\nnotice of an assignment from Lessor, Lessee will pay all rent and all other amounts payable under\nthis Lease to such assignee or as instructed by Lessor. Lessee also agrees to confirm in writing\nreceipt of the notice of assignment as may be reasonably requested by assignee and shall cooperate\nwith Lessor and any such assignee in delivering to such assignee a certificate of insurance\nreflecting assignee as loss payee and additional insured.", "source": "agreement_19.md" }, { "id": "404", "text": "**9. LOSS, DAMAGE AND STIPULATED LOSS VALUE:** Lessee hereby assumes and shall bear the entire risk of\nany loss, theft, confiscation, expropriation, requisition, damage to, or destruction of, the\nAircraft, any engine or part thereof from any cause whatsoever, including without limitation,\nintentional criminal acts and acts of terrorism. If for any reason the Aircraft, or any engine\nthereto becomes worn out, lost, stolen, confiscated, expropriated, requisitioned, hijacked,\ndestroyed, irreparably damaged, or unusable (**“Casualty Occurrences”)** Lessee shall promptly and\nfully notify Lessor in writing. If, in the opinion of Lessor, a Casualty Occurrence has occurred\nwhich affects only the engine(s) of the Aircraft, then Lessee, at its own cost and expense, shall\nreplace such engine(s) with a Replacement Engine(s) or other engine acceptable to Lessor and shall\ncause title to such Replacement Engine(s) or engine to be transferred to Lessor for lease to Lessee\nunder this Lease. Upon transfer of title to Lessor of such engine(s), such engine(s) shall be\nsubject to the terms and conditions of this Lease, and Lessee shall execute whatever documents or\nfilings Lessor deems necessary and appropriate in connection with the substitution of such\nreplacement engine(s) for the original engine(s). If, in the opinion of Lessor, a Casualty\nOccurrence has occurred with respect to the Aircraft in its entirety, on the Rent Payment Date no\nlater than ninety (90) days after a Casualty Occurrence (the **“Payment Date”**), Lessee shall pay\nLessor the sum of (i) the Stipulated Loss Value as set forth in Annex F calculated as of the Rent", "source": "agreement_19.md" }, { "id": "405", "text": "Lessor the sum of (i) the Stipulated Loss Value as set forth in Annex F calculated as of the Rent\nPayment Date prior to such Casualty Occurrence; and (ii) all Rent and other amounts which are due\nunder this Lease as of the Payment Date. In the event Lessor receives insurance proceeds after\nreceipt in full of the amounts set forth in clause (i) and (ii) in the foregoing sentence, Lessor\nshall refund to Lessee the all amounts received from Lessee in respect of Stipulated Loss Value up\nto the amount of the insurance proceeds Lessor actually received. Upon payment of all sums due\nhereunder, the Term of this Lease as to the Aircraft shall terminate and Lessee shall have no\nfurther right to use or operate the Aircraft.", "source": "agreement_19.md" }, { "id": "406", "text": "**10. INSURANCE:** Lessee shall secure and maintain in effect at its own expense throughout the Term\nof the Lease insurance against such hazards and for such risks as Lessor may require; provided that\nLessor shall not require insurance in greater amounts or covering additional risks with respect to\nthe Aircraft than Lessor generally requires of its lessees to whom it leases similar aircraft.\nAll such insurance shall be with companies with a AM Best rating of “A” or better or otherwise\nsatisfactory to Lessor. Without limiting the generality of the foregoing, Lessee shall maintain\n(i) liability insurance covering public liability and property, cargo and sudden accidental\npollution coverage, in amounts not less than fifty million (50,000,000) United States dollars for\nany single occurrence; (ii) all-risk aircraft hull and engine insurance (including, without\nlimitation, with respect to engine or part thereof while removed from the aircraft and foreign\nobject damage insurance) in an amount which is not less than the then Stipulated Loss Value; and\n(iii) confiscation, expropriation and war risk, hijacking and allied perils insurance (which\ninsurance shall include coverage against acts of terrorism and similar criminal acts) in an amount\nwhich is (x) for physical damage, not less than the then Stipulated Loss Value and (y) for\nliability coverage, not less than fifty million (50,000,000) United States dollars for any single\noccurrence. All insurance shall: (1) name Lessor as owner of the Aircraft and as loss payee and\nadditional insured (without responsibility for premiums), (2) provide that any cancellation or\nsubstantial change in coverage shall not be effective as to the Lessor for thirty (30) days (ten", "source": "agreement_19.md" }, { "id": "407", "text": "substantial change in coverage shall not be effective as to the Lessor for thirty (30) days (ten\n(10) days in the event of non-payment of premiums, seven (7) days in the case of war risks\ncoverage) after receipt by Lessor of written notice from the insurer of such cancellation or\nchange, (3) insure Lessor’s interest regardless of any breach of warranty or other act or omission\nof Lessee, (4) include a", "source": "agreement_19.md" }, { "id": "408", "text": "severability of interest clause providing that such policy shall operate in the same manner as if\nthere were a separate policy covering each insured, (5) waive any right of set-off against Lessee\nor Lessor, and any rights of subrogation against Lessor, and (6) be primary and not be subject to\nany offset by any other insurance carried by Lessor or Lessee. Lessee hereby appoints Lessor as\nLessee’s attorney-in-fact to make proof of loss and claim for and to receive payment of and to\nexecute or endorse all documents, checks or drafts in connection with all policies of insurance in\nrespect of the Aircraft. Lessor shall not act as Lessees attorney-in-fact until the occurrence and\nduring a continuation of an Event of Default or any incipient default under Sections 12(a)(i),\n(vii) or (viii). Lessee shall pay any reasonable expenses of Lessor in adjusting or collecting\ninsurance proceeds. Lessor shall pay proceeds of any insurance claim in an amount not exceeding\nfive hundred thousand ($500,000) \\_ United States dollars to Lessee and Lessee shall, as promptly as\npracticable, repair the Aircraft or repair or replace any part thereof. Lessor may, at its option,\napply proceeds of insurance with respect to claims in excess of five hundred thousand ($500,000) United States dollars , in whole or in part, to (A) repair the Aircraft, or repair or replace any\npart thereof, or (B) satisfy any obligation of Lessee to Lessor due under this Lease.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **11.** | | **RETURN OF AIRCRAFT:** |", "source": "agreement_19.md" }, { "id": "409", "text": "(a) At\nexpiration or termination of this Lease (the **“Return\nDate”**), Lessee shall return the\nAircraft to Lessor, at a location within the Gulf Coast region of the United States as Lessor shall\ndirect. Lessee shall also return all logs, loose equipment, manuals and data associated with the\nAircraft, including without limitation, inspection, modification and overhaul records required to\nbe maintained with respect to the Aircraft under this Lease or under the applicable rules and\nregulations of the FAA or the manufacturer’s recommended maintenance program, along with a\ncurrently effective FAA airworthiness certificate. Lessee shall, upon request, assign to Lessor\nits rights under any manufacturer’s maintenance service contract or extended warranty for the\nAircraft, any engine or part thereof. The Aircraft shall be returned in the condition in which the\nAircraft is required to be maintained pursuant to Section 7, but with all logos or other\nidentifying marks of Lessee removed. Additionally, Lessee shall ensure that the Aircraft complies\nwith all requirements and conditions set forth on Annex G hereto. Lessee shall pay for all costs\nto comply with this Section 11(a).", "source": "agreement_19.md" }, { "id": "410", "text": "(b) Lessor shall arrange for the inspection of the Aircraft on the Return Date to determine if\nthe Aircraft has been maintained and returned in accordance with the provisions of this Lease.\nLessee shall be responsible for the cost of such inspection and shall pay Lessor such amount as\nadditional Rent within ten (10) days of demand. If the results of such inspection indicate that\nthe Aircraft, any engine thereto or part thereof, has not been maintained or returned in accordance\nwith the provisions of this Lease, Lessee shall pay to Lessor within ten (10) days of demand, as\nliquidated damages, the estimated cost (**“Estimated Cost”)** of servicing or repairing the Aircraft,\nengine or part. The Estimated Cost shall be determined by Lessor by obtaining two quotes for such\nservice or repair work, with one quote selected by Lessee reasonably acceptable to Lessor and one\nquote selected by Lessor reasonably acceptable to Lessee and taking their average. Lessee shall\nbear the cost, if any, incurred by Lessor in obtaining such quotes.\n\n     (c) If Lessee fails to return the Aircraft on the Return Date, Lessor shall be entitled to\ndamages equal to the higher of (i) the Rent for the Aircraft, pro-rated on a per diem basis, for\neach day the Aircraft is retained beyond the Return Date; or (ii) the daily fair market rental for\nthe Aircraft at the Return Date. Such damages for retention of the Aircraft after the Return Date\nshall not be interpreted as an extension or reinstatement of the Term.\n\n     (d) All of Lessor’s rights contained in this Section shall survive the expiration or other\ntermination of this Lease.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **12.** | | **EVENTS OF DEFAULT AND REMEDIES:** |", "source": "agreement_19.md" }, { "id": "411", "text": "(a) Lessee shall be in default under this Lease and each of the other Documents (as that term\nis defined in Section 16 below) upon the occurrence of any of the following “Events of Default”:\n(i) Lessee breaches its obligation to pay Rent or any other sum when due and fails to cure the\nbreach within ten (10) days of written invoice from Lessor; (ii) Lessee breaches any of its\ninsurance obligations under Section 10; (iii) Lessee breaches any of its other obligations in any\nmaterial respect and fails to cure that breach within thirty (30) days after written notice from\nLessor to Lessee; (iv) any representation or warranty made by Lessee in connection with this Lease\nor Bill of Sale, or Guarantor in connection with the Guaranty agreement shall be false or\nmisleading in any material respect; (v) Lessee or Guarantor or other obligor for any of the\nobligations hereunder (collectively “**Guarantor**”), dissolves, terminates its existence, becomes\ninsolvent or ceases to do business as a going concern; (vi) the Aircraft or any other property of\nLessee is illegally used, confiscated, sequestered, seized or levied upon; (vii) a receiver is\nappointed for all or of any part of the property of Lessee or any Guarantor, or Lessee or any\nGuarantor makes any assignment for the benefit of creditors; (viii) a petition is filed by or\nagainst Lessee or any Guarantor under any bankruptcy, insolvency or similar laws and in the event\nof an involuntary petition, the petition is not dismissed within sixty (60) days of the filing\ndate; (ix) the occurrence of any “Event of Default” under any Aircraft Lease Agreement dated as of", "source": "agreement_19.md" }, { "id": "412", "text": "date; (ix) the occurrence of any “Event of Default” under any Aircraft Lease Agreement dated as of\neven date herewith between Lessor and Lessee (the “Related Leases”); (x) any Guarantor revokes or\nattempts to revoke its", "source": "agreement_19.md" }, { "id": "413", "text": "guaranty or fails to observe or perform any covenant, condition or agreement to be performed under\nany guaranty or other related document to which it is a party, (xi) Lessee is declared in default\nunder any contract or obligation requiring the payment of money in a principal amount outstanding\ngreater than $10,000,000.00; (xii) there is any dissolution, or termination of existence of the\nLessee or Guarantor, or change in controlling ownership of Lessee (meaning Guarantor fails to own\ndirectly or indirectly more than 50% of the voting equity of the Lessee) or any Guarantor Change of\nControl (as defined in Annex H herein) has occurred or (xiii) there is any merger or consolidation\nof Guarantor or Lessee in violation of this Lease.", "source": "agreement_19.md" }, { "id": "414", "text": "(b) Upon the occurrence of any Event of Default and so long as the same shall be continuing,\nLessor may, at its option, at any time thereafter, exercise one or more of the following remedies,\nas Lessor in its sole discretion shall lawfully elect: (i) demand that Lessee immediately pay as\nliquidated damages, for loss of a bargain and not as a penalty, an amount equal to (x) the\nStipulated Loss Value of the Aircraft, computed as of the Basic Term Rent Date prior to such demand\ntogether with (y) all Rent and other amounts due and payable for all periods up to and including\nthe Basic Term Rent Date following such demand; (ii) demand that Lessee pay all amounts due for\nfailure to maintain or return the Aircraft as provided herein and cause Lessee to assign to Lessor\nLessee’s rights under any manufacturer’s service program contract or any extended warranty contract\nin force for the Aircraft; (iii) proceed by appropriate court action, either at law or in equity,\nto enforce the performance by Lessee of the applicable covenants of this Lease or to recover\ndamages for breach hereof; (iv) by notice in writing terminate this Lease, whereupon all rights of\nLessee to use of the Aircraft or any part thereof shall absolutely cease and terminate, and Lessee\nshall immediately return the Aircraft in accordance with Section 11, but Lessee shall remain liable\nas provided in Section 11; (v) request Lessee to return the Aircraft to a designated location in\naccordance with Section 11; (vi) peacefully enter the premises where the Aircraft may be and take\npossession of the Aircraft; (vii) sell or otherwise dispose of the Aircraft at private or public", "source": "agreement_19.md" }, { "id": "415", "text": "possession of the Aircraft; (vii) sell or otherwise dispose of the Aircraft at private or public\nsale, in bulk or in parcels, with or without notice, and without having the Aircraft present at the\nplace of sale; (viii) lease or keep idle all or part of the Aircraft; (ix) use Lessee’s premises\nfor storage pending lease or sale or for holding a sale without liability for rent or costs for\nfive (5) months; (x) collect from Lessee all actual out-of-pocket costs, charges and expenses,\nincluding reasonable legal fees and disbursements, incurred by Lessor by reason of the occurrence\nof any Event of Default or the exercise of Lessor’s remedies with respect thereto; (xi) draw on any\nAcceptable Letter of Credit, foreclose on any Additional Collateral or Security Deposit Pledge (as\neach such term is defined in the Additional Collateral Agreement, dated as of even date herewith,\nbetween Lessor and Lessee); and/or (xii) declare any Event of Default under the terms of this Lease\nto be a default under the Related Leases or any other agreement for borrowed money between Lessor\n(and/or General Electric Capital Corporation) on the one hand, and Lessee or Guarantor (or any of\ntheir affiliates or parent entities) on the other hand.", "source": "agreement_19.md" }, { "id": "416", "text": "(c) Lessor shall apply any proceeds of sale, lease or other disposition of the Aircraft or any\nother collateral, letter of credit or deposit, if any, and shall have the right to apply same in\nthe following order of priorities: (i) to pay all of Lessor’s costs, charges and expenses incurred\nin enforcing its rights under this Lease or in taking, removing, holding, repairing, selling,\nleasing or otherwise disposing of the Aircraft; then, (ii) to the extent not previously paid by\nLessee, to pay Lessor all sums due from Lessee under this Lease or any other Related Lease in any\npriority as Lessor determines; then (iii) to reimburse to Lessee any sums previously paid by Lessee\nrepresenting Stipulated Loss Value as liquidated damages pursuant to Section 12(b)(i)(x); and (iv)\nany surplus shall be retained by Lessor. Lessee shall immediately pay on demand any deficiency in\n(i) and (ii) of the immediately preceding sentence. Lessor’s obligation hereunder shall survive\nany termination of this Lease.\n\n     (d) The foregoing remedies are cumulative, and any or all thereof may be exercised instead of\nor in addition to each other or any remedies at law, in equity, or under statute. Waiver of any\nEvent of Default shall not be a waiver of any other or subsequent Event of Default.", "source": "agreement_19.md" }, { "id": "417", "text": "(e) Upon the indefeasible payment in full of all amounts owed to Lessor after an Event of\nDefault (including, without limitation, all accrued Rent, actual out-of-pocket costs and expenses\n(including attorney’s fees), indemnity payments and any other sums due and owing hereunder) and, if\nso elected by Lessor, delivery of the Aircraft meeting the requirements of Section 11 (provided\nthat the proceeds thereof shall be applied as set forth in Section 12(c)), this Lease shall\nterminate and neither Lessor nor Lessee shall have no further obligations under the Lease, except\nwith respect to obligations which by the terms of this Lease survive the termination hereof.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **13.** | | **NET LEASE:** |\n\n\n\n     This Lease is a net lease. The Lessor shall have no obligation, liability or responsibility\nto the Lessee or any other person with respect to operation, maintenance, repairs, alterations,\nmodifications, correction of faults or defects (whether or not required by applicable law) or\ninsurance with respect to the Aircraft, all of which matters shall be, as between Lessor and\nLessee, the sole responsibility of Lessee, regardless of upon whom such responsibilities may fall\nunder applicable law or otherwise, and the Rent payable hereunder has been set in reliance upon the\nLessee’s sole responsibility for all such matters. The Lessee acknowledges and agrees that its\nobligations to pay Rent and all other amounts due and owing in accordance with the terms hereof\nshall be absolute and unconditional and shall not be released, discharged, waived, reduced, set-off\nor affected", "source": "agreement_19.md" }, { "id": "418", "text": "by any circumstance whatsoever. Lessor and Lessee agree that the foregoing shall not operate as a\nwaiver of any claim for breach Lessee may have against Lessor.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **14.** | | **INDEMNIFICATION:** |", "source": "agreement_19.md" }, { "id": "419", "text": "(a) Lessee hereby agrees to indemnify (on an after tax basis) Lessor and any other entity\nwhich has an ownership interest in, is owned by or is under common ownership with, Lessor, and the\nrespective or collective officers, directors, agents, employees, successors and assigns of each\n(each, an **“Indemnified Party”**) from and against any and all losses, damages, penalties, injuries,\nclaims, demands, actions and suits, (collectively\n**“Claims”**) whether in law or equity, or in\ncontract, tort, or otherwise, including reasonable attorneys’ fees and disbursements and other\ncosts of investigation or defense, including those incurred upon any appeal arising out of or\nrelating to the Aircraft or this Lease and shall include, but is not limited to, Lessor’s strict\nliability in tort and Claims that may be imposed on, incurred by or asserted against an Indemnified\nParty in any way arising out of (i) the selection, manufacture, purchase, acceptance or rejection\nof the Aircraft, the ownership of the Aircraft during the term of this Lease, and the delivery,\nlease, possession, maintenance, uses, condition, return or operation of the Aircraft (including,\nwithout limitation, latent and other defects, whether or not discoverable by Lessor, any\nIndemnified Party or Lessee and any claim for patent, trademark or copyright infringement or\nenvironmental damage); (ii) any breach of Lessee’s obligations under the Lease or the failure by\nLessee to comply with any term, provision or covenant contained in this Lease or any other\nagreement executed by Lessee in connection with this Lease or the Aircraft or with any applicable\nlaw, rule or regulation with respect to the Aircraft, or the nonconformity of the Aircraft or its", "source": "agreement_19.md" }, { "id": "420", "text": "law, rule or regulation with respect to the Aircraft, or the nonconformity of the Aircraft or its\noperation with any applicable law; (iii) vandalism, hijacking, destruction, bombing, terrorism or\nsimilar acts directly or indirectly affecting the Aircraft, any part thereof, or any persons who\n(whether or not on board the Aircraft) may sustain any injury or damage as a result of any such\nacts, regardless of whether or not Lessee was at the time of such use, complying with the security\nrequirements of the Lease or applicable law; (iv) any actions brought against any Indemnified Party\nthat arise out of Lessee’s actions (or actions of Lessee’s agents); or (v) any Indemnified Party’s\nreliance on any representation or warranty made or deemed made by Lessee or Guarantor (or any of\ntheir officers) under or in connection with this Lease or any other Document or any report or other\ninformation delivered by Lessee or Guarantor pursuant hereto which shall have been incorrect in any\nmaterial respect when made or deemed made or delivered; provided, that Lessee shall not be\nobligated to pay and shall have no indemnity liability for any Claims (x) imposed on or against an\nIndemnified Party to the extent that such Claims are caused by the gross negligence or willful\nmisconduct of such Indemnified Party or (y) to the extent imposed with respect to any Claim solely\nbased on events occurring after the earlier of (A) the expiration or other termination of the Term\nin circumstances not requiring the return of the Aircraft and payment in full of all amounts due\nfrom Lessee under this Lease and any other Document and (B) the satisfaction by Lessee of all its\nobligations under Section 11 of the Lease and payment in full of all amounts due from Lessee under", "source": "agreement_19.md" }, { "id": "421", "text": "obligations under Section 11 of the Lease and payment in full of all amounts due from Lessee under\nthis Lease and any Document . Lessee shall pay on demand to each Indemnified Party any and all\namounts necessary to indemnify such Indemnified Party from and against any of the foregoing.\nLessee shall, upon request, defend any actions based on, or arising out of, any of the foregoing.", "source": "agreement_19.md" }, { "id": "422", "text": "(b) Lessee and Lessor agree that, as of the Commencement Date, (i) is the intent of the\nparties that Lessor is the owner of the Aircraft for state law and federal income tax purposes,\n(ii) Lessor intends to take depreciation deductions with respect to the Aircraft in accordance with\nSection 168 of the Internal Revenue Code of 1986, as amended, as set forth on Annex B (**“Tax\nBenefits”**), (iii) it is the intent of the parties that the Aircraft leased under the Lease shall\nqualify for all tax deductions in the hands of Lessor, and (iv) at no time during the Term of this\nLease will Lessee take or omit to take, nor will it permit any sublessee or assignee to take or\nomit to take, any action (whether or not such act or omission is otherwise permitted by Lessor\nunless expressly permitted by this Lease), which will result in the disqualification of the\nAircraft for, or recapture of, all or any portion of such Tax Benefits.", "source": "agreement_19.md" }, { "id": "423", "text": "(c) If as a result of a breach of any representation, warranty or covenant of the Lessee\ncontained in this Lease (i) independent tax counsel selected by Lessor and reasonably acceptable to\nLessee shall determine that Lessor is not entitled to claim on its Federal income tax return all or\nany portion of the Tax Benefits with respect to the Aircraft, or (ii) any Tax Benefit claimed on\nthe Federal income tax return of Lessor is disallowed or adjusted by the Internal Revenue Service,\nor (iii) any Tax Benefit is recalculated or recaptured (any determination, disallowance,\nadjustment, recalculation or recapture being a “**Loss**”), then Lessee shall pay to Lessor, as an\nindemnity and as additional rent, an amount that shall, in the reasonable opinion of Lessor, cause\nLessor’s after-tax economic yields and cash flows to equal the Net Economic Return that would have\nbeen realized by Lessor if such Loss had not occurred. Such amount shall be payable within thirty\n(30) days of written demand accompanied by a statement describing in reasonable detail such Loss\nand the computation of such amount. The economic yields and cash flows shall be computed on the\nsame assumptions, including tax rates as were used by Lessor in originally evaluating the\ntransaction (**“Net Economic Return”**). If an adjustment has been made under Section 3 then the\nEffective Rate used in the next preceding adjustment shall be substituted.\n\n     (d) Lessee hereby further represents, warrants and covenants that all amounts includible in\nthe gross income of Lessor with respect to the Aircraft, and all deductions or credits allowable to\nLessor with respect to the Aircraft, will be treated as derived from or allocable to sources", "source": "agreement_19.md" }, { "id": "424", "text": "within the United States in each and every year taxable year of Lessor throughout the entire term\nof this Lease. If as a result of any breach of the representation, warranty and covenant contained\nin the immediately preceding sentence, any item of income, credit or deduction with respect to the\nAircraft shall not be treated as derived from or allocable to, sources within the United States for\nany taxable year of Lessor (any such event hereinafter referred to as a “**Foreign Loss**”), then\nLessee shall pay to Lessor as an indemnity, on the next succeeding rental payment date, or in any\nevent within 30 days after written demand to Lessee by Lessor, such amount as, after deduction of\nall taxes required to be paid by Lessor in respect of the receipt of such amounts under the laws of\nany federal, state or local government or taxing authority of the United States, shall equal the\nsum of: (i) the excess of (x) the foreign tax credits which Lessor would have been entitled to for\nsuch year had no such Foreign Loss occurred over (y) the foreign tax credits to which Lessor was\nlimited as a result of such Foreign Loss and (ii) the amount of any interest, penalties or\nadditions to tax payable as a result of such Foreign Loss.", "source": "agreement_19.md" }, { "id": "425", "text": "(e) Lessee shall not be obligated to pay any sums required in Section 14 in the event the\ncause of the Loss results from one or more of the following events: (1) a failure of Lessor to\ntimely claim accelerated cost recovery (or depreciation) deductions for any Aircraft in Lessor’s\ntax return, other than a failure resulting from Lessor’s determination, based on opinion of its\ncounsel or otherwise, that no reasonable basis exists for claiming accelerated cost recovery (or\ndepreciation) deductions, (2) a failure of Lessor to have sufficient gross income to benefit from\naccelerated cost recovery (or depreciation) deductions, or (3) a change in the tax law applicable\nto accelerated cost receovery (or depreciation) deductions disallows deductions to which Lessor\nwould otherwise be entitled unless such loss is caused by an act or omission of Lessee. Lessor\nagrees to promptly notify Lessee of any claim made by any federal or state tax authority against\nLessor with respect to the disallowance of such accelerated cost recovery (or depreciation)\ndeductions, together with sufficient details (to the extent the information is available to Lessor)\nof the nature of, or reasons for, the claim by such tax authority and Lessor’s position with\nrespect thereto (including a copy of any correspondence from the applicable taxing authority). All\nreferences to Lessor in this Section 14 include Lessor and the consolidated taxpayer group of which\nLessor is a member.\n\n     (f) All of Lessor’s rights, privileges and indemnities contained in this Section 14 shall\nsurvive the expiration or other termination of this Lease. The rights, privileges and indemnities\ncontained herein are expressly made for the benefit of, and shall be enforceable by Lessor, its\nsuccessors and assigns.", "source": "agreement_19.md" }, { "id": "426", "text": "| | | |\n| --- | --- | --- |\n| **15.** | | **DISCLAIMER:** |", "source": "agreement_19.md" }, { "id": "427", "text": "LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE AIRCRAFT WITHOUT ANY ASSISTANCE FROM LESSOR, ITS\nAGENTS OR EMPLOYEES AND THAT LESSOR IS LEASING THE AIRCRAFT IN AN “AS IS” CONDITION. LESSOR DOES\nNOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION,\nEITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE AIRCRAFT LEASED UNDER THIS LEASE OR\nANY COMPONENT THEREOF, OR ANY ENGINE INSTALLED THEREON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY\nAS TO CONDITION, AIRWORTHINESS, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR\nWORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK\nOR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor and Lessee, are to be borne\nby Lessee. Without limiting the foregoing, Lessor shall have no responsibility or liability to\nLessee or any other person with respect to any of the following: (i) any liability, loss or damage\ncaused or alleged to be caused directly or indirectly by the Aircraft, any inadequacy thereof, any\ndeficiency or defect (latent or otherwise) of the Aircraft, or any other circumstance in connection\nwith the Aircraft; (ii) the use, operation or performance of the Aircraft or any risks relating to\nit; (iii) any interruption of service, loss of business or anticipated profits or consequential\ndamages; or (iv) the delivery, operation, servicing, maintenance, repair, improvement or\nreplacement of the Aircraft. If, and so long as, no Event of Default has occurred and is", "source": "agreement_19.md" }, { "id": "428", "text": "replacement of the Aircraft. If, and so long as, no Event of Default has occurred and is\ncontinuing under this Lease, Lessee shall be, and hereby is, authorized during the Term of this\nLease to assert and enforce, at Lessee’s sole cost and expense, in the name of and for the account\nof Lessor and/or Lessee, as their interests may appear, whatever claims and rights Lessor may have\nagainst any Supplier of the Aircraft.", "source": "agreement_19.md" }, { "id": "429", "text": "| | | |\n| --- | --- | --- |\n| **16.** | | **REPRESENTATIONS AND WARRANTIES OF LESSEE:** |\n\n\n\nA. Lessee hereby represents and warrants to Lessor that on the date of this Lease :\n\n     (a) Lessee has adequate limited liability company power and capacity to enter into, and\nperform under, this Lease and all related documents (together, the\n**“Documents”**) and is duly\nqualified to do business wherever necessary to carry on its present business and operations,\nincluding the jurisdiction(s) where the Aircraft has its primary hangar location.", "source": "agreement_19.md" }, { "id": "430", "text": "(b) The Documents have been duly authorized, executed and delivered by Lessee and constitute\nvalid, legal and binding agreements, enforceable in accordance with their terms, except to the\nextent that the enforcement of remedies may be limited under applicable bankruptcy, insolvency or\ncreditors’ rights generally laws and principles of equity.\n\n     (c) No approval, consent or withholding of objections is required from any governmental\nauthority or entity with respect to the entry into or performance by Lessee of the Documents except\nsuch as have already been obtained.\n\n     (d) The entry into and performance by Lessee of the Documents will not: (i) violate any\njudgment, order, law or regulation applicable to Lessee or any provision of Lessee’s Certificate of\nFormation or Operating Agreement; or (ii) result in any breach of, constitute a default under or\nresult in the creation of any lien, charge, security interest or other encumbrance upon any\nAircraft pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement (other\nthan this Lease) to which Lessee is a party.\n\n     (e) There are no suits or proceedings pending or threatened in court or before any commission,\nboard or other administrative agency against or affecting Lessee, which will have a material\nadverse effect on the ability of Lessee to fulfill its obligations under this Lease.\n\n     (f) The financial statements contained in Guarantor’s report on Form 10-K for fiscal year\nended March 31, 2005 delivered to Lessor has been prepared in accordance with generally accepted\naccounting principles consistently applied, and since March 31, 2005, there has been no material\nadverse change.\n\nB. Lessee hereby:", "source": "agreement_19.md" }, { "id": "431", "text": "B. Lessee hereby:\n\n     (a) Represents and warrants that its exact legal name is as set forth in the first sentence of\nthis Lease and Lessee is and will be at all times validly existing and in good standing under the\nlaws of the State of its incorporation (specified in the first sentence of this Lease) and Lessee\nis and will continue to be a **“Citizen of the United States”** within the meaning of Section 40102(15)\nof the FAA. Lessee shall not consolidate, reorganize or merge with any other corporation or entity\n(other than a wholly-owned subsidiary of Guarantor) or sell, convey, transfer or lease all or\nsubstantially all of its property to any corporation or entity (other than a wholly-owned\nsubsidiary of Guarantor) during the Term of this Lease.\n\n     (b) Represents and warrants that its the chief executive office or chief place of\nbusiness (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is\nlocated at the address set forth above, and Lessee agrees to give Lessor prior written notice of\nany relocation of said chief executive office or chief place of business from its present location.\n\n     (c) Agrees that a copy of this Lease, and a current and valid AC Form 8050-l will be kept on\nthe Aircraft at all times during the Term of this Lease.\n\n     (d) Represents and warrants that Lessee has selected the Aircraft, manufacturer and vendor\nthereof, and all maintenance facilities required hereby.\n\n     (e) Covenants that it shall maintain all logs, books and records (including any computerized\nmaintenance records) pertaining to the Aircraft and engines and their maintenance during the Term\nin accordance with FAA rules and regulations.", "source": "agreement_19.md" }, { "id": "432", "text": "(f) Represents and warrants that throughout the Term of this Lease, Lessee will not use or\noperate and will not permit the Aircraft to be used or operated “predominately” outside the United\nStates as that phrase is used in Section 168(g)(1)(A) of the Code.\n\n     (g) Represents that it is and covenants that it will remain in material compliance with all\nlaws and regulations applicable to it including, without limitation, (i) ensuring that no person\nwho owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the\nSpecially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets\nControl (“**OFAC**”), Department of the Treasury, and/or any other similar lists maintained by OFAC\npursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under\nSection 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling\nlegislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank\nSecrecy Act (“**BSA**”) laws, regulations and government guidance on BSA compliance and on the\nprevention and detection of money laundering violations.\n\n     (h) Covenants that it shall duly qualify to do business in any jurisdiction(s) where the\nAircraft shall have its primary hangar location.", "source": "agreement_19.md" }, { "id": "433", "text": "| | | |\n| --- | --- | --- |\n| **17.** | | **EARLY TERMINATION:** |\n\n\n\n     (a) On or after the First Termination Date (specified in Annex B), Lessee may, so long as no\nEvent of Default or any event or occurrence which with the giving of notice or passage of time or\nboth would result in an Event of Default exists and continues under this Lease, terminate this Lease\nas of a Rent Payment Date (**“Termination Date”**). Lessee must give Lessor at least ninety (90) days\nprior written notice of the termination.\n\n     (b) Lessee shall, and Lessor may, solicit cash bids for the Aircraft on an AS IS, WHERE IS\nbasis without recourse to or warranty from Lessor, express or implied (other than the absence of\nany liens created by or through Lessor) (**“AS IS BASIS”**). Prior to the Termination Date, Lessee\nshall, (i) certify to Lessor any bids received by Lessee; and (ii) pay to Lessor, (a) the\nTermination Value (calculated as of the Termination Date) for the Aircraft; and (b) all Rent and\nother sums due and unpaid as of the Termination Date. Neither Lessee nor its agents shall be\npermitted to bid.", "source": "agreement_19.md" }, { "id": "434", "text": "(c) If all amounts due hereunder have been paid on the Termination Date, Lessor shall (i) sell\nthe Aircraft on an AS IS BASIS for cash to the highest bidder; and (ii) refund the proceeds of such\nsale (net of any related expenses) to Lessee up to the amount of the Termination Value paid by\nLessee. If such sale is not consummated, no termination shall occur and Lessor shall refund the\nTermination Value (less any expenses incurred by Lessor) to Lessee.\n\n     (d) Notwithstanding the foregoing, Lessor may elect by written notice, at any time prior to\nthe Termination Date, not to sell the Aircraft. In that event, on the Termination Date Lessee\nshall: (i) return the Aircraft (in accordance with Section 11); and (ii) pay to Lessor all amounts\nrequired (x) under Section 17(b)(ii)(a) less the amount of the highest bid certified by Lessee to\nLessor and (y) under Section 17(b)(ii)(b).\n\n     (e) If Lessor exercises its rights to increase Lessee’s rental obligations under Section 3(a),\nLessee may, upon ninety (90) days notice and so long as no default exists under the this Lease,\nterminate this Lease as of any Rent Payment Date\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **18.** | | **EARLY PURCHASE OPTION:** |", "source": "agreement_19.md" }, { "id": "435", "text": "(a) On the Early Purchase Option Date (specified in Annex B), Lessee may, so long as no Event\nof Default or any event or occurrence which with the giving of notice or passage of time or both\nwould result in an Event of Default exists hereunder and this Lease has not been earlier\nterminated, purchase the Aircraft on an AS IS BASIS for cash equal to the Early Purchase Option\nPrice (specified on Annex B), plus all applicable sales taxes. Lessee must give Lessor at least\nthirty (30) days, but not more than ninety (90) days, prior written notice of the purchase. Lessor\nand Lessee agree that the Option Price is a reasonable prediction of the price that a willing buyer\n(who is neither a lessee in possession or a used aircraft dealer) would pay for the Aircraft on the\nEarly Purchase Option Date in an arm’s length transaction to a willing seller under no compulsion\nto sell.\n\n     (b) If Lessee has elected to purchase the Aircraft, then on the Early Purchase Option Date\nLessee shall pay to Lessor the Early Purchase Option Price (plus all applicable sales taxes)\ntogether with any Rent and other sums due and unpaid on the Early Purchase Option Date. Upon\nreceipt of indefeasible payment in full of such amounts by Lessor, Lessor shall convey all of its\nright, title and interest in and to the Aircraft to Lessee on an AS IS BASIS without representation\nor warranties of any kind, other than the absence of liens created by or through Lessor.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **19.** | | **END OF LEASE PURCHASE OPTION:** |", "source": "agreement_19.md" }, { "id": "436", "text": "(a) On the Expiration Date (specified in Annex B), Lessee may, so long as no Event of Default\nor any event or occurrence which with the giving of notice or passage of time or both would result\nin an Event of Default exists hereunder and this Lease has not been earlier terminated, purchase\nthe Aircraft on an AS IS BASIS for cash equal to its then Fair Market Value (plus all applicable\nsales taxes together with any Rent and other sums due and unpaid on the Expiration Date). Upon\nreceipt of indefeasible payment in full of such amounts by Lessor, Lessor shall convey all of its\nright, title and interest in and to the Aircraft to lessee on an AS IS BASIS without representation\nor warranties of any kind, other than the absence of liens created by or through Lessor. Lessee\nmust give Lessor at least ninety (90) days, but not more than one hundred eighty (180) days, prior\nwritten notice of its intent to purchase.", "source": "agreement_19.md" }, { "id": "437", "text": "(b) **“Fair Market Value”** shall mean the price which a willing buyer (who is neither a lessee in\npossession nor a used equipment dealer) would pay for the Aircraft in an arm’s-length transaction\nto a willing seller under no compulsion to sell. In determining the Fair Market Value: (i) the\nAircraft shall be assumed to be in the condition in which it is required to be maintained and\nreturned under this Lease, (ii) any installed additions to the Aircraft shall be valued on an\ninstalled basis; and (iii) costs of removal of the Aircraft from the current location shall not be\na deduction from the value of the Aircraft. If Lessor and Lessee are unable to agree on the Fair\nMarket Value at least sixty (60) days before Lease expiration, Lessor shall appoint an independent\nappraiser (reasonably acceptable to Lessee) to determine Fair Market Value. The independent\nappraisers determination shall be final, binding and conclusive. Lessee shall bear all costs\nassociated with any such appraisal.\n\n     (c) Lessee shall be deemed to have waived this purchase option unless it provides Lessor with\nwritten notice of its irrevocable election to exercise the option within fifteen (15) days after\nthe Fair Market Value is told to Lessee.\n\n\n\n\n| | | |\n| --- | --- | --- |\n| **20.** | | **MISCELLANEOUS:** |", "source": "agreement_19.md" }, { "id": "438", "text": "(a) LESSEE AND LESSOR HEREBY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM\nOR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LEASE, ANY OF THE RELATED DOCUMENTS, ANY\nDEALINGS BETWEEN LESSEE AND LESSOR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY\nRELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR.\nTHE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE\nFILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR\nIN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR\nMODIFICATIONS TO THIS LEASE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS\nRELATING TO THIS TRANSACTION . THIS LEASE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE\nCOURT.\n\n     (b) The Aircraft shall remain Lessor’s property unless Lessee purchases the Aircraft from\nLessor, and until such time Lessee shall only have the right to use the Aircraft as a lessee. Any\ncancellation or termination by Lessor of this Lease, pursuant to the provisions of this Lease,\nshall not release Lessee from any then outstanding obligations to Lessor hereunder (unless\notherwise expressly stated herein).", "source": "agreement_19.md" }, { "id": "439", "text": "(c) Time is of the essence of this Lease. Lessee agrees, upon Lessor’s request, to execute,\nor otherwise authenticate, any document, record or instrument necessary or expedient for filing,\nrecording or perfecting the interest of Lessor or to carry out the intent of this Agreement. In\naddition, Lessee hereby authorizes Lessor to file a financing statement and amendments thereto\ndescribing the Aircraft and any engines, attachments, appurtenances and parts relating thereto and\ncontaining any other information required by the applicable Uniform Commercial Code. At the\nrequest of Lessor following any expiration or termination of this Lease, Lessee shall execute and\ndeliver to Lessor, for filing with the FAA, such documents as Lessor shall require to evidence and\nconfirm the expiration or termination of this Lease and the release of the Aircraft from the terms\nand conditions hereof, and if Lessee fails for any reason to execute and deliver such documents to\nLessor, Lessee hereby irrevocably authorizes Lessor to sign Lessee’s name to such documents and\nfile such documents with the FAA. Lessee hereby ratifies its prior authorization for Lessor to\nfile financing statements and amendments thereto describing the Aircraft and containing any other\ninformation required by any applicable law (including without limitation the Uniform Commercial\nCode) if filed prior to the date hereof. All notices required to be given hereunder shall be\ndeemed adequately given if delivered in hand or sent by registered or certified mail to the\naddressee at its address stated herein, or at such other place as such addressee may have\ndesignated in writing. This Lease together with the Annexes hereto constitute the entire agreement\nof the parties with respect to the subject matter hereof, and all Annexes referenced herein are", "source": "agreement_19.md" }, { "id": "440", "text": "of the parties with respect to the subject matter hereof, and all Annexes referenced herein are\nincorporated herein by reference. NO VARIATION OR MODIFICATION OF THIS LEASE OR ANY WAIVER OF ANY\nOF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED\nREPRESENTATIVE OF EACH PARTY TO THIS LEASE.", "source": "agreement_19.md" }, { "id": "441", "text": "(d) If Lessee does not comply with any provision of this Agreement, Lessor shall have the\nright, but shall not be obligated, to effect such compliance, in whole or in part. All reasonable\namounts spent and obligations incurred or assumed by Lessor in effecting such compliance shall\nconstitute additional Rent due to Lessor. Lessee shall pay the additional Rent within ten days\nafter the date Lessor sends an invoice to Lessee requesting payment. Lessor’s effecting such\ncompliance shall not be a waiver of any Event of Default.\n\n     (e) Any Rent or other amount not paid to Lessor when due shall bear interest from the due date\nuntil paid, at the lesser of twelve percent (12%) per annum or the maximum rate allowed by law.\nAny provisions in this Lease which are in conflict with any statute, law or applicable rule shall\nbe deemed omitted, modified or altered to conform thereto. Notwithstanding anything to the\ncontrary contained in this Lease, in no event shall this Lease require the payment or permit the\ncollection of amounts in excess of the maximum permitted by applicable law.", "source": "agreement_19.md" }, { "id": "442", "text": "(f) THIS LEASE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS\nBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CONNECTICUT\n(WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF\nCONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE AIRCRAFT.\n\n     (g) This Lease may be executed in any number of counterparts, all of which taken together\nshall constitute one and the same instrument, and either of the parties hereto may execute this\nLease by signing any such counterpart.", "source": "agreement_19.md" }, { "id": "443", "text": "(h) Each party hereto agrees to keep confidential, the terms and provisions of the Documents\nand the transactions contemplated hereby and thereby (collectively, the “**Transactions**”).\nNotwithstanding the foregoing, the obligations of confidentiality contained herein, as they relate\nto the Transactions, shall not apply to the federal tax structure or federal tax treatment of the\nTransactions, and each party hereto (and any employee, representative, or agent of any party\nhereto) may disclose to any and all persons, without limitation of any kind, the federal tax\nstructure and federal tax treatment of the Transactions. The preceding sentence is intended to\ncause each Transaction to be treated as not having been offered under conditions of confidentiality\nfor purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations\npromulgated under Section 6011 of the Internal Revenue Code of 1986, as amended, and shall be\nconstrued in a manner consistent with such purpose. In addition, each party hereto acknowledges\nthat it has no proprietary or exclusive rights to the federal tax structure of the Transactions or\nany federal tax matter or federal tax idea related to the Transactions .", "source": "agreement_19.md" }, { "id": "444", "text": "**IN WITNESS WHEREOF,** Lessee and Lessor have caused this Lease to be executed by their\nduly authorized representatives as of the date first above written.\n\n\n\n\n| | | | | | | | | |\n\n| LESSOR: | | | | LESSEE: |\n|   | | | | | | | | |\n| **CFS Air, LLC** | | | | **Air Logistics, L.L.C.** |\n| **By its Manager** | | | | **By its Manager** |\n| **General Electric Capital Corporation** | | | | **William E. Chiles** |\n|   | | | | | | | | |\n| By:\n | | | | | | By: | | |\n|  \n | | | | | | | | |\n|   | | | | | | | | |\n| Name:\n | | | | | | Name:\n | | William E. Chiles |\n|  \n | | | | | | | | |\n|   | | | | | | | | |\n| Title:\n | | | | | | Title:\n | | Manager |\n|  \n | | | | | | | | |\n\n\n\n \n\n\n\n\n\n\n---", "source": "agreement_19.md" }, { "id": "445", "text": "**ANNEX A (SN**     **) \n\nTO AIRCRAFT LEASE AGREEMENT (SN**     **) \n\nDATED AS OF DECEMBER \\_\\_\\_\\_\\_\\_, 2005 \n\nDescription of Aircraft, Lessor’s Cost, and Aircraft Markings**\n\n\n\n\n| | | |\n\n| | | |\n| **I.** **Description** | | **Cost: $[See Schedule I]** |\n\n\n\nSikorsky Model S-76C Helicopter which consists of the following components:\n\n(a) Airframe\nbearing FAA Registration Mark     and Manufacturer’s Serial No.  ;\n\n(b) Two (2) Turbomeca Arriel 2S1 engines bearing Manufacturer’s Serial Nos.\nand     respectively (each of which has 750 or more rated takeoff\nhorsepower or the equivalent of such horsepower);\n\n(c) Four (4) 76150-09100-053 main rotor blades bearing Manufacturer’s Serial\nNos.   ,   ,     and      ;\n\n(d) All other property essential and appropriate to the operation\nof the Aircraft, including but not limited to all instruments,\navionics, auxiliary power units, equipment and accessories attached\nto, connected with or related to the Aircraft, and all logs,\nmanuals and other documents issued for, or reflecting use or\nmaintenance of, the Aircraft.\n\n**Capitalized Lessor’s Cost**     **$[See Schedule I]**\n\n**II. Aircraft Markings (referenced in the MAINTENANCE Section of Lease)**\n\n(a) None, unless Aircraft is operated outside the United States and then; Four-by-six\ninch plaque to be maintained in cockpit and affixed in conspicuous position stating:\n\n**CFS Air, LLC** Owner and Lessor.", "source": "agreement_19.md" }, { "id": "446", "text": "**CFS Air, LLC** Owner and Lessor. \n\n**Air Logistics, L.L.C.** Lessee under a certain \n\nLease (SN     ) dated as of **December \\_\\_\\_\\_\\_, 2005** \n\nhas operational control of this aircraft.\n\n(b) Similar markings shall be permanently affixed to each engine.\n\nInitials:\n\n\n\n\n| | | | | | | | | | | |\n\n| Lessee:\n | | | | | | Lessor | | | | |\n|  \n | |   | | | | | |   | | |", "source": "agreement_19.md" }, { "id": "447", "text": "**ANNEX B (SN**     **) \n\nDATED THIS DECEMBER \\_\\_\\_\\_\\_\\_, 2005 \n\nTO AIRCRAFT LEASE AGREEMENT (SN**     **) \n\nDATED AS OF DECEMBER \\_\\_\\_\\_\\_, 2005**\n\n\n\n\n| | | | | |\n\n| Lessor & Mailing Address:\n | | | | Lessee & Mailing Address: |\n| **CFS Air, LLC**\n | | | | **Air Logistics, L.L.C.** |\n| **44 Old Ridgebury Road**\n | | | | **4605 Industrial Drive** |\n| **Danbury, CT 06810**\n | | | | **New Iberia, LA 70560** |\n\n\n\nCapitalized terms not defined herein shall have the meanings assigned to them in the Aircraft Lease\nAgreement (SN     ) identified above.\n\n**A. Aircraft.**\n\n     Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to Lessee the\nAircraft described on Annex A (SN     ) to the Lease.\n\n**B. Financial Terms.**\n\n\n\n\n| | | | | | | | | |", "source": "agreement_19.md" }, { "id": "448", "text": "|  \n | | 1. \n | | Advance Rent (if any):\n | | **(a) Amount: N/A.** | | |\n|  \n | | | | | | **(b) Due Date: N/A** | | |\n|  \n | | 2. \n | | Capitalized Lessor’s Cost:\n | | **$[See Schedule I]** | | |\n|  \n | | 3. \n | | Basic Term Commencement Date:\n | | **January 2, 2006**. | | |\n|  \n | | 4. \n | | Basic Term:\n | | **One Hundred Twenty (120) months**. | | |\n|  \n | | 5. \n | | First Basic Term Rent Date:\n | | **January 2, 2006**. | | |\n|  \n | | 6. \n | | Basic Term Rent Dates:\n | | **2****nd** **day of every month.** | | |\n|  \n | | 7. \n | | First Termination Date:\n | | **(24) months after the Basic Term Commencement Date.** | | |\n|  \n | | 8. \n | | Last Basic Term Rent Date:\n | | **December 2, 2015**. | | |\n|  \n | | 9. \n | | Last Delivery Date:\n | | **December 30, 2005** . | | |\n|", "source": "agreement_19.md" }, { "id": "449", "text": "| | Last Delivery Date:\n | | **December 30, 2005** . | | |\n|  \n | | 10. \n | | Primary Hangar Location:\n | | **4605 Industrial Drive, New Iberia, LA 70560** | | |\n|  \n | | 11. \n | | Supplier:\n | | **Sikorsky Aircraft Corporation** | | |\n|  \n | | 12. \n | | Lessee Federal Tax ID No.:\n | | **72-1412904.** | | |\n|  \n | | 13. \n | | Early Purchase Option:\n | | Option Date: **January 2, 2011** | | |\n|  \n | | | | | | \nOption Price: **$[See Schedule I]** | | |\n|  \n | | 14. \n | | Expiration Date:\n | | **January 1, 2016**. | | |\n|  \n | | 15. \n | | Daily Lease Rate Factor:\n | | **[See Schedule I]%** | | |\n|  \n | | 16. \n | | Basic Term Lease Rate Factor: | | | | |\n|  \n | | | | | | **Factor**               \n                 **Rental No.** | | |\n|  \n | | | | | | **[See Schedule I]%**              **1 – 60** | | |\n|", "source": "agreement_19.md" }, { "id": "450", "text": "|  \n | | | | | | **[See Schedule I]%**              **61-120** | | |", "source": "agreement_19.md" }, { "id": "451", "text": "**C. Tax Benefits.**\n\n     Depreciation Deductions:\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | a. | | Depreciation Method: 200% declining balance method, switching to straight line\nmethod for the 1st taxable year for which using the straight line method with respect to\nthe adjusted basis as of the beginning of such year will yield a larger allowance. |\n| |\n| | b. | | Recovery Period: **Five (5) years** |\n| |\n| | c. | | Basis: **100%** of Capitalized Lessor’s Cost. |", "source": "agreement_19.md" }, { "id": "452", "text": "**D. Term and Rent** (Rent shall mean Interim Rent and Basic Term Rent) **.**\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Interim Rent. For the period from and including the Commencement Date to the Basic\nTerm Commencement Date (**“Interim Period”**), Lessee shall pay as Rent (**“Interim Rent”**) for\nthe Aircraft, the product of the Daily Lease Rate Factor times the Capitalized Lessor’s\nCost of the Aircraft on this Annex B (SN     ) times the number of days in the Interim\nPeriod. Interim Rent shall be due on **January 2, 2006**. |\n| |\n| | 2. | | Basic Term Rent. Commencing on **January 2, 2006** and on the same day of each **month**\nthereafter (each, a **“Rent Payment Date”**) during the Basic Term, Lessee shall pay as Rent\n(**“Basic Term Rent”**) the product of the Basic Term Lease Rate Factor times the\nCapitalized Lessor’s Cost of the Aircraft on this Annex B (SN     ). |\n\n\n\n**E. Insurance.**\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Public Liability: **$** **50,000,000.00** total liability per occurrence. |\n| |\n| | 2. | | Casualty and Property Damage: An amount which is not less than the then\nStipulated Loss Value of the Aircraft. |\n\n\n\n**F. Funding Holdback.**", "source": "agreement_19.md" }, { "id": "453", "text": "**F. Funding Holdback.**\n\nThe Capitalized Lessor’s Cost set forth above and the Stipulated Loss and Termination\nValue Tables shown in Annex F (SN     ) include **$[See Schedule I]** (the “**Holdback Amount**”)\nto be held by Lessor and released to Lessee per the terms of the Additional Collateral\nAgreement dated December\\_\\_\\_, 2005. Lessor shall pay the Holdback Amount in\nconsideration for, among other obligations, transfer of title to the Aircraft on the\nCommencement Date.\n\n**G. Amendments to Lease.**\n\nExcept as expressly modified hereby, all terms and provisions of the Lease shall remain in full\nforce and effect. This Annex B is not binding or effective with respect to the Lease or the\nAircraft until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and\nLessee, respectively.", "source": "agreement_19.md" }, { "id": "454", "text": "**IN WITNESS WHEREOF,** Lessee and Lessor have caused this Annex B to be executed by\ntheir duly authorized representatives as of the date first above written.\n\n\n\n\n| | | | | | | | | |", "source": "agreement_19.md" }, { "id": "455", "text": "| LESSOR: | | | | LESSEE: |\n|   | | | | | | | | |\n| **CFS Air, LLC** | | | | **Air Logistics, L.L.C.** |\n| **By its Manager** | | | | **By its Manager** |\n| **General Electric Capital Corporation** | | | | **William E. Chiles** |\n|   | | | | | | | | |\n| By:\n | | | | | | By: | | |\n|  \n | | | | | | | | |\n|   | | | | | | | | |\n| Name:\n | | | | | | Name:\n | | William E. Chiles |\n|  \n | | | | | | | | |\n|   | | | | | | | | |\n| Title:\n | | | | | | Title:\n | | Manager |\n|  \n | | | | | | | | |\n|   | | | | | | | | |\n| | | | | | | **Attest** |\n|   | | | | | | | | |\n|  \n | | | | | | By: | | |\n|", "source": "agreement_19.md" }, { "id": "456", "text": "|  \n | | | | | | By: | | |\n|  \n | | | | | | | | |\n|   | | | | | | | | |\n|  \n | | | | | | Name: | | |\n|  \n | | | | | | | | |", "source": "agreement_19.md" }, { "id": "457", "text": "**ANNEX C (SN**     **) \n\nTO \n\nTO AIRCRAFT LEASE AGREEMENT (SN**     **) \n\nDATED AS OF DECEMBER \\_\\_\\_\\_\\_\\_, 2005**\n\n**BILL OF SALE**\n\n**Air Logistics, L.L.C.** (the **“Seller”**), in consideration of the sum of **[See Schedule I]** plus\nsales taxes in the amount of **Zero Dollars** (**$0.00**) paid by **CFS Air, LLC** (together with its\nsuccessors and assigns, if any, the **“Buyer”**), receipt of which is acknowledged, hereby grants,\nsells, assigns, transfers and delivers to Buyer the aircraft (the **“Aircraft”**) described in Annex\nA (SN ) to the above referenced Aircraft Lease Agreement (SN ) (**“Lease”**), along with\nwhatever claims and rights Seller may have against the manufacturer and/or supplier of the\nAircraft (the **“Supplier”**), including but not limited to all warranties and representations.\n\nBuyer is purchasing the Aircraft for leasing to Lessee pursuant to the Lease. Seller represents\nand warrants to Buyer that (1) Buyer will acquire by the terms of this Bill of Sale good title to\nthe Aircraft free from all liens and encumbrances whatsoever; and (2) Seller has the right to\nsell the Aircraft.", "source": "agreement_19.md" }, { "id": "458", "text": "Seller agrees to save and hold harmless Buyer from and against any and all federal, state,\nmunicipal and local license fees and taxes of any kind or nature, including, without limiting the\ngenerality of the foregoing, any and all excise, personal property, use and sales taxes, VAT,\nstamp, withholding, and from and against any and all liabilities, obligations, losses, damages,\npenalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or\nasserted against Buyer as a consequence of the sale of the Aircraft to Buyer.", "source": "agreement_19.md" }, { "id": "459", "text": "**IN WITNESS WHEREOF,** Seller has executed this Bill of Sale this \\_\\_\\_day of\nDecember, 2005.\n\n\n\n\n| | | | | |\n\n| | | SELLER: |\n|   | | | | |\n| | | **Air Logistics, L.L.C.** |\n| | | **By its Manager** |\n| | | **William E. Chiles** |\n|   | | | | |\n|  \n | | By: | | |\n|  \n | | | | |\n|   | | | | |\n|  \n | | Name:\n | | William E. Chiles |\n|   | | | | |\n|  \n | | Title:\n | | Manager |\n\n\n\n \n\n\n\n\n\n\n---\n\n\n\n\n##### \n\n\n\n\n\n**ANNEX D**\n\n**CERTIFICATE (SN**     **)**\n\nCERTIFICATE OF MANAGERS/MEMBERS OF AIR LOGISTICS, L.L.C.\n\n***INTENTIONALLY OMITTED***\n\n \n\n\n\n\n\n\n---", "source": "agreement_19.md" }, { "id": "460", "text": "**ANNEX E**\n\n**CERTIFICATE OF ACCEPTANCE (SN**     **)**\n\n     **AIRCRAFT LEASE AGREEMENT (SN**     **)** dated as of **December \\_\\_\\_, 2005** (the\n**“Lease”**), between **CFS Air, LLC** together with its successors and assigns, if any, as lessor (the\n**“Lessor”**), and **Air Logistics, L.L.C.** as lessee (the **“Lessee”**).\n\n     **A.**The Aircraft: Lessee hereby certifies, as of the date set forth below, that the Aircraft\nas set forth and described in Annex A (SN     ) to the Lease has been delivered to Lessee,\ninspected by Lessee, found to be in good order and fully equipped to operate as required under\napplicable law for its intended purpose, and is fully and finally accepted under the Lease.\n\n     **B**. Representations by Lessee: Lessee hereby represents and warrants to Lessor that on the\ndate hereof:", "source": "agreement_19.md" }, { "id": "461", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (1) | | The representations and warranties of Lessee set forth in the Lease and all\ncertificates delivered in connection therewith were true and correct in all respects\nwhen made and are true and correct as of the date hereof. |\n| |\n| | (2) | | Lessee has satisfied or complied with all conditions precedent and requirements\nset forth in the Lease which are required to be or to have been satisfied or complied\nwith on or prior to the date hereof. |\n| |\n| | (3) | | No Default or Event of Default under the Lease has occurred and is continuing\non the date hereof. |\n| |\n| | (4) | | Lessee has obtained, and there are in full force and effect, such insurance\npolicies with respect to the Aircraft, as are required to be obtained under the terms\nof the Lease. |\n| |\n| | (5) | | Lessee has furnished no equipment for the Aircraft other than as sold to Lessor\nand as stated on Annex A (SN     ) hereto or permitted as an addition thereto\npursuant to the Lease. |\n| |\n| | (6) | | The Lessee has inspected the Aircraft and all pertinent records therefor and\nthe Aircraft has no damage history. |", "source": "agreement_19.md" }, { "id": "462", "text": "**IN WITNESS WHEREOF**, Lessee has caused this Certificate of Acceptance to be duly\nexecuted by its officers thereunto duly authorized.\n\n\n\n\n| | | | | | | |\n\n| | | Lessee: | | |\n| | | **Air Logistics, L.L.C.** | | |\n| | | **By its Manager** | | |\n| | | **William E. Chiles** | | |\n|   | | | | | | |\n|  \n | | By: | | | | |\n|  \n | | | | | | |\n|   | | | | | | |\n| | | Name: William E. Chiles | | |\n|   | | | | | | |\n| | | Title: Manager | | |\n|   | | | | | | |\n| | | Date: | | |\n|  \n | | | | | | |\n\n\n\n \n\n\n\n\n\n\n---", "source": "agreement_19.md" }, { "id": "463", "text": "**ANNEX F (SN )**\n\n**Stipulated Loss and Termination Values**\n\n     The Stipulated Loss and Termination Value of the Aircraft shall be the\npercentage of Capitalized Lessor’s Cost of the aircraft set forth opposite the applicable\nrent payment.\n\n**Capitalized\nLessor’s Cost   $ [See Schedule I]**\n\n\n\n\n| | | | | | | | | |\n| # of | | | | | | stipulated |\n| base | | termination | | loss |\n| payments | | value | | value |", "source": "agreement_19.md" }, { "id": "464", "text": "| 1  | | | 103.300 | | | | 103.300 | |\n| 2  | | | 103.236 | | | | 103.236 | |\n| 3  | | | 103.004 | | | | 103.004 | |\n| 4  | | | 102.744 | | | | 102.744 | |\n| 5  | | | 102.475 | | | | 102.475 | |\n| 6  | | | 102.198 | | | | 102.198 | |\n| 7  | | | 101.911 | | | | 101.911 | |\n| 8  | | | 101.621 | | | | 101.621 | |\n| 9  | | | 101.322 | | | | 101.322 | |\n| 10 | | | 101.013 | | | | 101.013 | |\n| 11 | | | 100.702 | | | | 100.702 | |\n| 12 | | | 100.381 | | | | 100.381 | |\n| 13 | | | 100.051 | | | | 100.051 | |\n| 14 | | | 99.717 | | | | 99.717 | |", "source": "agreement_19.md" }, { "id": "465", "text": "| 14 | | | 99.717 | | | | 99.717 | |\n| 15 | | | 99.380 | | | | 99.380 | |\n| 16 | | | 99.036 | | | | 99.036 | |\n| 17 | | | 98.686 | | | | 98.686 | |\n| 18 | | | 98.329 | | | | 98.329 | |\n| 19 | | | 97.965 | | | | 97.965 | |\n| 20 | | | 97.598 | | | | 97.598 | |\n| 21 | | | 97.224 | | | | 97.224 | |\n| 22 | | | 96.844 | | | | 96.844 | |\n| 23 | | | 96.460 | | | | 96.460 | |\n| 24 | | | 96.069 | | | | 96.069 | |\n| 25 | | | 95.672 | | | | 95.672 | |\n| 26 | | | 95.272 | | | | 95.272 | |\n| 27 | | | 94.867 | | | | 94.867 | |", "source": "agreement_19.md" }, { "id": "466", "text": "| 27 | | | 94.867 | | | | 94.867 | |\n| 28 | | | 94.459 | | | | 94.459 | |\n| 29 | | | 94.046 | | | | 94.046 | |\n| 30 | | | 93.629 | | | | 93.629 | |\n| 31 | | | 93.207 | | | | 93.207 | |\n| 32 | | | 92.783 | | | | 92.783 | |\n| 33 | | | 92.353 | | | | 92.353 | |", "source": "agreement_19.md" }, { "id": "467", "text": "Initials: Lessee                         Lessor:", "source": "agreement_19.md" }, { "id": "468", "text": "| | | | | | | | | |\n| # of | | | | | | stipulated |\n| base | |             termination | | loss |\n| payments | |             value | | value |", "source": "agreement_19.md" }, { "id": "469", "text": "| 34 | | | 91.919 | | | | 91.919 | |\n| 35 | | | 91.482 | | | | 91.482 | |\n| 36 | | | 91.041 | | | | 91.041 | |\n| 37 | | | 90.595 | | | | 90.595 | |\n| 38 | | | 90.146 | | | | 90.146 | |\n| 39 | | | 89.693 | | | | 89.693 | |\n| 40 | | | 89.236 | | | | 89.236 | |\n| 41 | | | 88.775 | | | | 88.775 | |\n| 42 | | | 88.310 | | | | 88.310 | |\n| 43 | | | 87.841 | | | | 87.841 | |\n| 44 | | | 87.368 | | | | 87.368 | |\n| 45 | | | 86.892 | | | | 86.892 | |\n| 46 | | | 86.411 | | | | 86.411 | |\n| 47 | | | 85.927 | | | | 85.927 | |", "source": "agreement_19.md" }, { "id": "470", "text": "| 47 | | | 85.927 | | | | 85.927 | |\n| 48 | | | 85.439 | | | | 85.439 | |\n| 49 | | | 84.947 | | | | 84.947 | |\n| 50 | | | 84.451 | | | | 84.451 | |\n| 51 | | | 83.952 | | | | 83.952 | |\n| 52 | | | 83.450 | | | | 83.450 | |\n| 53 | | | 82.945 | | | | 82.945 | |\n| 54 | | | 82.438 | | | | 82.438 | |\n| 55 | | | 81.928 | | | | 81.928 | |\n| 56 | | | 81.414 | | | | 81.414 | |\n| 57 | | | 80.898 | | | | 80.898 | |\n| 58 | | | 80.379 | | | | 80.379 | |\n| 59 | | | 79.857 | | | | 79.857 | |\n| 60 | | | 79.332 | | | | 79.332 | |", "source": "agreement_19.md" }, { "id": "471", "text": "| 60 | | | 79.332 | | | | 79.332 | |\n| 61 | | | 78.803 | | | | 78.803 | |\n| 62 | | | 78.110 | | | | 78.110 | |\n| 63 | | | 77.413 | | | | 77.413 | |\n| 64 | | | 76.715 | | | | 76.715 | |\n| 65 | | | 76.015 | | | | 76.015 | |\n| 66 | | | 75.314 | | | | 75.314 | |\n| 67 | | | 74.611 | | | | 74.611 | |\n| 68 | | | 73.903 | | | | 73.903 | |\n| 69 | | | 73.195 | | | | 73.195 | |\n| 70 | | | 72.485 | | | | 72.485 | |\n| 71 | | | 71.770 | | | | 71.770 | |\n| 72 | | | 71.054 | | | | 71.054 | |\n| 73 | | | 70.337 | | | | 70.337 | |", "source": "agreement_19.md" }, { "id": "472", "text": "| 73 | | | 70.337 | | | | 70.337 | |\n| 74 | | | 69.615 | | | | 69.615 | |\n| 75 | | | 68.889 | | | | 68.889 | |\n| 76 | | | 68.161 | | | | 68.161 | |\n| 77 | | | 67.432 | | | | 67.432 | |\n| 78 | | | 66.703 | | | | 66.703 | |\n| 79 | | | 65.971 | | | | 65.971 | |", "source": "agreement_19.md" }, { "id": "473", "text": "Initials: Lessee                         Lessor:", "source": "agreement_19.md" }, { "id": "474", "text": "| | | | | | | | | |\n| # of | | | | | | stipulated |\n| base | |             termination | | loss |\n| payments | |             value | | value |", "source": "agreement_19.md" }, { "id": "475", "text": "| 80 | | | 65.236 | | | | 65.236 | |\n| 81 | | | 64.499 | | | | 64.499 | |\n| 82 | | | 63.761 | | | | 63.761 | |\n| 83 | | | 63.019 | | | | 63.019 | |\n| 84 | | | 62.275 | | | | 62.275 | |\n| 85 | | | 61.530 | | | | 61.530 | |\n| 86 | | | 60.781 | | | | 60.781 | |\n| 87 | | | 60.027 | | | | 60.027 | |\n| 88 | | | 59.273 | | | | 59.273 | |\n| 89 | | | 58.516 | | | | 58.516 | |\n| 90 | | | 57.759 | | | | 57.759 | |\n| 91 | | | 57.001 | | | | 57.001 | |\n| 92 | | | 56.238 | | | | 56.238 | |\n| 93 | | | 55.474 | | | | 55.474 | |", "source": "agreement_19.md" }, { "id": "476", "text": "| 93 | | | 55.474 | | | | 55.474 | |\n| 94 | | | 54.708 | | | | 54.708 | |\n| 95 | | | 53.938 | | | | 53.938 | |\n| 96 | | | 53.167 | | | | 53.167 | |\n| 97 | | | 52.395 | | | | 52.395 | |\n| 98 | | | 51.619 | | | | 51.619 | |\n| 99 | | | 50.838 | | | | 50.838 | |\n| 100 | | | 50.055 | | | | 50.055 | |\n| 101 | | | 49.272 | | | | 49.272 | |\n| 102 | | | 48.487 | | | | 48.487 | |\n| 103 | | | 47.701 | | | | 47.701 | |\n| 104 | | | 46.911 | | | | 46.911 | |\n| 105 | | | 46.119 | | | | 46.119 | |\n| 106 | | | 45.327 | | | | 45.327 | |", "source": "agreement_19.md" }, { "id": "477", "text": "| 106 | | | 45.327 | | | | 45.327 | |\n| 107 | | | 44.530 | | | | 44.530 | |\n| 108 | | | 43.731 | | | | 43.731 | |\n| 109 | | | 42.932 | | | | 42.932 | |\n| 110 | | | 42.128 | | | | 42.128 | |\n| 111 | | | 41.319 | | | | 41.319 | |\n| 112 | | | 40.510 | | | | 40.510 | |\n| 113 | | | 39.699 | | | | 39.699 | |\n| 114 | | | 38.887 | | | | 38.887 | |\n| 115 | | | 38.073 | | | | 38.073 | |\n| 116 | | | 37.256 | | | | 37.256 | |\n| 117 | | | 36.437 | | | | 36.437 | |\n| 118 | | | 35.617 | | | | 35.617 | |\n| 119 | | | 34.792 | | | | 34.792 | |", "source": "agreement_19.md" }, { "id": "478", "text": "| 119 | | | 34.792 | | | | 34.792 | |\n| 120 | | | 33.966 | | | | 33.966 | |", "source": "agreement_19.md" }, { "id": "479", "text": "[Note – Termination and Stipulated Loss Values may vary in individual leases by immaterial amounts.]\n\nInitials: Lessee                         Lessor:", "source": "agreement_19.md" }, { "id": "480", "text": "**ANNEX\nG (SN     ) \n\nTO \n\nAIRCRAFT LEASE (SN ) DATED DECEMBER \\_\\_\\_\\_\\_, 2005 \n\nADDITIONAL MAINTENANCE AND RETURN CONDITIONS**\n\nThe above captioned Aircraft Lease Agreement (SN ) between **CFS Air, LLC** (“**Lessor**”) and\n**Air Logistics, L.L.C.** (“**Lessee**”) shall be amended by adding the following:\n\n     GENERAL CONDITIONS:\n\n     (1) Upon Lease termination, Lessee shall, at Lessee’s expense, return the Aircraft to a\nlocation in the Continental United States as Lessor shall designate. Lessee shall take reasonable\ncare to protect the Aircraft from damage and mechanical and appearance degradation. Such\nreasonable care shall include, but not be limited to, installation of all covers, tie-downs, and\nother protective, shipping or storage devices delivered to Lessee with the Aircraft at Lease\ninception.\n\n     (2) Upon Lease termination, it is agreed that, if requested in writing, Lessee will use\nreasonable efforts to locate and secure adequate indoor hangar facilities for the storage of the\nAircraft. All costs incurred by Lessee in securing hangar facilities for the Aircraft will be\nreimbursed by Lessor on a “net-net” basis, and only after Lessee has received written authorization\nfrom Lessor to secure such storage, including the rate to be paid.", "source": "agreement_19.md" }, { "id": "481", "text": "(3) If so requested in writing by Lessor, Lessee shall, at Lessor’s expense, maintain\nuninterrupted insurance coverage with Lessor listed as an “Additional Named Insured”, listing the\nLessor as “Loss Payee”, including a “Lender’s (or Lessor’s/Owner’s) Interest Endorsement” (commonly\nreferred to as a “Breach of Warranty Endorsement) for a period not to exceed ninety (90) days.\nThis period may be extended if so agreed in writing by both Lessee and Lessor.\n\n     (4) The Aircraft and all its parts, components, avionics, and installed optional equipment\nshall be clear of all liens and encumbrances other than those in favor of Lessor or their assignee\nor permitted under Section 8(a) of the Lease.\n\n     (5) Lessee shall make the Aircraft and all related books and records available for inspection\nby Lessor or its representative once annually throughout the term of the Lease and any time within\na ninety (90) day period prior to Lease termination. This shall be followed by a return acceptance\ninspection by Lessor or its representative concurrent with Lease termination.\n\n     AIRCRAFT CONDITIONS:", "source": "agreement_19.md" }, { "id": "482", "text": "AIRCRAFT CONDITIONS:\n\n     (6) The Aircraft shall be returned to Lessor in good operating condition. It shall be both\nflyable and “Airworthy” as described in the Federal Aviation Regulations (“**FAR**”). All windshields,\n“chin windows,” door glass, and fuselage windows shall be free of cracks. All interior trim pieces\nshall be free of damage (normal wear and tear excepted). The exterior paint shall be in good\ncondition (normal wear and tear excepted). All markings applied by, or on behalf of, the Lessee\nshall be removed in such a manner so as to return the Aircraft to its appearance as of the time the\nLessee originally took possession of the Aircraft, or which has been subsequently approved by\nLessor.\n\n     (7) All parts and components that have a specified service life or maintenance interval\napproved by the Federal Aviation Administration (“**FAA**”), whether it be an overhaul requirement,\ntime retirement or inspection, shall have at least 50% of their scheduled life remaining.\nRemaining life shall be computed from 50% point of whichever the determining service limit to be\nreached first is, whether it be calendar time, number of cycles or flight hours. (When computing\nthe remaining life of any component, the most recent intervals published by the manufacturer and\napproved by the FAA for unrestricted use shall be utilized).\n\n     (8) The dollar figures for calculating the debits of times with a mandatory service life\nlimit shall be the then-current manufacturer’s list price.\n\n     (9) The dollar figures for calculating the debits of items with manufacturer recommended\noverhaul interval shall be determined by the manufacturers then current list price.", "source": "agreement_19.md" }, { "id": "483", "text": "(10) Any parts and components installed at the termination of the Lease shall be of the same\nconfiguration and part number (or approved superceding configuration and part number) as were\ninstalled at Lease inception.", "source": "agreement_19.md" }, { "id": "484", "text": "(11) The Aircraft must have had an “Annual Inspection” as described in the FARs performed by\nan FAA Certificated Repair Station within thirty (30) days of the date of termination of the Lease.\nLessee shall, at their expense, correct any discrepancies discovered during the Annual Inspection,\nand any other discrepancies which may become evident prior to Lease termination.\n\n     Lessee shall provide to Lessor evidence that all monies due pursuant to the Power By Hour\nmaintenance service program has been paid in full to supplier of such program.\n\n     Lessee shall also conduct an engine power assurance check, with the results documented and\nsigned by the person performing the check. Lessee shall, at their expense, take whatever actions\nare necessary to ensure that the engine(s) produce their rated power. Lessee shall also ensure\nthat main and tail rotor vibration levels shall be equal to, or lower than, the minimum acceptable\nlimits quoted by the airframe manufacturer. In the absence of published minimum vibration levels,\nmain and tail rotor vibration levels shall be 0.2 Inches Per Second (“**IPS**”) or less.\n\n     (12) Commencing with Lease inception, and continuing uninterrupted throughout the duration of\nthe Lease, the Lessee shall maintain separate consolidated lists of Airworthiness Directives (“**AD**”)\nand mandatory Service Bulletins (“**SB**”), for both the airframe and engine(s), in a form similar to\nthe attached sample forms entitled: “Airworthiness Directive Compliance Record” and “Service\nBulletin Compliance Record.”\n\n     NOTE: Computer generated AD & SB compliance reports may be acceptable if EACH PAGE\ncontains at least the information required in blocks 1 through 11 on the sample forms plus a\ncertification statement and signature of an appropriately FAA licensed maintenance technician. The\ncertification statement should be similar to the following:", "source": "agreement_19.md" }, { "id": "485", "text": "I hereby certify that the Airworthiness Directives and manufacturer’s Service Bulletins listed\non this sheet have been checked for compliance and have proven to be accurate. I further certify\nthat the necessary entries have been made in the permanent Aircraft records in compliance with Part\n43 of the Federal Aviation Regulations.\n\nSigned:  \n           Certificate Number:  \n            Date:  \n          \n  AFTT:\n            Eng #1 TT                        Eng #2 TT:                      \n\n     (13) All maintenance record entries shall be in the form and format specified in FAR Part 43.\n\n     (14) All parts and components installed on the Aircraft shall originate from commercial\nmanufacturers holding appropriate FAA approvals and shall be traceable to the original\nmanufacturer, with proper statement of manufacturer’s authority quoted. Invoices for parts should\ninclude the following, or a similarly worded statement:\n\n     The parts identified on this invoice conform to manufacturer’s approved standards, current\n(insert OEM name) publications, and FAA requirements.\n\n     (15) The Aircraft shall be returned in the same configuration as it was at the time of\ndelivery to the Lessee, unless otherwise agreed to by both parties. Any FAA approved modifications\ninstalled by Lessee during the Lease period that cannot be removed without leaving evidence of\ntheir installation shall become a permanent part of the Aircraft and the property of the Lessor.\n\n     (16) The following items shall be returned to Lessor at the termination of the Lease:", "source": "agreement_19.md" }, { "id": "486", "text": "(16) The following items shall be returned to Lessor at the termination of the Lease:\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | (a) | | All maintenance records |\n| |\n| | (b) | | Current copies of all parts, maintenance, and flight manuals and copies of all\nSBs and ADs applicable to the Aircraft |\n| |\n| | (c) | | All loose equipment (tie-downs, ground handling wheels, tow bars, covers, and\nother specialized equipment) that was delivered to Lessee with the Aircraft, or which\nhave become necessary because of additional installed equipment or modifications to the\nAircraft. |\n\n\n\n\n\n\n| | | |\n\n| Initials:  Lessee                    \n | | Lessor:                     |", "source": "agreement_19.md" }, { "id": "487", "text": "**ANNEX\nH (SN  ) \n\nTO \n\nAIRCRAFT LEASE AGREEMENT (SN  ) \n\nDATED AS OF DECEMBER \\_\\_\\_\\_, 2005**\n\n**Definition of “Guarantor Change of Control”**\n\n“Guarantor Change of Control” means the occurrence of any of the following:\n\n          (1) the sale, lease, transfer, conveyance or other disposition (other than by\nway of merger or consolidation), in one or a series of related transactions, of all\nor substantially all of the properties or assets of the Guarantor and its\nsubsidiaries (determined on a consolidated basis);\n\n          (2) the adoption of a plan relating to the liquidation or dissolution of the\nGuarantor;\n\n          (3) any “person” (as such term is used in Section 13(d)(3) of the Exchange Act)\nbecomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5\nunder the Exchange Act), directly or indirectly through one or more intermediaries,\nof more than 50% of the voting power of the outstanding voting stock of the\nGuarantor; or\n\n          (4) the first day on which more than a majority of the members of the board of\ndirectors are not Continuing Directors (as hereinafter defined); provided, however,\nthat, with respect to clause (3) above, a transaction in which the Guarantor becomes\na subsidiary of another Entity (as hereinafter defined) shall not constitute a\nChange of Control if", "source": "agreement_19.md" }, { "id": "488", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | the stockholders of the Guarantor immediately prior to\nsuch transaction “beneficially own” (as such term is defined in Rule\n13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly\nthrough one or more intermediaries, at least a majority of the voting\npower of the outstanding voting stock of the Guarantor immediately\nfollowing the consummation of such transaction; and |\n| |\n| | (b) | | immediately following the consummation of such\ntransaction, no “person” (as such term is defined above), other than\nsuch other Entity (but including the holders of the equity interests of\nsuch other Entity), “beneficially owns” (as such term is defined\nabove), directly or indirectly through one or more intermediaries, more\nthan 50% of the voting power of the outstanding voting stock of the\nGuarantor. |\n\n\n\nIn this Section, “Continuing Directors” means, as of any date of determination, any\nmember of the board of directors who (a) was a member of the board of directors on\nJune 20, 2003 or (b) was nominated for election to the board of directors with the\napproval of, or whose election to the board of directors as ratified by, at least a\nmajority of the Continuing Directors who were members of the board of directors at\nthe time of such nomination or election. “Entity” means any corporation,\npartnership, joint venture, association, joint-stock company, trust, unincorporated\norganization, limited liability company, government or any agency or political\nsubdivision hereof or any other entity.\n\nPage 30 of 30", "source": "agreement_19.md" }, { "id": "489", "text": "**Schedule I – Summary of Lease-specific Terms**\n\n\n\n\n| | | | | | | | | | | | | | | | | | | | | |\n| **Lease No.** | | **Cost / Capitalized Lessor’s Cost** | | **Daily Lease Rate Factor** | | **Holdback Amount** | | **Early\n Purchase Option Price** | | **Term\nLease Rate Factor** |", "source": "agreement_19.md" }, { "id": "490", "text": "| SN 760527 | | $ | 7,110,000.00 | | | | 0.0255265 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |\n| SN 760529 | | $ | 7,1920,000.00 | | | | 0.0255267 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |\n| SN 760531 | | $ | 7,410,000.00 | | | | 0.02552363 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |", "source": "agreement_19.md" }, { "id": "491", "text": "| SN 760536 | | $ | 7,520,000.00 | | | | 0.015954 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |\n| SN 760557 | | $ | 7,840,000.00 | | | | 0.016068 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |\n| SN 760562 | | $ | 7,880,000.00 | | | | 0.0160813 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |", "source": "agreement_19.md" }, { "id": "492", "text": "| SN 760564 | | $ | 7,830,000.00 | | | | 0.0160643 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |\n| SN 760579 | | $ | 7,920,000.00 | | | | 0.016095 | % | | $ | 1,142,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |\n|   | | | | | | | | | | | | | | | | | | | | | |\n| SN 760580 | | $ | 7,940,000.00 | | | | 0.0160853 | % | | $ | 1,149,000.00 | | | | \\* \\* \\* | | | | \\* \\* \\* | |", "source": "agreement_19.md" }, { "id": "493", "text": "**[NOTE — INFORMATION\nMARKED \\* \\* \\* HAS BEEN OMITTED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A\nCONFIDENTIAL TREATMENT REQUEST UNDER RULE 24b-2.]**", "source": "agreement_19.md" }, { "id": "494", "text": "EX1K-6 MAT CTRCT 4 tm2214014d1\\_ex6-11.htm EXHIBIT 6.11\n\n\n\n\\*\\*Exhibit 6.11\\*\\*\n\n\n\n\\*\\*AIRCRAFT LEASE (MSN 42000181)\\*\\*\n\n\n\n\\*\\*THIS AIRCRAFT LEASE (MSN 42000181)\\*\\* (together with all Supplements, Riders\nand Addenda hereto, this “ \\*\\*Lease\\*\\* ”) is dated as of November 23, 2021 (the\n“ \\*\\*Closing Date\\*\\* ”) by and between \\*\\*WESTERN FINANCE COMPANY\\*\\* , an Arizona\ncorporation, as lessor (“ \\*\\*Lessor\\*\\* ”), and \\*\\*GALILEE 1 SPV LLC\\*\\* , a\nDelaware limited liability company, as lessee (“ \\*\\*Lessee\\*\\* ”). Capitalized\nand certain other terms used but not otherwise defined in this Lease shall\nhave the meanings ascribed to them in \\_Annex A\\_ attached hereto and made a\npart hereof.\n\n\n\nIn consideration of the mutual agreements contained herein, and other good and\nvaluable consideration, the receipt and adequacy of which are hereby\nacknowledged, the parties hereto agree as follows:\n\n\n\n\\*\\*SECTION 1. LEASE OF AIRCRAFT\\*\\*.", "source": "agreement_2.md" }, { "id": "495", "text": "\\*\\*SECTION 1. LEASE OF AIRCRAFT\\*\\*.\n\n\n\n1.1 \\*\\*Purchase and Lease\\*\\*. Subject to the terms and conditions provided in\nthis Lease and the other Lease Documents, Lessor agrees to purchase the\nAircraft from Supplier and to lease the Aircraft to Lessee, and Lessee agrees\nto facilitate such purchase and to lease the Aircraft from Lessor. Lessor\nhereby appoints Lessee as Lessor’s agent for the sole and limited purpose of\naccepting delivery of the Aircraft from Supplier.\n\n\n\n1.2 \\*\\*Lease Supplement\\*\\*. The execution by Lessee of the Lease Supplement will\nevidence that the Aircraft is leased under, and is subject to all of the\nterms, provisions and conditions of, this Lease and the other Lease Documents,\nand shall constitute Lessee’s unconditional and irrevocable acceptance of the\nAircraft for all purposes hereof and thereof. The lease of the Aircraft to\nLessee shall commence on the Acceptance Date and end on the Expiration Date,\nunless extended or earlier terminated or cancelled pursuant to this Lease.\nLessor’s agreement to purchase the Aircraft from Supplier and to lease the\nAircraft to Lessee on the Acceptance Date is subject to and conditioned upon\nthe satisfaction of all of the conditions precedent specified in the Closing\nTerms Addendum attached to and made a part of this Lease. Lessee warrants that\nas of, and at all times after the Acceptance Date, Lessor will be the legal\nowner of the Aircraft, and Lessee shall have only the right to use and possess\nthe Aircraft in accordance with the Lease Documents, in each case, except as\notherwise expressly provided in this Lease.\n\n\n\n\\*\\*SECTION 2. RENT, NET LEASE\\*\\*.", "source": "agreement_2.md" }, { "id": "496", "text": "2.1 \\*\\*Rent\\*\\*. Lessee shall pay to Lessor the following amounts (any and all\nsuch amounts, as applicable, “ \\*\\*Rent\\*\\* ”): (a) as “ \\*\\*Basic Rent\\*\\* ”, (i) on\nthe First Basic Rent Date, Daily Rent for each day starting with the\nAcceptance Date, to but excluding the Rent Commencement Date; and (ii) on the\nFirst Basic Rent Date and on each Basic Rent Date following that date, an\namount equal to the product of (A) the Lessor’s Cost, \\_multiplied\\_ by (B) the\napplicable Basic Rent Percentage set forth on \\_Schedule No. 2A\\_ for such\nBasic Rent Date; and (b) as “ \\*\\*Supplemental Rent\\*\\* ”, (i) as and when due,\nany other amount that Lessee is obligated to pay under this Lease or any of\nthe Transaction Documents to Lessor or any other Person (including, Casualty\nValue and/or any amounts due pursuant to any Addendum) and (ii) the\nAdministrative Charge with respect to any Rent not paid when due (as\ncompensation to Lessor for the expenses attributable to Lessee’s failure to\npay, and not as a penalty). If the due date of any payment required to be made\nhereunder is not a Business Day, such payment shall be due on the next\nsucceeding Business Day. Lessee shall make all payments of Rent in United\nStates Dollars (“ \\*\\*U.S. Dollars\\*\\* ”), in immediately available funds on the\ndate payable under this Lease or the other Transaction Documents, in the\nmanner (whether by check, wire transfer or otherwise) directed by Lessor in\nwriting to Lessee.", "source": "agreement_2.md" }, { "id": "497", "text": "2.2 \\*\\*Net Lease\\*\\*. This Lease is a net lease, and Lessee acknowledges and\nagrees that: (a) Lessee’s obligation to pay, and Lessor’s right to receive,\nall Rent in accordance with this Lease shall be absolute, irrevocable,\nindependent and unconditional and shall not be subject to (and Lessee hereby\nwaives and agrees not to assert) any existing or future abatement, reduction,\nsetoff, defense, counterclaim or recoupment (collectively, “ \\*\\*Abatements\\*\\* ”)\nfor any reason or under any circumstance whatsoever as to any such Rent; (b)\nit will pay all such Rent regardless of any Abatement; and (c) this Lease, and\nLessee’s payment and other obligations hereunder and under the other\nTransaction Documents, are non-cancelable and non-terminable by Lessee (except\nas expressly provided in any Addendum).\n\n\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "498", "text": "\\*\\*SECTION 3\\. QUIET ENJOYMENT; DISCLAIMERS\\*\\*. (a) Lessor warrants that\nduring the Term, so long as no Default or Event of Default has occurred and is\ncontinuing, Lessee’s possession and use of the Aircraft shall not be\ninterfered with by Lessor or anyone rightfully claiming an interest by or\nthrough Lessor. (b)(i) LESSOR SHALL NOT BE DEEMED TO HAVE MADE, AND LESSOR\nSHALL BE DEEMED TO HAVE DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EITHER\nEXPRESS OR IMPLIED, AS TO THE AIRCRAFT, INCLUDING ANY ENGINE, PART OR RECORD,\nOR ANY MATTER WHATSOEVER, INCLUDING, THE AIRCRAFT’S DESIGN, CONDITION,\nMERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, ABSENCE OF ANY\nPATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT\nDISCOVERABLE BY LESSEE), COMPLIANCE OF THE AIRCRAFT WITH ANY APPLICABLE LAW,\nCONFORMITY OF THE AIRCRAFT TO THE PROVISIONS AND SPECIFICATIONS OF ANY\nPURCHASE DOCUMENT OR TO THE DESCRIPTION SET FORTH IN ANY OF THE LEASE\nDOCUMENTS, OR ANY INTERFERENCE OR INFRINGEMENT, OR ARISING FROM ANY DEFECTS OR\nFROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, NOR\nLESSOR BE LIABLE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL\nDAMAGES OR FOR STRICT OR ABSOLUTE LIABILITY IN TORT; AND LESSEE HEREBY WAIVES\nANY CLAIMS ARISING OUT OF ANY OF THE FOREGOING. (ii) Without limiting the\nforegoing, (A) Lessor will not be responsible to Lessee or any other Person\nwith respect to, and Lessee agrees to bear sole responsibility for, any risk", "source": "agreement_2.md" }, { "id": "499", "text": "with respect to, and Lessee agrees to bear sole responsibility for, any risk\nor other matter that is the subject of Lessor’s disclaimer; (B) Lessee may\nexercise Lessor’s rights, if any, under any warranty of Manufacturer or\nSupplier with respect to the Aircraft; except that Lessee’s exercise of such\nrights (1) shall be at its sole cost and risk, (2) shall not result in any\nprejudice to Lessor, (3) shall not be enforced by legal proceeding without\nLessor’s prior written consent, and (4) may be exercised unless and until the\nAircraft is returned to Lessor pursuant to this Lease, and only so long as no\nDefault or Event of Default has occurred and is continuing; and (C) Lessee\nhereby agrees that Lessor’s warranty in clause (a) above, and Lessee’s rights\npursuant to sub-clause (B), are in lieu of any other representations or\nwarranties by Lessor, express or implied, all of which have been effectively\ndisclaimed and waived pursuant to this Section 3.", "source": "agreement_2.md" }, { "id": "500", "text": "\\*\\*SECTION 4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE\\*\\*. In order\nto induce Lessor to enter into this Lease, and to induce Lessor to participate\nin the transactions contemplated in the Lease Documents, Lessee represents,\nwarrants and covenants to Lessor that:\n\n\n\n4.1 \\*\\*Organization\\*\\*. Lessee is and will remain (a) duly organized, validly\nexisting and in good standing under the laws of the state of its organization\nset forth on \\_Schedule No. 2\\_, (b) duly qualified to do business in each\njurisdiction in which the conduct of its business or the ownership or\noperation of its assets requires such qualification and (c) a “citizen of the\nUnited States” within the meaning of the Transportation Code. Lessee has the\nnecessary authority and power to transact the business in which it is engaged.\nLessee’s form of business organization, federal tax identification number,\nstate-issued organizational identification number (if any), chief executive\noffice and principal place of business address, are all as set forth on\n\\_Schedule No. 2\\_. Lessee’s name as shown in the preamble of this Lease is its\nexact legal name as shown on its current charter, by-laws, articles of\norganization or operating agreement, as applicable.\n\n\n\n| 4.2| \\*\\*Authority; Enforceability; Etc.\\*\\* \n---|---|---", "source": "agreement_2.md" }, { "id": "501", "text": "| 4.2| \\*\\*Authority; Enforceability; Etc.\\*\\* \n---|---|--- \n \n\n\n(a) \\_Authorized\\_. Lessee’s execution and delivery of, and performance of its\nobligations under and with respect to, each of the Transaction Documents to\nwhich it is a party (including its leasing, possessing and operating the\nAircraft, and participating in the other transactions contemplated herein and\ntherein), (i) have been duly authorized by all necessary action on the part of\nLessee consistent with its form of organization, (ii) do not contravene or\nconstitute a default under any Applicable Law, any of Lessee’s Organizational\nDocuments, or any agreement, indenture, or other instrument to which Lessee is\na party or by which it may be bound, (iii) do not require the approval of or\nnotice to (A) any Governmental Authority, except for the filings and\nregistrations specified in the Closing Terms Addendum, all of which shall have\nbeen duly effected, prior to or concurrently with Lessor’s purchasing the\nAircraft, and Lessee’s acceptance of the Aircraft under this Lease, or (B) any\nother party (including any trustees or holders of indebtedness), and (iv) will\nnot result in the creation or imposition of any Lien (except Permitted Liens)\non any of the assets of Lessee other than the Lessor’s Interest created hereby\nand by the other Lease Documents with respect to the Aircraft and the\nCollateral.", "source": "agreement_2.md" }, { "id": "502", "text": "(b) \\_Enforceable\\_. Each of the Transaction Documents referenced in the Closing\nTerms Addendum, has been duly authorized, executed and delivered by an\nauthorized representative of Lessee and each of the other Transaction Parties,\nand constitutes the legal, valid and binding obligation of Lessee and each of\nthe other Transaction Parties thereto, enforceable against each of them in\naccordance with the respective terms of such Transaction Documents, except as\nsuch enforceability may be limited by applicable bankruptcy and insolvency\nlaws and the equitable discretion of any court of competent jurisdiction.\n\n\n\n(c) \\_Proceedings\\_. There are no proceedings pending or, so far as the\nofficers, managers, or members of Lessee know, threatened against or affecting\nLessee or any of its property before any Governmental Authority that could\nimpair Lessor’s Interests in, to or with respect to the Aircraft, or any of\nthe Collateral, or that, if decided adversely, could materially affect the\nfinancial condition or operations of Lessee or its ability to perform its\nobligations under the Transaction Documents.", "source": "agreement_2.md" }, { "id": "503", "text": "(d) Financial Statements. All financial statements of Lessee, copies of which\nhave been heretofore delivered to Lessor, are complete and correct, have been\nprepared in accordance with GAAP and present fairly the financial position of\nLessee as at the date thereof and the results of its operations for the period\nended on said date and there has been no material adverse change in the\nfinancial condition, business or operations of Lessee since the date thereof.\nLessee has filed all Federal, state and local income tax returns that are\nrequired to be filed and has paid all taxes as shown on said returns and all\nassessments received by it to the extent that such taxes and assessments have\nbecome due, and Lessee does not have any knowledge of any actual or proposed\ndeficiency or additional assessment in connection therewith.\n\n\n\n | 2\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n4.3 \\*\\*Acceptance; Title, Etc.\\*\\* Without limiting the foregoing, upon Lessor’s\npurchasing the Aircraft, and Lessee’s acceptance of the Aircraft under this\nLease on the Acceptance Date:\n\n\n\n(a) \\_Conditions Satisfied\\_. Lessee has satisfied or complied with all\napplicable conditions precedent as set forth in the Lease Documents; and no\nDefault or Event of Default has occurred and is continuing.", "source": "agreement_2.md" }, { "id": "504", "text": "(b) \\_Acceptance\\_. The Aircraft has been delivered to Lessee, is in Lessee’s\npossession, has been inspected by Lessee to its complete satisfaction and is,\nas of the Acceptance Date, unconditionally, irrevocably and fully accepted by\nLessee. Without limiting the foregoing, (i) the Aircraft has been found to be\nin good working order, repair and condition and fully equipped to operate for\nits intended purpose, is in conformity with the requirements of the Purchase\nAgreement and the Applicable Standards (other than with respect to any\nimmaterial deficiencies noted on any delivery documents which do not impact\nthe use, operation or value of the Aircraft in any material respect), is\ncurrently certified under all existing FARs and any other Applicable Laws, and\nis airworthy in all respects; (ii) solely as between Lessor and Lessee (and\nwithout prejudicing Lessee’s rights against Supplier or any other third party,\nwhich rights are not being disclaimed hereby) Lessee has no pending claims and\nhas no current knowledge of any facts upon which a future claim may be based,\nagainst any prior owner, Manufacturer or Supplier or any other supplier of the\nAircraft or any of the Collateral, for breach of warranty or otherwise; (iii)\nLessee has furnished no equipment for the Aircraft other than as stated on\n\\_Schedule No. 1\\_, or permitted as an Addition pursuant to this Lease; and\n(iv) all of the information contained in \\_Schedules No. 1 and No. 2\\_,\nincluding the registration number of the Aircraft, and each of the serial\nnumbers, manufacturer and model numbers of the Airframe and Engines are true\nand accurate.", "source": "agreement_2.md" }, { "id": "505", "text": "(c) \\_Lessor’s Interest\\_. (i)(A) Lessee has caused Lessor to have good and\nmarketable title to the Aircraft, and Lessee has good and marketable title to\nall Collateral, in each case, free and clear of Liens, except Permitted Liens;\nand (B) the Lessor’s Interest therein is and shall remain validly created and\nperfected, and has and shall continue to have first priority over any other\nLiens (other than Lessor’s Liens) pursuant to all Applicable Laws; and (ii)\nall filings, recordings, registrations or other actions necessary or desirable\nin order to cause Lessor to have good title to the Aircraft, and establish,\nperfect and give first priority to Lessor’s Interest and other rights and\ninterests in, against or with respect to the Aircraft and any Collateral, have\nbeen duly effected, and all Impositions in connection therewith have been duly\npaid.", "source": "agreement_2.md" }, { "id": "506", "text": "(d) \\_Cape Town Convention\\_. For the purposes of the Cape Town Convention and\nany other Applicable Law: (i) upon the acceptance of the Aircraft by Lessee\nunder this Lease, and Lessee’s grants and assignments contemplated in the\nLease Documents or other Transaction Documents, Lessee shall be situated in,\nand will have caused the Aircraft to be duly registered in Lessor’s name in,\nthe United States (which is a contracting state); (ii) with respect to any of\nthe Transaction Documents relating to the Airframe or any Engine, each of the\nrespective parties thereto has power to dispose of the Airframe and Engines,\nas contemplated therein by way of the relevant Transaction Document; and (iii)\nthe Purchase Documents qualify as a “contract of sale”, and the Lease\nDocuments are effective to constitute international interests in the Airframe\nand any Engine and security assignments of the related associated rights and\ntransfer of the related international interests, as contemplated therein, and\neach such Registerable Interest will be effective against third parties upon\nregistration at the International Registry, without any further filings or\nregistrations (except as contemplated in the Lease Documents).\n\n\n\n4.4 \\*\\*Liquidity Account\\*\\*. Without limiting the foregoing, upon Lessor’s\npurchasing the Aircraft, and Lessee’s acceptance of the Aircraft under this\nLease on the Acceptance Date:\n\n\n\n(a) Lessee shall at all times cause an amount not less than the Liquidity\nAmount to be deposited in the Liquidity Account.", "source": "agreement_2.md" }, { "id": "507", "text": "(a) Lessee shall at all times cause an amount not less than the Liquidity\nAmount to be deposited in the Liquidity Account.\n\n\n\n(b) Lessee assigns and pledges to Lessor, and grants Lessor a security\ninterest in, all of Lessee’s right, title and interest in and to the Liquidity\nAccount and all amounts held therein and all of Lessee’s rights thereto as\nadditional security for all of Lessee’s obligations hereunder and under the\nother Lease Documents. Upon the request of Lessor, Lessee shall take all\naction reasonably necessary to protect and preserve such security interests in\nfavor of Lessor. Lessee shall execute and deliver to Lessor any instrument\nLessor shall reasonably request to further evidence the creation of or to\nperfect such pledge and security interest.\n\n\n\n | 3\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(c) No amounts on deposit in the Maintenance Reserve Account shall be credited\ntoward Lessee’s obligations under this Section.\n\n\n\n(d) If the Liquidity Account shall contain an amount less than the Liquidity\nAmount, it shall not be an Event of Default hereunder if Lessee shall cause\nthe amount of any such shortfall to be deposited in the Liquidity Account\nwithin thirty (30) days of receipt of notice of such deficiency from Lessor;\n\\_provided\\_ , that Lessee shall not have a right to cure any such deficiency on\nmore than two (2) occasions during any twelve-month (12-month) period.\n\n\n\n4.5 \\*\\*Operating Accounts\\*\\*. Lessee and Guarantors shall hold all operating\naccounts with Lessor or its subsidiaries or affiliates (other than accounts\nrelated to capital account transactions, i.e., proceeds from Reg A+ offerings,\nor accounts relating to credit cards).", "source": "agreement_2.md" }, { "id": "508", "text": "\\*\\*SECTION 5. COMPLIANCE, USE AND MAINTENANCE\\*\\*.", "source": "agreement_2.md" }, { "id": "509", "text": "5.1 \\*\\*Compliance; Organizational Issues\\*\\*. On the Acceptance Date, and at all\ntimes thereafter until the Aircraft is returned to Lessor pursuant to this\nLease, Lessee agrees that it shall fully and timely perform and comply with,\nor shall cause to be so fully and timely performed, all of the following: (a)\nLessee shall (i) duly observe and conform to all requirements of Applicable\nLaw relating to the conduct of its business or the Aircraft, (ii) obtain and\nkeep in full force and effect all rights, franchises, licenses and permits,\nand all approvals by any Governmental Authority, in each case, required with\nrespect to Lessee’s performance of its obligations under the Transaction\nDocuments, the operation of the Aircraft or the proper conduct of Lessee’s\nbusiness, (iii) cause the Aircraft to be and duly registered in Lessor’s name\nunder the Transportation Code (including, by making all necessary reports, and\ncomplying with any and all related re-registration and renewal requirements,\nand taking all other actions required by Applicable Law), and (iv) pay and\nperform all of its obligations and liabilities when due. (b) Lessee shall not\nchange its presently existing legal name or its form or jurisdiction of\norganization without Lessor’s prior written consent, or its mailing, chief\nexecutive office and/or principal place of business address without giving\nLessor thirty (30) days’ prior written notice of the same. If Lessee’s\npresently existing organizational identification number changes, or if Lessee\ncurrently has no such organizational number but is subsequently issued such a\nnumber, Lessee shall immediately notify Lessor. (c) Lessee agrees to (i)\nprominently display on the Aircraft the FAA Registration number, specified in\n\\_Schedule No. 1\\_, or such other registration number as has been approved by", "source": "agreement_2.md" }, { "id": "510", "text": "\\_Schedule No. 1\\_, or such other registration number as has been approved by\nand exclusively reserved to Lessor in its name and duly recorded with the\nApplicable Authority; and (ii) notify Lessor in writing thirty (30) days prior\nto making any material change in the appearance or coloring of the Aircraft;\nprovided that Lessor acknowledges and agrees that Lessee will paint the\nAircraft in its normal livery as in effect from time to time. (d) Lessee shall\nremain a “citizen of the United States” within the meaning of the\nTransportation Code. (e) Without limiting the generality of any other\nprovision hereof (including the disposition limitations in Section 5.7\nhereof), Lessee hereby acknowledges and agrees that: (i) it shall cause Lessor\nto have current information about the identity and whereabouts of the actual\noperator of the Aircraft (whether Lessee or any other Person then having\npossession and operational control; the “ \\*\\*Operator\\*\\* ”) and location and\nnature of the operation of the Aircraft on an ongoing basis, for all purposes\nrequired or contemplated by Applicable Law, including for the purposes of\nobtaining Required Information from such Operator in an expeditious manner\nresponsive to any investigations or other inquiries by the FAA or any other\ngovernmental authority (the “ \\*\\*Applicable Authority\\*\\* ”); (ii) as and when\nrequested by an Applicable Authority, Lessor may permit, and Lessee shall or\nshall cause such other Operator to permit, the inspection of the Aircraft\n(including any Records) by such Applicable Authority; and (iii) any Permitted\nThird Party Agreement or other arrangement by Lessee or any Person claiming by\nthrough or under Lessee (each, a “ \\*\\*Transferor\\*\\* ”) transferring rights to", "source": "agreement_2.md" }, { "id": "511", "text": "through or under Lessee (each, a “ \\*\\*Transferor\\*\\* ”) transferring rights to\npossession or operational control of the Aircraft (each, a “ \\*\\*Transfer\\*\\* ”)\nto a transferee or operator (each, a “ \\*\\*Transferee\\*\\* ”) shall, in addition to\nthe requirements of Section 5.7(b), include provisions requiring, among other\nthings: (A) that all further Transfers must be in writing; provide the\nidentity and contact information about the related Transferee; and such\nTransferee’s assurance that if and when such Transferee is notified that\nLessor has made a request, to promptly provide all Required Information as and\nwhen requested; (B) that each such Transferee (1) shall provide its reasonable\ncooperation to Lessor and to the Applicable Authority in an expeditious manner\nwith respect to any request for Required Information, and (2) shall authorize\nthe Applicable Authority, upon its request, to inspect the Aircraft; and (C)\nthat such Transferee agrees that the requirements in sub-clauses (A) and (B)\nwould be made and agreed by any further Transferee in any further Transfer.\nFor the purposes hereof, “ \\*\\*Required Information\\*\\* ” shall mean information\nfrom an Operator responsive to any investigations or other inquiries by an\nApplicable Authority, including, if applicable, and as and when required by an\nApplicable Authority, (A) information relating to the operation, maintenance,\nlocation or base of operation of the Aircraft, including (1) information about\nthe Operator, crew (names and pilot certificate numbers) and operations on\nspecific dates; (2) information about where the Aircraft will be on a specific", "source": "agreement_2.md" }, { "id": "512", "text": "specific dates; (2) information about where the Aircraft will be on a specific\ndate in the future, but only to the extent required by Applicable Law, and (3)\nmaintenance and other Records; and (B) contact information of (1) the Operator\nand (2) any other Person to whom the Applicable Authority may look to gather\nsuch information); and Lessor may provide such information to the Applicable\nAuthority.", "source": "agreement_2.md" }, { "id": "513", "text": "| 4\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "514", "text": "5.2 \\*\\*Operation, Etc.\\*\\* Lessee will cause the Aircraft to be operated in\ncompliance with Part 135 and any other applicable provision of the FARs, and\nall other Applicable Standards, for purposes that are incidental to Lessee’s\nbusiness, and in a manner that is consistent with the transactions hereunder\nbeing deemed commercial (and not consumer) transactions under Applicable Law.\nUnless otherwise expressly permitted hereunder, (a) Lessee shall permit the\nAircraft to be operated solely for air taxi operations or otherwise under Part\n135 of the FARs by a holder of a Part 135 Certificate reasonably acceptable to\nLessor; and (b) such holder of the Part 135 Certificate shall at all times\nhave, and maintain, “operational control” of the Aircraft (as such term is\nthen interpreted by the FAA or such other applicable Governmental Authority),\nand no other Person shall operate the Aircraft. The Aircraft at all times will\nbe operated by duly qualified pilots having satisfied all requirements\nestablished and specified by the FAA, the TSA and any other applicable\nGovernmental Authority and the Required Coverages. The Aircraft may be flown\ntemporarily to any country in the world, provided that the Aircraft (a) shall\nat all times be based and predominantly used, operated and located in the\ncontinental United States; and (b) shall not be flown, operated, used or\nlocated in, to or over any such country or area (temporarily or otherwise) (i)\nthat is excluded from the Required Coverages (or specifically not covered by\nsuch insurance), (ii) with which the United States does not maintain\ndiplomatic relations per https://www.state.gov/independent-states-in-the-\nworld/, (iii) if as a result, payment of any related claim under the Required\nCoverages is likely to be prohibited under any trade or other economic", "source": "agreement_2.md" }, { "id": "515", "text": "Coverages is likely to be prohibited under any trade or other economic\nsanction or embargo by the United States, (iv) in violation of any of the\nLease Documents or any Applicable Standards, (v) where, under the\ncircumstances, an operator would reasonably expect to encounter a material\nrisk of a confiscation, seizure or hostile action against, or incurrence of\nMaterial Damage to, the Aircraft or (vi) in a manner that causes it to be\ndeemed to have been used or operated “predominantly” outside of the United\nStates, as that phrase is used in Section 168(g)(1)(A) of the Code. Lessee\nshall adopt, implement and comply with all security measures required by any\nApplicable Standards, or that are reasonably necessary for the proper\nprotection of the Aircraft (whether on the ground or in flight) against theft,\nvandalism, hijacking, destruction, bombing, terrorism or similar acts.", "source": "agreement_2.md" }, { "id": "516", "text": "5.3 \\*\\*Maintenance\\*\\*. Lessee agrees that, with respect to the Airframe, the\nEngines and each Part, Lessee will, or Lessee will cause such other Person to,\nat Lessee’s own expense, (a) maintain, inspect, service, repair, overhaul and\ntest the same in accordance with Applicable Standards, (b) make any\nalterations or modifications that may at any time be required to comply with\nApplicable Standards, and to cause the Aircraft to remain airworthy, (c)\nfurnish all required parts, replacements, mechanisms, devices and servicing so\nthat the condition and operating efficiency thereof will at all times be no\nless than its condition and operating efficiency as and when delivered to\nLessee, ordinary wear and tear from proper use alone excepted, (d) promptly\nreplace all Parts (i) which become worn out, lost, stolen, taken, destroyed,\ndamaged beyond repair or permanently rendered or declared unfit for use for\nany reason whatsoever, or (ii) if not previously replaced pursuant to clause\n(i), as and when required by any Applicable Standards, including any\napplicable life limits, (e) maintain (in English) all Records in accordance\nwith Applicable Standards, (f) enroll and maintain the Aircraft in a\nMaintenance Program and the Engines in an Engine Maintenance Program, and, by\ndoing so, cause the applicable program provider on Lessee’s behalf to fully\nand timely comply with the requirements of this Section 5.3 if and to the\nextent such requirements are subsumed within such programs (except that,\nirrespective as to whether such requirements are so subsumed within such\nprogram or programs, Lessee shall remain primarily responsible for the full\nand timely compliance with each such requirement). All maintenance procedures\nshall be performed by properly trained, licensed, and certified maintenance", "source": "agreement_2.md" }, { "id": "517", "text": "and timely compliance with each such requirement). All maintenance procedures\nshall be performed by properly trained, licensed, and certified maintenance\nsources and personnel utilizing replacement parts approved by the FAA and the\nmanufacturer of (as applicable) the Airframe, the Engine or any Part. Without\nlimiting the foregoing, Lessee shall comply with all airworthiness directives\nby causing compliance to such bulletins and directives to be completed, as and\nwhen required thereby, through corrective modification in lieu of operating\nmanual restrictions.", "source": "agreement_2.md" }, { "id": "518", "text": "5.4 \\*\\*Additions, Alterations, Etc\\*\\*. Lessee shall make, or shall cause to be\nmade, any improvement, change, addition, alteration or modification to the\nAircraft that may at any time during the Term be required to comply with\nSections 5.2 or 5.3 or any of the other provisions of this Lease or the other\nLease Documents (“ \\*\\*Required Alterations\\*\\* ”). Lessee may install on the\nAircraft any other additional accessory, device or equipment ( \\_i.e.\\_ ,\nelective voluntary additions, which are neither required hereby, nor otherwise\nrequired to render the Aircraft complete for its intended use by Lessee), but\nonly if the same (A) will not cause Lessee to be in breach of any of the other\nprovisions of this Lease or the other Lease Documents, (B) will not materially\nimpair the originally intended function or use or diminish the value, of the\nAircraft and (C) can be readily removed without causing material damage to the\nAircraft (“ \\*\\*Elective Additions\\*\\* ”). Without limiting the foregoing, (1)\nLessee shall repair all damage to the Aircraft resulting from the installation\nof any Required Alterations, and the installation and removal of any and all\nElective Additions, in each such case, so as to restore the Aircraft to its\ncondition prior to installation, assuming that it was in the condition\nrequired hereby, (2) all Required Alterations, and all other repairs, parts,\nreplacements, mechanisms and devices added by Lessee or on its behalf,\nincluding (unless and until removed) all Elective Additions, shall\nimmediately, without further act, become part of the Aircraft and subject to\nthis Lease and the other Lease Documents (including Lessor’s Interest granted", "source": "agreement_2.md" }, { "id": "519", "text": "immediately, without further act, become part of the Aircraft and subject to\nthis Lease and the other Lease Documents (including Lessor’s Interest granted\nor otherwise created hereby and thereby); and title thereto shall immediately\nvest in Lessor, without any payment by, or any cost or expense to Lessor, and\n(3) except as expressly permitted or required above, Lessee shall not make any\nother improvement, change, addition, alteration or modification to the\nAircraft.", "source": "agreement_2.md" }, { "id": "520", "text": "| 5\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n5.5 \\*\\*Loaner Engines\\*\\*. In the event any Engine is damaged, being inspected,\nrepaired or overhauled and provided no Default or Event of Default has\noccurred and is continuing, Lessee, at its option, may temporarily substitute\nanother engine of the same make and model as the Engine being repaired or\noverhauled (any such substitute engine being hereinafter referred to as a “\n\\*\\*Loaner Engine\\*\\* ”) during the period of such repair or overhaul, and\nprovided further (a) installation of the Loaner Engine is performed by a\nmaintenance facility certified by the FAA and the manufacturer with respect to\nan aircraft of this type, (b) the Loaner Engine is removed and the repaired or\noverhauled original Engine is reinstalled on the Airframe promptly upon\ncompletion of the repair or overhaul in accordance with the Engine Maintenance\nProgram, or, if not then in effect, no later than the earlier of ninety (90)\ndays after removal, or the expiration, cancellation or earlier termination of\nthis Lease, and (c) the Loaner Engine is free and clear of any Lien that might\nimpair Lessor’s rights or interests in the Aircraft and is maintained in\naccordance herewith.", "source": "agreement_2.md" }, { "id": "521", "text": "5.6 \\*\\*Aircraft Registration\\*\\*. Concurrently with its entering into this Lease,\nand at all times thereafter, Lessee shall remain solely responsible to cause\nthe Aircraft to be effectively and otherwise validly registered in Lessor’s\nname on the Registry, and the currently assigned U.S. registration number to\nremain authorized for use by Lessor on the Aircraft, in each case, in\naccordance with the Registration Requirements; and without limiting the\nforegoing, or any other provision of this Lease, Lessee shall:\n\n\n\n(a) cause a valid Registration Certificate to be maintained at all times\nwithin the Aircraft and without limiting the foregoing Lessee shall (i) notify\nLessor immediately of any event or circumstance with respect to which the\nRegistration Requirements require further action by Lessor, and (ii) comply\nwith any and all of the Registration Requirements;\n\n\n\n(b) with respect to any Defective Registration (and without waiving Lessee’s\nresponsibility to avoid such circumstance), the Aircraft shall not be operated\nuntil authorized by the Registration Requirements, and Lessee shall (i) comply\nwith the FARs and other Applicable Laws relating to such Defective\nRegistration, and (ii) ground and store the Aircraft in accordance with terms\nof this Lease; and\n\n\n\n(c) fully and timely cooperate with Lessor; pay or reimburse the Lessor upon\nits demand for all fees, charges, or other amounts payable or incurred in\nconnection with any of the foregoing, and take any and all of the other\nactions contemplated herein, as and when required by the Registration\nRequirements or as otherwise requested by Lessor, including with respect to\nany Assignment or any other disposition contemplated in the Lease Documents.", "source": "agreement_2.md" }, { "id": "522", "text": "Lessor agrees to provide its reasonable cooperation to Lessee with respect to\nLessee’s compliance with the provisions of this Section 5.6; provided,\nhowever, with respect to any such Defective Registration, in no event will\nLessor be deemed liable to any Lessee Party or any other Person as a result of\nany Defective Registration, whether by reason of Lessor’s failure to\naccurately complete or effectively file any such registration filing or\notherwise, and without regard as to whether the same constitutes a breach by\nLessor, Lessee or any other Person under this Lease or any other Lease\nDocument; and without limiting the foregoing, (i) Lessee shall remain\nobligated to pay and perform all of its obligations in accordance with this\nLease and the other Lease Documents, and (ii) Lessee agrees that it shall pay,\nindemnify, defend and hold each Indemnified Party harmless on an after-tax\nbasis from and against any and all Claims in any way relating to or arising\nout of any Defective Registration, in accordance with the provisions of\nSection 8 hereof.\n\n\n\n| 5.7| \\*\\*No Disposition or Liens; and Exceptions\\*\\*. \n---|---|---", "source": "agreement_2.md" }, { "id": "523", "text": "(a) \\_No Dispositions, Liens, Etc.\\_ Except as permitted by this Lease, Lessee\nshall not sell, assign, enter into any Third Party Agreement, convey,\nmortgage, exchange or otherwise transfer or relinquish possession of\n(including by any seizure or other taking by any foreign or domestic\nGovernmental Authority) or dispose of, or grant or otherwise create a Lien\n(other than a Permitted Lien) against, the Airframe, or any Engine or Part,\nrelated associated rights, international interests, prospective international\ninterests, or any proceeds, or any of the other Collateral, nor shall it\nattempt, or suffer or permit, any of the foregoing. Lessee shall be permitted,\nhowever, to enter into Permitted Third Party Agreements and to deliver\npossession of the Airframe, or any Engine or Part to another Person for the\npurpose of complying with any of the other provisions of this Section 5, in\neach case, if and to the extent consistent with the provisions of the Lease\nDocuments. Lessee will warrant and defend Lessor’s Interest in and to the\nAircraft (including Lessor’s good and marketable title thereto) and any\nCollateral, and the validity, perfection and first priority of Lessor’s\nInterest in the Aircraft and any Collateral, against all other Liens, claims\nand demands whatsoever, except Permitted Liens; and without limiting the\nforegoing, Lessee will (a) not create, assume or suffer to exist any Liens on\nor with respect to the Aircraft or any Collateral, or Lessee’s interest\ntherein (other than Permitted Liens); and (b) promptly take such action as\ndirected by Lessor to duly discharge any such unpermitted Liens.\n\n\n\n | 6\n\n| \n---|---|--- \n \n \n---", "source": "agreement_2.md" }, { "id": "524", "text": "| 6\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(b) \\_Exceptions\\_. So long as no Default or Event of Default has occurred and\nis continuing, Lessee may enter into and remain a party to Third Party\nAgreements, in each such case, subject to the satisfaction of, and compliance\nby Lessee and each Interested Third Party with, all of the following\nthroughout the term of such arrangement (any Third Party Agreement complying\nwith all of the provisions of this Section 5.7(b), a “ \\*\\*Permitted Third Party\nAgreement\\*\\* ”):\n\n\n\n(i) Each such Interested Third Party shall be and remain solvent, and (unless\nan individual) a domestic organization; except that in no event shall any\nperson who owns a controlling interest in or otherwise controls such\nInterested Third Party, or any passenger on the Aircraft, be (x) listed on the\nSpecially Designated Nationals and Blocked Person List maintained by the\nOffice of Foreign Assets Control, Department of the Treasury at\nhttp://www.treasury.gov/resource- center/sanctions/SDN-List/Pages/default.aspx\n(“ \\*\\*OFAC\\*\\* ”), Department of the Treasury, and/or any other similar lists\nmaintained by OFAC pursuant to any authorizing statute, Executive Order or\nregulation or (y) a person designated under Section 1(b), (c) or (d) of\nExecutive Order No. 13224 (September 23, 2001) at\nhttp://www.treasury.gov/resource-\ncenter/sanctions/programs/documents/terror.pdf, or any related enabling\nlegislation or any similar Executive Orders.", "source": "agreement_2.md" }, { "id": "525", "text": "(ii) Any operation of the Aircraft pursuant to any such Third Party Agreement\nshall be limited to operation complying with (1) Part 135 and any other\napplicable provision of the FARs, and all other Applicable Standards, and (2)\nthe provisions hereof and of the other Lease Documents pertinent to the\noperation of the Aircraft (whether by Lessee or any permitted Interested Third\nParty).\n\n\n\n(iii) The related Third Party Agreement shall (A) be and remain, subject and\nsubordinate to the Lessor’s Interest in and with respect to the Aircraft and\nany Collateral, and under the Lease Documents (and such subordination shall be\nexpressly acknowledged therein), (B) not convey any Lien on, or other property\ninterest in or against the Airframe, the Engines or any Collateral, except for\na Permitted Lien (but, without giving effect to clause (a) of the definition\nof such term), (C) not permit any further disposition of or unpermitted Lien\nagainst the Aircraft or any Collateral by any of the Interested Third Parties\nthereto or any other Person, or any change in registration or unpermitted\nchange in hangaring of the Aircraft, (D) not contain provisions that are\ninconsistent with the provisions of any of the Lease Documents or cause Lessee\nto breach any of its representations, warranties or agreements under any of\nthe Lease Documents, (E) be in conformity with all requirements of the FARs\nand other Applicable Laws, and (F) otherwise conform to any Operating Consent\nrequired by Lessor with respect thereto.", "source": "agreement_2.md" }, { "id": "526", "text": "(iv) Lessee shall have specified such Third Party Agreement in \\_Schedule No.\n2\\_ if existing on the Acceptance Date, or if not then existing shall give\nLessor at least thirty (30) Business Days’ prior written notice of its\nintention to enter into a Third Party Agreement with respect to which Lessee\nshall be relinquishing possession or control of the Airframe or Engines.\n\n\n\n(v) No later than the effective date thereof Lessee shall comply with, and at\nall times thereafter remain in compliance with, any related requirements by\nLessor, including (A) entering into, and causing any related Interested Third\nParties to enter into, an Operating Consent, (B) causing Lessor to be covered\nby the Required Coverages (which, for the purposes hereof, may include\ninsurance coverages obtained and maintained by an Interested Third Party,\nconforming to the insurance requirements herein and in any of the other Lease\nDocuments), (C) entering into or delivering, or causing to be entered into and\ndelivered, all such other documents, filings and assurances, making or causing\nto be made such filings and registrations, and taking or causing to be taken\nall such other actions, in each case as may be required by Lessor (and unless\nso directed by Lessor, neither make, nor permit to be made, any other filing\nor registration with respect thereto), and (D) paying or reimbursing Lessor\nfor any related costs or expenses. Lessor shall have the right, but not the\nobligation, to (A) require reasonable evidence that any Interested Third Party\nsatisfies the requirements provided herein, and (B) review any such Third\nParty Agreement, as from time to time supplemented and amended, to determine\nits conformity with the provisions hereof, but without assuming any\nresponsibility with respect thereto.", "source": "agreement_2.md" }, { "id": "527", "text": "(vi) Although certain of the duties and obligations of Lessee under the Lease\nDocuments may be performed by one or more of the Interested Third Parties, (A)\nno such Permitted Third Party Agreement shall reduce any of Lessee’s\nobligations, or any of Lessor’s rights, under any of the Lease Documents, (B)\nall of Lessee’s obligations under the Lease Documents shall be and remain\nprimary and continue in full force and effect as the obligations of a\nprincipal and not of a guarantor or surety, and (C) Lessor is not waiving the\nright to require full and timely performance of any such obligations in strict\naccordance with the provisions hereof and of the other Lease Documents. By way\nof clarification and not limitation, with respect to any provisions of this\nLease or any of the other Lease Documents requiring Lessee to take or refrain\nfrom taking an action relating to the Aircraft or any Collateral, such\nprovision may also be read to mean that Lessee shall cause the same to be done\nin accordance therewith, if at that time the Aircraft or such Collateral is in\nthe possession or control of an Interested Third Party pursuant to a Permitted\nThird Party Agreement.\n\n\n\n | 7\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n5.8 \\*\\*Return Requirements\\*\\*. Unless purchased by Lessee, upon the expiration,\ncancellation, or other termination of this Lease, Lessee shall at its sole\nexpense return the Aircraft to Lessor in accordance with, and otherwise pay,\nperform and comply with, all of the provisions of the Return Addendum (all of\nwhich are hereby incorporated herein), in each case as and when required\nhereby.", "source": "agreement_2.md" }, { "id": "528", "text": "| 5.9| \\*\\*Maintenance Reserve\\*\\*. \n---|---|--- \n \n\n\n(a) Lessee shall at all times cause an amount not less than the Maintenance\nReserve Amount to be deposited in the Maintenance Reserve Account. To the\nextent that the amount on deposit in the Maintenance Reserve Account shall be\nless than the Maintenance Reserve Amount, Lessee shall deposit an amount equal\nto such deficiency within 10 days following written notice of such deficiency\nfrom Lessor.\n\n\n\n(b) Lessee assigns and pledges to Lessor, and grants Lessor a security\ninterest in, all of Lessee’s right, title and interest in and to the\nMaintenance Reserve Account and all amounts held therein and all of Lessee’s\nrights thereto as additional security for all of Lessee’s obligations\nhereunder and under the other Lease Documents. Upon the request of Lessor,\nLessee shall take all action reasonably necessary to protect and preserve such\nsecurity interests in favor of Lessor. Lessee shall execute and deliver to\nLessor any instrument Lessor shall reasonably request to further evidence the\ncreation of or to perfect such pledge and security interest.", "source": "agreement_2.md" }, { "id": "529", "text": "(c) If, at any time during the term of this Lease, Lessor reasonably\ndetermines that the Aircraft is not being maintained in accordance with the\nrequirements of this Lease, or to prevent deterioration of the Aircraft,\nLessor may enter onto the property where the Aircraft is located after\nreasonable notice during normal business hours and perform any and all work\nand labor necessary to maintain the Aircraft and to employ watchmen to protect\nthe Aircraft from damage. Lessor is hereby authorized to disburse such sums\nfrom the Maintenance Reserve Account for payment of all amounts incurred under\nthis subsection (c), including as a reimbursement to Lessor for amounts so\nexpended from Lessor’s own funds. Solely for this purpose Lessee constitutes\nand appoints Lessor its true and lawful attorney-in-fact with full power of\nsubstitution to undertake the maintenance of the Aircraft in the name of\nLessee. Lessee empowers said attorney-in-fact as follows: (i) to use any funds\nin the Maintenance Reserve Fund for the purpose of making or completing the\nmaintenance of the Aircraft; (ii) to make such additions, changes and\ncorrections to the Aircraft as shall be necessary or desirable for the\nmaintenance of the Aircraft; (iii) to employ such contractors, subcontractors,\nagents, architects and inspectors as shall be required for such purposes; (iv)\nto pay, settle or compromise all existing bills and claims which are or may\nbecome liens against the Aircraft, or as may be necessary or desirable for the\nmaintenance of the Aircraft, or for the clearance of title; (v) to execute all\napplications and certificates in the name of Lessee which may be required by\nany of the contract documents; (vi) to prosecute and defend all actions or\nproceedings in connection with the maintenance of the Aircraft; and (vii) to", "source": "agreement_2.md" }, { "id": "530", "text": "proceedings in connection with the maintenance of the Aircraft; and (vii) to\ndo any and every act which Lessee might do in its own behalf to fulfill the\nterms of this Lease in connection with the maintenance of the Aircraft. It is\nfurther understood and agreed that this power of attorney, which shall be\ndeemed to be a power coupled with an interest, cannot be revoked. Lessee\nspecifically agrees that all power granted to Lessor under this Section may be\nassigned to any successor or assign of Lessor.", "source": "agreement_2.md" }, { "id": "531", "text": "(d) Nothing in this Section shall make Lessor responsible for maintenance of\nthe Aircraft, require Lessor to expend funds in addition to the Maintenance\nReserve Amount for the maintenance of the Aircraft, obligate Lessor to proceed\nwith maintenance of the Aircraft, or obligate Lessor to demand from Lessee\nadditional sums for the maintenance of the Aircraft.\n\n\n\n\\*\\*SECTION 6. LOSS OR DAMAGE\\*\\*.\n\n\n\n6.1 \\*\\*Risk of Loss\\*\\*. As of the Acceptance Date, and at all times thereafter\nunless and until the Aircraft is either purchased by Lessee or returned to\nLessor pursuant to the provisions of this Lease, Lessee shall bear the risk of\nany Event of Loss or other loss, theft, confiscation, taking, unavailability,\ndamage or partial destruction of the Aircraft, and shall not be released from\nits obligations hereunder in the event of any damage or Event of Loss to the\nAircraft or any part thereof. With respect to any repairable damage to the\nAircraft, Lessee shall: (a) repair the same in accordance with all of the\napplicable provisions of this Lease (including as provided in Section 5.3);\nand (b) provide written notice to Lessor thereof if constituting Material\nDamage either concurrently with its report of same to the applicable\nGovernmental Authority, or (if no such report is required) within ten (10)\ndays of the occurrence of such damage; and together with any damage reports\nprovided to the FAA or any other Governmental Authority, the insurer or\nSupplier, and any documents pertaining to the repair of such damage, including\ncopies of work orders, and all invoices for related charges.", "source": "agreement_2.md" }, { "id": "532", "text": "6.2 \\*\\*Loss of Aircraft\\*\\*. Upon the occurrence of any Event of Loss with\nrespect to the Airframe or the Aircraft, Lessee shall notify Lessor within\nfive (5) days of the date thereof. On the Casualty Payment Date, Lessee shall\npay to Lessor any Rent then due, plus the Casualty Value of the Aircraft\ndetermined as of such Casualty Payment Date, together with interest at the\nLate Payment Rate for the period (if any) from the Casualty Payment Date\nthrough the date of payment. Upon making the applicable payment required\nhereby, Lessee’s obligation to pay further Basic Rent for the Aircraft\nsubsequent to such payment shall cease, but Lessee shall remain liable for,\nand pay as and when due, all Supplemental Rent.\n\n\n\n | 8\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "533", "text": "6.3 \\*\\*Loss of an Engine\\*\\*. Upon an Event of Loss with respect to any Engine\n(as applicable, a \\*\\*“Lost Item”\\*\\* ), but not the Airframe, Lessee shall give\nLessor prompt written notice thereof, and within thirty (30) days after the\noccurrence of such Event of Loss replace such Lost Item with a Permitted\nReplacement by complying with the provisions of this Section 6.3. Any engine\nor auxiliary power unit constituting a “ \\*\\*Permitted Replacement\\*\\* ” for a\nLost Item shall (i) be of the same make and model number as the Lost Item,\n(ii) be free and clear of all Liens and (iii) have a value, utility and useful\nlife at least equal to, and be in as good an operating condition as, the Lost\nItem, assuming such Lost Item was in the condition and repair required by the\nterms hereof immediately prior to the occurrence of such Event of Loss.\nLessee, at its own cost and expense, shall (i) furnish Lessor with such\ndocuments to evidence such replacement, (ii) cause Lessor to have good and\nmarketable title to the Permitted Replacement, and subject to the Lessor’s\nInterest under this Lease, and (iii) take such other actions as may be\nrequired by Lessor to cause the Lessor’s Interest in such Permitted\nReplacement to be validly created and have first priority, including as\nevidenced on the FAA Registry, the International Registry, and any other\nrecording office. Each such Permitted Replacement shall, after such\nconveyance, be deemed an “Engine” and shall be deemed part of the same\nAircraft as was the Lost Item replaced thereby. Upon full compliance by Lessee\nwith the terms of this paragraph, Lessor will transfer to Lessee all of", "source": "agreement_2.md" }, { "id": "534", "text": "with the terms of this paragraph, Lessor will transfer to Lessee all of\nLessor’s right, title and interest, if any, in and to such Lost Item, which\ntransfer shall be “AS-IS, WHERE-IS”.", "source": "agreement_2.md" }, { "id": "535", "text": "6.4 \\*\\*Credit for Loss Payments\\*\\*. If Lessor receives a payment under any of\nthe Required Coverages, or from a Manufacturer or Governmental Authority, in\nconnection with an Event of Loss of an Airframe or an Engine, and such payment\nis both unconditional and indefeasible, then provided no Default or Event of\nDefault shall have occurred and be continuing, and Lessee shall have complied\nwith the provisions of Sections 6.2 or 6.3, as applicable, Lessor shall either\n(a) remit such proceeds to Lessee up to an amount equal to (i) the amount paid\nby Lessee to Lessor as the Casualty Value pursuant to Section 6.2, or (ii) the\namount of the replacement costs actually incurred by Lessee with respect to\nany Permitted Replacement pursuant to Section 6.3, or (b) credit such proceeds\nagainst any amounts owed by Lessee pursuant to Section 6.2. Any excess\ninsurance proceeds shall be retained by Lessor. If recoverable, Lessor shall\nbe entitled to recover possession of the Aircraft and to any salvage value in\nexcess of the Casualty Value paid to Lessor, but subject to the requirements\nof any third party insurance carrier in order to settle an insurance claim.\nLessor shall not be under any duty to Lessee to pursue any claim against any\nPerson in connection with an Event of Loss, but Lessee may do so at its own\ncost and expense and with Lessor’s prior written consent.\n\n\n\n\\*\\*SECTION 7\\. INSURANCE\\*\\*.\n\n\n\n7.1 \\*\\* Insured Risks\\*\\*. Lessee agrees to maintain at all times, at its sole\ncost and expense, with insurers having an A.M. Best or comparable agency\nrating of not less than “A-”:", "source": "agreement_2.md" }, { "id": "536", "text": "(a) (i) comprehensive aircraft liability insurance against third-party bodily\ninjury or property damage claims including, contractual liability, premises\nliability, death and property damage liability, public and passenger legal\nliability coverage, and sudden accident pollution coverage, in an amount not\nless than $100,000,000.00 for each single occurrence, and\n\n\n\n(ii) personal injury liability in an amount not less than $25,000,000.00; but,\nin no event shall the amounts of coverage required by sub-clauses (i) and (ii)\nbe less than the coverage amounts as may then be required by Applicable Law;\n\n\n\n(b) “all-risk” ground, taxiing, and flight hull insurance on an agreed-value\nbasis, covering the Aircraft, provided that such insurance shall at all times\nbe in an amount not less than the greater of (i) the insured value of the\nAircraft (as determined by Lessor), or (ii) the Casualty Value of the Aircraft\n(each such amount re-determined as of each anniversary of the date hereof for\nthe next succeeding year throughout the term of this Lease); and\n\n\n\n(c) war risk and allied perils (including confiscation, appropriation,\nexpropriation, terrorism and hijacking insurance) in the amounts required in\nparagraphs (a) and (b), as applicable.", "source": "agreement_2.md" }, { "id": "537", "text": "7.2 \\*\\*Policy Terms\\*\\*. Any policies of insurance carried in accordance with\nthis Section 7 and any policies taken out in substitution or replacement of\nany such policies shall (a) be endorsed to name Lessor as an additional\ninsured as its interests may appear (but without responsibility for premiums),\n(b) provide, with respect to insurance carried in accordance with Section\n7.1(b) or (c) above, that any amount payable thereunder shall be paid directly\nto Lessor as sole loss payee and not to Lessor and Lessee jointly, (c) provide\nfor thirty (30) days’ (seven (7) days’ in the case of war, hijacking and\nallied perils, and ten (10) days in the case of cancellation for non-payment\nof premium) prior written notice by such insurer of cancellation, material\nchange, or non-renewal, but failure to do so shall impose no obligation or\nliability of any kind upon the insurer, its agents or representatives, (d)\ninclude a severability of interest clause providing that such policy shall\noperate in the same manner as if there were a separate policy covering each\ninsured, but the inclusion of such additional interests shall not operate to\nincrease the insurer’s limit of liability, (e) waive any right of set-off\nagainst Lessor, and any rights of subrogation against Lessor, (f) provide that\nin respect of the interests of Lessor in such policies, that the insurance\nshall not be invalidated by any action or inaction of any Lessee Party or any\nother Person operating or in possession of the Aircraft, regardless of any\nbreach or violation of any warranties, declarations or conditions contained in\nsuch policies by or binding upon Lessee or any other Person operating or in\npossession of the Aircraft, and (g) be primary, not subject to any co-", "source": "agreement_2.md" }, { "id": "538", "text": "possession of the Aircraft, and (g) be primary, not subject to any co-\ninsurance clause and shall be without right of contribution from any other\ninsurance.", "source": "agreement_2.md" }, { "id": "539", "text": "| 9\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n7.3 \\*\\*Additional Requirements\\*\\*. Lessee shall not self-insure (by deductible,\npremium adjustment, or risk retention arrangement of any kind) with respect to\nany of the risks required to be insured pursuant to this Section 7\\. Lessee\nagrees that it shall obtain and maintain such other insurance coverages, or\ncause adjustments to be made to the scope, amount or other aspects of the\nexisting insurance coverages, promptly upon Lessor’s reasonable request, as\nand when Lessor deems such additional insurance coverages or modifications to\nbe appropriate in light of any changes in Applicable Law, prudent industry\npractices, the insurance market, any Lessee Party’s anticipated use of the\nAircraft or other pertinent circumstances. All of the coverages required\nherein shall be in full force and effect worldwide throughout any geographical\nareas to, in or over which the Aircraft is operated. All insurance proceeds\npayable under the requisite policies shall be payable in U.S. Dollars. At\nleast ten (10) days prior to the policy expiration date for any Required\nCoverages, Lessee shall furnish to Lessor an insurance certificate or other\nevidence requested by Lessor of the renewal or replacement of any such\ncoverages complying with the terms hereof, for a twelve (12) month or greater\nperiod commencing from and after such expiration date.\n\n\n\n\\*\\*SECTION 8. GENERAL AND TAX INDEMNIFICATIONS\\*\\*.", "source": "agreement_2.md" }, { "id": "540", "text": "8.1 \\*\\*General Indemnification\\*\\*. Lessee hereby further agrees, whether or not\nthe transactions contemplated by this Lease shall be consummated, to pay,\nindemnify, and hold Lessor, Lessor’s agents, employees, officers, directors,\nshareholders, subsidiaries, Affiliates and Assignees respective directors,\nshareholders, members, officers, employees, agents, predecessors, attorneys-\nin-fact, lawyers, successors and assigns (collectively, the “ \\*\\*Indemnified\nParties\\*\\* ”) harmless on an after-tax basis, from and against any and all\nliabilities, obligations, losses, damages, penalties, claims, actions, suits,\ndemands, costs, expenses and disbursements of any kind and nature whatsoever\n(each, a “ \\*\\*Claim\\*\\* ”), which may be imposed on, incurred by or asserted\nagainst any Indemnified Party, whether or not such Indemnified Party shall\nalso be indemnified as to any such Claim by any other Person, in any way\nrelating to or arising out of (a) the Airframe, any Engine, any Parts or\nRecords or any Collateral, including (whether by or through Lessee, Supplier,\nany Interested Third Party, or any other Person), the manufacture, inspection,\npurchase, delivery, acceptance, rejection, ownership, lease, sublease,\nmanagement, pooling, interchange, time sharing, chartering, possession, use,\noperation, maintenance, security, condition (whether prior to, upon or after\ndelivery or acceptance of any of the same), registration or re-registration,\nsale, return, removal, repossession, storage or other disposition of any of\nthe same, or any accident in connection therewith, including Claims involving\nor alleging environmental damage, criminal acts, hijacking, acts of terrorism", "source": "agreement_2.md" }, { "id": "541", "text": "the same, or any accident in connection therewith, including Claims involving\nor alleging environmental damage, criminal acts, hijacking, acts of terrorism\nor similar acts, product liability or strict or absolute liability in tort,\nlatent and other defects (whether or not discoverable) and for any other risk\nor matter, including any of the same that result in injuries, death,\ndestruction, or other harm or loss to Persons or property, without regard as\nto who may have operational control of the Aircraft from time to time or (b)\nany of the Lease Documents, Third Party Agreements or other Transaction\nDocuments, or the performance, breach (including any Default or Event of\nDefault) or enforcement of any of the terms hereof or thereof, \\_provided\\_ ,\nthat Lessee shall have no obligation to indemnify an Indemnified Party with\nrespect to Claims directly arising from the gross negligence or willful\nmisconduct of such Indemnified Party (unless if imputed by Applicable Law). If\nany Claim is made against any Indemnified Party, the party receiving notice or\notherwise becoming aware of such Claim shall promptly notify the other, but\nthe failure of the party having knowledge of a Claim to so notify the other\nparty shall not relieve Lessee of any obligation hereunder.", "source": "agreement_2.md" }, { "id": "542", "text": "8.2 \\*\\* General Tax Indemnity\\*\\*. On the Closing Date, and at all times\nthereafter (subject to the exceptions provided below):\n\n\n\n(a) \\_Tax Reporting\\_. If permitted by Applicable Law, Lessee shall prepare and\nfile in its own name or on Lessor’s behalf, with all appropriate taxing\nauthorities all tax returns that are required to be filed and all\nregistrations, declarations, returns and other documentation with respect to\nany personal property taxes (or any other taxes in the nature of or imposed in\nlieu of property taxes) due or to become due with respect to the Aircraft or\nany of the Collateral, or any part of either thereof; and if not so permitted\nby Applicable Law, to promptly notify Lessor in writing and provide it with\nall information required in order for Lessor to timely file any and all of the\nsame.\n\n\n\n | 10\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "543", "text": "(b) Impositions. Lessee hereby further agrees, whether or not the\ntransactions contemplated by this Lease shall be consummated, to pay on or\nbefore the due date, directly to the appropriate federal, state, local or\nforeign taxing authority or other Governmental Authority (a “Taxing\nAuthority”) or, if such payment is not allowed under Applicable Law, directly\nto (a) Lessor with sufficient prior notice and assistance in order for Lessor\nto timely make payment before the due date), (i) all taxes as shown on said\nreturns and all taxes assessed, billed or otherwise payable with respect to\nthe Aircraft or any Collateral, any part of either thereof, or the\ntransactions contemplated by the Transaction Documents; (ii) all license\nand/or registration or filing fees, assessments, governmental charges and\nsales, use, property, excise, privilege, value added, withholding and other\ntaxes (including any related interest, charges or penalties) or other charges\nor fees now or hereafter imposed by any Taxing Authority, on Lessor, Lessee,\nany Lessee Party or any other Person in possession of the Aircraft or any\nCollateral or any of either thereof, the Aircraft or any Collateral, or any\npart of any thereof, the Rent (or other amounts payable under the Transaction\nDocuments), or the transactions contemplated by the Transaction Documents,\nincluding any of the same imposed with respect to the landing, airport use,\nmanufacturing, ordering, shipment, inspection, purchase, acceptance,\nrejection, ownership, delivery, installation, management, pooling,\ninterchange, time sharing, leasing (pursuant to this Lease, any sublease, or\notherwise), chartering, operation, possession, use, maintenance, repair,\ncondition, removal, registration, de-registration, abandonment, repossession,", "source": "agreement_2.md" }, { "id": "544", "text": "otherwise), chartering, operation, possession, use, maintenance, repair,\ncondition, removal, registration, de-registration, abandonment, repossession,\nstorage, sale, return, or other disposition of the Aircraft or any part of any\nthereof, the Rent (or other amounts under the Transaction Documents) or any of\nthe Collateral or any part thereof, or any interest in any thereof; and (iii)\nany penalties, charges, interest, fines, additions to tax or costs imposed\nwith respect to any items referred to in sub-clauses (i) and (ii); the items\nreferred to in sub-clauses (i), (ii), and (iii) above being referred to herein\ncollectively, as “ \\*\\*Impositions\\*\\* ”; except that “Impositions” shall\nexpressly exclude, and Lessee shall have no such obligation in respect of, any\nof the same either (A) imposed against Lessor and imposed on or measured by\nthe net income, capital or net worth of Lessor by the jurisdiction in which\nLessor was incorporated or formed, or in which Lessor has its principal place\nof business or (B) arising from the gross negligence or willful misconduct of\nLessor (unless imputed by Applicable Law). Lessee will indemnify Lessor from,\nand defend and hold Lessor harmless, on an after-tax basis against, any and\nall such Impositions. Any Impositions which are not paid when due and which\nare paid by Lessor shall, at Lessor’s option, become immediately due from\nLessee to Lessor.", "source": "agreement_2.md" }, { "id": "545", "text": "(c) \\_Notices, Payment, Etc\\_. Lessor shall provide Lessee with\nnotice of any such Impositions for which Lessor intends to hold Lessee\nresponsible under this Section 8.2, provided that the failure to give such\nnotice shall not relieve Lessee of responsibility under this Section 8.2, and\nupon such notice to Lessee, such Impositions shall become immediately due to\nLessor. Lessee shall promptly provide Lessor, at Lessee’s cost and expense,\nwith copies of all returns and documents for which it is responsible under\nthis Section 8.2, as well as receipts for payment of such Impositions. In\naddition, the term “Lessor”, for purposes of this Section 8.2, shall include\nLessor’s agents, employees, officers, directors, shareholders, members,\nsubsidiaries, Affiliates, assigns, as well as any affiliated, consolidated,\nunitary or combined group with which any thereof files a tax return.\n\n\n\n8.3 \\*\\*Tax Loss Indemnity\\*\\*. Lessee shall indemnify Lessor upon the\noccurrence of any Tax Loss as and to the extent provided in the Special Tax\nIndemnity Rider (all of the provisions of which are hereby incorporated by\nreference).\n\n\n\n8.4 \\*\\*Survival\\*\\*. Lessee’s obligations under this Section 8 shall\nsurvive any expiration, cancellation or other termination of this Lease.\n\n\n\n\\*\\*SECTION 9\\. EVENTS OF DEFAULT AND REMEDIES\\*\\*.\n\n\n\n| 9.1| \\*\\*EVENTS OF DEFAULT\\*\\*. The term “ \\*\\*Event of Default\\*\\* ”, wherever\nused herein, shall mean: \n---|---|---", "source": "agreement_2.md" }, { "id": "546", "text": "(a) \\_Rental Failure\\_. Any non-payment of, including any failure by\nLessee to pay, (i) any Basic Rent or Casualty Value, or other accelerated\namount, as and when due pursuant to this Lease or any of the other Lease\nDocuments (whether on a specified payment date, or by acceleration, upon\ndemand or otherwise), and such non-payment or other failure continues for a\nperiod of ten (10) Business Days from and including such due date; or (ii) any\nSupplemental Rent or any other amount as and when due pursuant to this Lease\nor any of the other Lease Documents, excluding any amounts covered by clause\n(i) (whether on a specified payment date, or by acceleration, upon demand or\notherwise) and such non-payment or other failure continues for a period of ten\n(10) Business Days from and including the date of receipt of written notice of\na payment default from Lessor; or\n\n\n\n(b) \\_Affiliate Indebtedness Defaults\\_. With respect to Lessee\nParty and any of its affiliates, any default or an event of default (however\ndefined) shall have occurred under any loan or lease from, or guaranty or\nother financing obligation to, Lessor or any of its affiliates, and in such\ncase the applicable grace period for curing such default or event of default\nshall have expired; or\n\n\n\n | 11\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "547", "text": "| 11\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(c) \\_Other Indebtedness Defaults.\\_ With respect to any Lessee\nParty and any of its affiliates, any default or event of default (however\ndefined) shall have occurred under any other loan or lease from, or guaranty\nor other financing obligation in excess of $50,000 to, any Person not\naffiliated with Lessor, and in such case the applicable grace period for\ncuring such default or event of default shall have expired; or", "source": "agreement_2.md" }, { "id": "548", "text": "(d) \\_Breaches of Insurance, Applicable Law, Disposition\nRestrictions or Return Requirements.\\_ (i) Any of the Required Coverages are\nnot kept in full force and effect, or a breach or violation shall exist with\nrespect to any provisions thereof; or the Aircraft is operated in a manner, at\na time or in or over or located at a place with respect to which such Required\nCoverages shall not be in effect; (ii) Lessee shall fail to cause the Airframe\nor the Engines to be used, operated, maintained or otherwise kept in a\ncondition so as to be in compliance with all Applicable Laws; (iii) any Lessee\nParty shall fail to comply with any provision of any of the Lease Documents\nrestricting Liens and other dispositions relating to the Aircraft, any\nCollateral, or the unpermitted assignment or delegation or any such Lessee\nParty’s respective rights or obligations under any of the Transaction\nDocuments (including Section 5.6 hereof); (iv) any failure to cause the\nLessor’s Interest in the Aircraft or any Collateral to have been validly\ncreated, or to have first priority, pursuant to Applicable Law; or (v) any\nfailure to return the Aircraft to Lessor on the date and in the manner\nrequired by this Lease or any of the other Lease Documents; or\n\n\n\n(e) \\_Misrepresentations\\_. Any representation or warranty made by\nany Lessee Party to or in favor of Lessor herein or in any of the Transaction\nDocuments or in any related agreement, document or certificate shall prove to\nhave been incorrect, misleading, or inaccurate in any material respect when\nmade or given (or, if a continuing representation or warranty, at any time);\nor", "source": "agreement_2.md" }, { "id": "549", "text": "(f) \\_Insolvency\\_. The commencement of any bankruptcy, insolvency,\nreceivership or similar proceeding by or against any Lessee Party or any of\nits or their properties or business (unless, if involuntary, the proceeding is\ndismissed within sixty (60) days of the filing thereof) or the rejection of\nthe Lease or any related Lease Document in any such proceeding; or\n\n\n\n(g) \\_Change of Control\\_. Any Person (including as such term is\nused in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)\nacquires, after the date of this Lease, the beneficial ownership, directly or\nindirectly, of 30% or more of the voting power of the total outstanding stock\nor other ownership interests of any Guarantor; or", "source": "agreement_2.md" }, { "id": "550", "text": "(h) \\_Merger\\_. Lessee or any Guarantor shall enter into any\ntransaction of merger or consolidation unless prior to the consummation of\nsuch transaction, (1) Lessee or Guarantor, as applicable, obtains from Lessor\nwritten confirmation that Lessor, after giving effect to the transaction, is\nsatisfied as to the surviving entities’ creditworthiness and conformance to\nthe other criteria then used by Lessor when approving similar transactions,\nand (2) the surviving entity (A) is organized and existing under the laws of\nthe United States or any state thereof, and (B) if Lessee or Guarantor, as\napplicable, shall not be the entity surviving such transaction, the surviving\nentity executes and delivers to Lessor (i) an agreement satisfactory to Lessor\npursuant to which such entity assumes and agrees to be fully liable for all of\nLessee’s or Guarantor’s obligations under the Lease, and (ii) any and all\nother documents, agreements, instruments, certificates, opinions and filings\nreasonably requested by Lessor); or", "source": "agreement_2.md" }, { "id": "551", "text": "(i) \\_Dissolution\\_. (1) Any Lessee Party (A) ceases to do business\nas a going concern, liquidates, dissolves or otherwise terminates its\nexistence (B) sells, transfers or otherwise disposes of all or substantially\nall of its assets or property (whether in one transaction or a series of\ntransactions), or (2)(A) the death or judicial declaration of incompetence of\nany Guarantor that is an individual or any other individual responsible, in\nwhole or in part, for payment or performance of the Obligations and a\nsubstitute Guaranty from a Guarantor acceptable to Lessor in Lessor’s sole\ndiscretion is not in place within thirty (30) days or (B) the conviction of,\nor guilty plea by, any individual Guarantor (or any other individual\nresponsible, in whole or in part, for payment or performance of the\nObligations) with respect to any criminal act constituting a felony or (C) any\nrepudiation by any Lessee Party of its obligation for the payment or\nperformance of the Obligations, (iv) any allegation or judicial determination\nthat any of the Transaction Documents is unenforceable in any material respect\nor (v) a Default (as defined in any Guaranty) shall occur; or\n\n\n\n| (j)| \\_Operating Consent\\_. Any event or condition constituting a breach or\nother default under any Operating \n---|---|--- \n \n\n\nConsent; or\n\n\n\n(k) \\_Material Adverse Change\\_. There is a material adverse change\nin the business, operations or financial condition of any Lessee Party or in\nits, or his or her ability to comply with the Lease Documents since the\nClosing Date as determined by Lessor, in its sole discretion and in good\nfaith; or", "source": "agreement_2.md" }, { "id": "552", "text": "(l) \\_Breach of Other Covenants\\_. Any Lessee Party fails to perform\nor observe any other covenant, condition or agreement to be performed or\nobserved by it under any Lease Document related to this Lease that is not\notherwise addressed in this Section 9.1, and such failure continues unremedied\nfor a period of 30 days after any such Lessee Party first becomes aware of\nsuch failure (but such cure period shall not be applicable unless the breach\nis curable by practical means within the cure period, or such cure period may\nbe extended for a period not to exceed 90 days if Lessee is diligently\npursuing a remedy).\n\n\n\n | 12\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "553", "text": "9.2 \\*\\*Remedies\\*\\*. If an Event of Default occurs, in addition to\nall other rights and remedies granted to it in this Lease and in the other\nLease Documents, Lessor may exercise all rights and remedies of a lessor under\nthe UCC or as a creditor, chargee or security assignee under the Cape Town\nConvention (including any and all remedies thereunder requiring agreement by\nLessee), or otherwise available to Lessor under any other Applicable Law.\nWithout limiting the generality of the foregoing, Lessee agrees that upon the\noccurrence of an Event of Default, Lessor, without demand or notice of any\nkind (except as specified below) to or upon Lessee or any other Person, in its\nsole discretion, may exercise any one or more of the following remedies: (a)\nproceed at law or in equity, to enforce specifically Lessee’s performance or\nto recover damages; (b) declare this Lease in default, or cancel this Lease or\notherwise terminate Lessee’s rights, but not its obligations under this Lease\nand the other Lease Documents (including Lessee’s right to use and possess the\nAircraft), and Lessee shall immediately return the Aircraft and any\nCollateral, to Lessor in accordance with the terms hereof and thereof; (c) to\nthe extent permitted by Applicable Law, enter the premises where the Aircraft\nis located and take immediate possession of and remove (or disable in place)\nthe Aircraft (or any Engines and any Parts then unattached to the Aircraft)\nand any Collateral, by self-help, summary proceedings or otherwise without\nliability or cost (including for storage or rent); (d) use Lessee’s premises\nfor storage as set forth in this Lease without liability; (e) preserve the\nAirframe and Engines and any Collateral, and their respective value (but", "source": "agreement_2.md" }, { "id": "554", "text": "Airframe and Engines and any Collateral, and their respective value (but\nwithout any obligation to do so), immobilize or keep idle the Airframe or any\nEngine, manage, sell, re-lease or otherwise dispose of the Airframe, any\nEngine or other property relating to the Aircraft, and any Collateral, whether\nor not in Lessor’s possession, at public or private sale, with or without\nnotice to Lessee (except as required by Applicable Law, and in furtherance\nthereof, Lessor agrees that it shall give Lessee no less than twenty (20)\nworking days’ prior notice of any proposed sale or lease of the Airframe or\nany Engine, or any Collateral, which Lessee acknowledges as constituting\n“reasonable prior notice” for the purposes of the Cape Town Convention), and\napply or retain the net proceeds of such disposition, with Lessee remaining\nliable for any deficiency and with any excess being retained by Lessor; (f)\napply any deposit or other cash collateral, or collect and apply any proceeds\nof the Collateral, at any time to reduce any amounts due to Lessor; (g) demand\nand recover from Lessee the Liquidated Damages (as more particularly provided\nin Section 9.3), and other Rent whenever the same shall be due; (h) terminate\nany Third Party Agreement without regard as to the existence of any event of\ndefault thereunder and recover, or cause Lessee to relinquish possession and\nreturn the Aircraft, including the Engines and Parts, pursuant to this Section\n9.2, or exercise any and all other remedies under any Operating Consent or, in\nLessee’s stead, to the extent provided for under, or otherwise available to\nLessee under such Third Party Agreement; (i) demand and obtain from any court\nspeedy relief pending final determination available at law (including, without", "source": "agreement_2.md" }, { "id": "555", "text": "speedy relief pending final determination available at law (including, without\nlimitation, possession, control, custody or immobilization of the Aircraft or\npreservation of the Aircraft or its fair market value); and (j) exercise any\nand all other remedies provided in Section 9.3, elsewhere in this Lease or in\nany of the other Lease Documents.", "source": "agreement_2.md" }, { "id": "556", "text": "9.3 \\*\\*Liquidated Damages.\\*\\* Without limiting the generality of the\nprovisions of Section 9.2: (a) Upon the occurrence of an Event of Default,\nLessor may, among other things, demand and recover from Lessee as liquidated\ndamages (the “ \\*\\*Liquidated Damages\\*\\* ”) an amount calculated as the Casualty\nValue of the Aircraft (determined as of the next Basic Rent Date after the\ndate of the occurrence of the subject Event of Default), together with all\nother Rent due hereunder as of such determination date, less a credit for any\ndisposition proceeds, if applicable, pursuant to the application provisions of\nclause (b); except that, upon the commencement of any voluntary case under the\nfederal bankruptcy code concerning Lessee, or other voluntary act involving\nLessee of the type described in Section 9.2(e), Lessor’s right to demand and\nrecover the liquidated damages payable pursuant to this Section 9.3 shall be\nautomatically exercised, without any requirement of notice to Lessee or of any\nother act or declaration by Lessor, and the liquidated damages described\ntherein shall be immediately due and payable. (b) If Lessor demands the\nliquidated damages pursuant to clause (a), and recovers and sells the\nAircraft, any proceeds of such disposition by Lessor, to the extent received\nby Lessor in good and indefeasible funds, shall be applied by Lessor, (i)\nfirst, to pay all costs, charges and expenses, payable pursuant to Section\n9.4, (ii) next, to pay to Lessor an amount equal to any unpaid Rent due and\npayable to Lessor, together with the liquidated damage amounts specified\nabove, to the extent not previously paid, (iii) next, to pay to Lessor any", "source": "agreement_2.md" }, { "id": "557", "text": "above, to the extent not previously paid, (iii) next, to pay to Lessor any\ninterest accruing on the amounts covered by the preceding clauses, at the Late\nPayment Rate, from and after the date the same become due and payable pursuant\nto the terms hereof through the date of payment, (iv) next, to reimburse\nLessee for such amounts to the extent paid by Lessee as liquidated damages\npursuant hereto (up to the amount of the Casualty Value calculated as provided\nabove), and (v) any amount remaining thereafter shall be retained by Lessor as\nowner of the Aircraft. (c) Lessee hereby acknowledges and agrees that: (i) the\nliquidated damages payable pursuant to this Section 9.3, (iv) are to be paid\nin lieu of future Basic Rent, (B) are (as of both the date hereof, and the\nAcceptance Date) reasonable in light of the anticipated harm arising by reason\nof an Event of Default, and (C) are not a penalty; (ii) the occurrence of any\none or more of the Events of Default shall be deemed, for all purposes, to\nsubstantially impair the value to Lessor of the transactions contemplated\nunder the Lease Documents; (iii) in the event that, notwithstanding the intent\nand express agreement of the parties, either the liquidated damages provision\nin this Section 9.3 is deemed non-compliant with applicable law, or\ncircumstances cause it to fail of its essential purpose, Lessor may exercise\nany of the other remedies provided herein, or available under UCC Article 2A\nor other applicable law (including the right to demand and be paid any or all\nof (A) all then accrued and unpaid Rent, (B) the present value of all then\nunaccrued Basic Rent for the remaining Term, discounted at the Discount Rate,", "source": "agreement_2.md" }, { "id": "558", "text": "unaccrued Basic Rent for the remaining Term, discounted at the Discount Rate,\nwith an appropriate credit consistent with whether and how Lessor disposes of\nthe Aircraft, and (C) any incidental or consequential damages, less expenses\nsaved by Lessor in consequence of such Event of Default); and (iv) Lessor\nshall have no obligation to make any of the remittances to or apply any\ncredits in favor of Lessee that are contemplated in this Section 9.3 if Lessor\nhas paid such amounts to any guarantor or other Person having a right of\nsubrogation with respect to such amounts, or such guarantor or other Person\nhas demanded the payment of such amount.", "source": "agreement_2.md" }, { "id": "559", "text": "| 13\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n9.4 \\*\\*Costs, Etc\\*\\*. Lessee shall be liable for, and pay to Lessor\nupon demand, all costs, charges and expenses incurred by Lessor in enforcing\nor protecting its rights under this Lease or any other Lease Documents,\nwhether by reason of any Default or Event of Default, or otherwise, including,\n(a) any expenses incurred by Lessor in connection with effecting performance\non Lessee’s behalf, together with interest thereon at the Late Payment Rate,\nuntil repaid, and (b) any other legal fees, disbursements, insurance, expert\nwitness fees, consultant fees, repossession, Impositions, Lien removal,\nrecovery, storage, inspection, appraisal, repair, costs of transportation,\nrefurbishing, advertising and brokers’ fees, and other carrying costs and\ncosts of sale, re-lease or other disposition of the Aircraft or any\nCollateral.", "source": "agreement_2.md" }, { "id": "560", "text": "9.5 \\*\\*Acknowledgments, Waivers, Etc\\*\\*. Lessee hereby acknowledges\nand agrees as follows: (a) None of the provisions of this Section 9, including\nany remedies set forth or referenced herein, is “manifestly unreasonable” for\nthe purposes of the Cape Town Convention. (b) No right or remedy is exclusive,\nand each may be used successively and cumulatively and in addition to any\nother right or remedy referred to above or otherwise available to Lessor at\nlaw or in equity, including, such rights and/or remedies as are provided for\nin the Cape Town Convention or the UCC. (c) No express or implied waiver by\nLessor of any Default or Event of Default hereunder shall in any way be, or be\nconstrued to be, a waiver of any future or subsequent Default or Event of\nDefault. (d) The failure or delay of Lessor in exercising any available rights\nor remedies upon the occurrence of any event shall not constitute a waiver of\nany such right or remedy upon the continuation or reoccurrence of any such\ncontingencies or similar contingencies, and any single or partial exercise of\nany particular right by Lessor shall not exhaust the same or constitute a\nwaiver of any other right provided for or otherwise referred to herein. (e)\nAll remedies set forth herein shall survive the expiration, cancellation or\nother termination of this Lease for any reason whatsoever. (f) It hereby\nwaives any rights under the UCC or the Cape Town Convention to cancel or\nrepudiate this Lease or any of the other Lease Documents, to reject or revoke\nacceptance of the Aircraft or any component thereof, to suspend performance,\nand to recover from Lessor any general, special, incidental or consequential\ndamages, for any reason whatsoever.", "source": "agreement_2.md" }, { "id": "561", "text": "9.6 \\*\\*Power-of-Attorney\\*\\*. Lessee irrevocably appoints Lessor as\nits attorney-in-fact to act in Lessee’s name and on its behalf to make,\nexecute, deliver and file any instruments or documents (including any filings\nat the FAA), settle, adjust, receive payment, make claim or proof of loss,\nendorse Lessee’s name on any checks, drafts or other instruments in payment of\nany insurance claims and to take any action as Lessor deems necessary or\nappropriate to carry out the intent of this Lease and the other Transaction\nDocuments; \\_provided\\_ , \\_however\\_ , Lessor agrees that it will not exercise\nthis power unless a Default or Event of Default has occurred and is\ncontinuing. This appointment is coupled with an interest, is irrevocable and\nshall terminate only upon payment in full of the obligations set forth in this\nLease or any other Lease Documents.\n\n\n\n\\*\\*SECTION 10\\. NOTICES, REPORTS, FURTHER ASSURANCES AND INSPECTIONS\\*\\*.\n\n\n\n10.1 \\*\\*Notices\\*\\*. Lessee shall give prompt written notice to\nLessor of (a) the occurrence of any Default or Event of Default; (b) the\noccurrence of any Event of Loss or event of which Lessee may be aware that\ncould become an Event of Loss; (c) the commencement or threat of any material\nlitigation or proceedings affecting Lessee or any material litigation or\nproceedings affecting the Aircraft or any Collateral, or the ability of Lessee\nto comply with its obligations under the Lease Documents; and (d) any dispute\nbetween Lessee or any Interested Third Party and any Governmental Authority or\nother party that involves Aircraft or any Collateral or that might materially\ninterfere with the normal business operations of Lessee.", "source": "agreement_2.md" }, { "id": "562", "text": "10.2 \\*\\*Financial Information\\*\\*. Lessee shall furnish to Lessor: (a)\nif requested by Lessor, within one hundred twenty (120) days of the close of\neach fiscal year of Lessee beginning with December 31, 2021 \\_,\\_ Lessee’s\nconsolidated (and, if applicable, consolidating) balance sheet and statements\nof shareholders’ equity, cash flows and operations as of the end of and for\nsuch fiscal year all on a comparative basis with the prior fiscal year and\nprepared in accordance with GAAP, certified by a recognized firm of certified\npublic accountants; (b) if requested by Lessor, within sixty (60) days of the\nclose of each quarter of Lessee beginning with December 31, 2021, Lessee’s\ninterim monthly consolidated (and, if applicable, consolidating), balance\nsheet and statements of shareholders’ or member’s equity, cash flows and\noperations as of the end of and for such fiscal month, all on a comparative\nbasis with the similar fiscal month of the previous year and prepared in\naccordance with GAAP, certified by the chief financial officer of Lessee;\n\\_provided, however\\_ , that Lessee shall be deemed to have complied with the\nforegoing requirements in clauses (a) and (b) if such entity files Forms 10-K\nand 10-Q with the Securities and Exchange Commission that are publicly\navailable within the time frames set forth above, and all such financial\nstatements (or Forms 10-Q and 10-K) shall fairly present financial condition\nand the results of operations of the respective Person as of the date of and\nfor the period covered by such statements; promptly, as soon as available,\nmonthly bank statements reflecting Lessee’s cash position; and (d) promptly,\nsuch additional financial and other information as Lessor may from time to", "source": "agreement_2.md" }, { "id": "563", "text": "monthly bank statements reflecting Lessee’s cash position; and (d) promptly,\nsuch additional financial and other information as Lessor may from time to\ntime reasonably request; cause Guarantor to comply with the financial\nreporting requirements set forth in the Guaranty and promptly furnish to\nLessor any such financial and other information regarding the Lessee or\nGuarantor or any of its affiliates as Lessor may from time to time reasonably\nrequest.", "source": "agreement_2.md" }, { "id": "564", "text": "| 14\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n10.3 \\*\\*Further Assurances\\*\\*. Lessee shall, at its sole expense,\npromptly execute and deliver to Lessor such further instruments, and it\nauthorizes Lessor to prepare and file, all UCC and FAA filings and other\ndocuments, make, cause to be made and/or consent to all registrations\n(including any discharges and subordinations, or as to the prospective or\nactual sale of, and any international interest in, the Engines) with the\nInternational Registry, and take such further action, as Lessor may from time\nto time reasonably request in order to further carry out the intent and\npurpose of the Lease Documents and to establish, protect and enforce the\nrights, interests, remedies and Liens (including the first priority thereof)\ncreated, or intended to be created, in favor of Lessor thereby.", "source": "agreement_2.md" }, { "id": "565", "text": "10.4 \\*\\*Inspection\\*\\*. Once every twelve month period, Lessor shall\nhave the right, but not the duty, to inspect the Aircraft, any component\nthereof and the Records, at any reasonable time and from time to time,\nwherever located, upon not less than forty-eight (48) hours prior written\nnotice to Lessee; provided that such inspection shall not interfere with the\noperations of the Aircraft; except that no advance notice shall be necessary\nprior to any inspection conducted, and such inspection may be conducted at any\ntime, after the occurrence of a Default or an Event of Default. Upon request\nof Lessor, Lessee promptly shall confirm to Lessor the location of the\nAircraft and the Records and shall, at any reasonable time and from time to\ntime, upon reasonable prior written notice to Lessee, make the Aircraft and\nthe Records available to Lessor for inspection. Lessee shall be responsible\nfor the cost of any inspection conducted after the occurrence of a Default or\nan Event of Default, and shall pay Lessor such amount as additional Rent\nwithin ten (10) days of demand. If Lessee enrolls the Aircraft in a\ncomputerized maintenance program, Lessee shall provide Lessor full authorized\naccess to such computerized maintenance program during the Term and upon\nreturn (which access may be “read-only”, but shall be provided at no cost to\nLessor).\n\n\n\n\\*\\*SECTION 11\\. MISCELLANEOUS\\*\\*.", "source": "agreement_2.md" }, { "id": "566", "text": "\\*\\*SECTION 11\\. MISCELLANEOUS\\*\\*.\n\n\n\n11.1 \\*\\*Construction and Related Matters\\*\\*. All representations and\nwarranties made in this Lease and in the other Transaction Documents shall\nsurvive the execution and delivery of this Lease, and the purchase and lease\nof the Aircraft pursuant to the Lease Documents. Without limiting any other\nprovision of this Lease regarding the survival of Lessee’s obligations\nhereunder or under any of the other Lease Documents, Lessee’s obligation to\npay Supplemental Rent, and any of its other obligations under this Section 11,\nshall survive the expiration, cancellation or other termination of this Lease.\nThe headings of the Sections hereof are for convenience only, are not part of\nthis Lease and shall not be deemed to affect the meaning or construction of\nany of the provisions hereof. Time is of the essence in the payment and\nperformance of all of Lessee’s obligations under this Lease. Any provision of\nthis Lease that may be determined to be prohibited or unenforceable in any\njurisdiction shall, as to such jurisdiction, be ineffective in such\njurisdiction to the extent thereof without invalidating the remaining\nprovisions of this Lease, which shall remain in full force and effect.\n\n\n\n11.2 \\*\\*Notices\\*\\*. All communications and notices provided for herein\nshall be in writing and shall be deemed to have been duly given or made (i)\nupon hand delivery, or (ii) upon delivery by an overnight delivery service, or\n(iii) when sent by telecopy (with customary confirmation of receipt of such\ntelecopy) on the Business Day when sent or upon the next Business Day if sent\non other than a Business Day.", "source": "agreement_2.md" }, { "id": "567", "text": "11.3 \\*\\*Granting Clause\\*\\*. In order to secure the prompt and full\npayment and performance as and when due of any and all of the Obligations, now\nexisting or hereafter created of any kind whatsoever, including all of the\nsame under or relating to this Lease and the other Lease Documents (all of\nwhich Lessee agrees it shall pay and perform in accordance herewith and\ntherewith), Lessee hereby grants, pledges and assigns to Lessor a first\npriority security interest, collateral assignment, international interest, and\nsecurity assignment in, against, under and with respect to all of Lessee’s\nright, title and interest in, to and under all of the following collateral,\nwhether now existing or hereafter acquired (collectively, the “Collateral”):\n(i) (in the event that contrary to the intentions of the parties, a court\ndetermines that this Lease is not a “true” lease under applicable commercial\nlaw) the Aircraft, including the Airframe, the Engines and each of the Parts\nand the Records; (ii) this Lease, and any and all other present and future\nTransaction Documents, Third Party Agreements, or other present and future\nagreements of any kind whatsoever relating to the Aircraft or any part\nthereof; (iii) all rent, charter payments, reimbursements and other\ndisbursements, remittances or other amounts payable with respect thereto,\nincluding all rent and other amounts constituting associated rights secured by\nor associated with the Airframe and Engines, together with any related\ninternational interests and prospective international interests; (iv) any\ncollateral described in the other Lease Documents (including in any Operating\nConsent); and (v) all proceeds of the foregoing. Without limiting the\nforegoing, with respect to the Lessor’s Interest (whether created pursuant to", "source": "agreement_2.md" }, { "id": "568", "text": "foregoing, with respect to the Lessor’s Interest (whether created pursuant to\nthe foregoing grant or otherwise), (A) Lessor shall have a validly registered\nand first priority international interest in the Airframe and in each Engine,\n(B) Lessee agrees that it shall perform and procure performance in accordance\nwith any Third Party Agreement or other agreement or instrument giving rise to\nany associated rights that are or may become subjected to the Lessor’s\nInterest, and (C) the Lien granted to Lessor pursuant to this Section 11.3\nshall survive the termination, cancellation or expiration of this Lease until\nsuch time as Lessee’s obligations under the Lease Documents are fully and\nindefeasibly discharged.", "source": "agreement_2.md" }, { "id": "569", "text": "| 15\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n11.4 \\*\\*Transaction Expenses\\*\\*. Without limiting any other provision\nof this Lease, Lessee agrees to be solely responsible for, and pay all of the\nfollowing:", "source": "agreement_2.md" }, { "id": "570", "text": "(a) \\_Transaction Expenses\\_. Lessee shall pay to Lessor upon demand\nall fees, costs and expenses incurred by or on behalf of Lessor (“\n\\*\\*Transaction Expenses\\*\\* ”) at any time in connection with (i) the\nnegotiation, preparation, execution, delivery and enforcement of the Lease\nDocuments and the collection of the Obligations (both before and after the\noccurrence of a Default or Event of Default), (ii) the creation, preservation\nand protection of the Collateral and the perfection, first priority and\nenforcement of Lessor’s Lien, or (iii) Lessee’s exercise of any right granted\nunder, or any amendment or other modification to any of, the Lease Documents.\nSuch Transaction Expenses shall include, without limitation, appraisal and\ninspection fees, the fees and expenses of Aviation Counsel and of Lessor’s\ncounsel, consultants and brokers, UCC, FAA, International Registry and other\napplicable title, interest and lien searches, and costs and expenses relating\nto recovery, repossession, storage, insurance, transportation, repair,\nrefurbishment, advertising, sale and other dispositions of the Aircraft or of\nany Collateral. Lessee shall also pay all fees (including license, filing and\nregistration fees), Impositions and other charges of whatever kind or nature\nthat may be payable or determined to be payable in connection with (i) the\nexecution, delivery, recording or performance of this Lease or any of the\nother Transaction Documents, or any modification thereof, and (ii) the\nfilings, registrations and other undertakings relating thereto. In addition to\nthe foregoing, Lessee shall pay to Lessor a documentation fee in the amount of\n$2,500.00.", "source": "agreement_2.md" }, { "id": "571", "text": "(b) \\_Lessor’s Performance\\_. If any Lessee Party fails to perform\nor comply with any of its agreements contained herein or in the other\nTransaction Documents, including its obligations to keep the Aircraft and any\nCollateral free of Liens (other than the Permitted Liens), comply with\nApplicable Standards, or obtain the Required Coverages, Lessor shall have the\nright, but shall not be obligated, to effect such performance or compliance,\nwith such agreement. Any expenses of Lessor incurred in connection with\neffecting such performance or compliance, together with interest thereon at\nthe Late Payment Rate from the date incurred until reimbursed, shall be\npayable by Lessee to Lessor as Rent promptly on demand and until such payment\nshall constitute part of the obligations secured by any Collateral. Any such\naction shall not be a cure or waiver of any Default or Event of Default\nhereunder.", "source": "agreement_2.md" }, { "id": "572", "text": "11.5 \\*\\*Assignment\\*\\*. In addition to the other dispositions required\nor contemplated in this Lease, Lessor (the “Assignor”) may at any time, upon\n20 days’ prior notice to Lessee, freely grant a security interest in, sell,\nassign, or transfer (an “ \\*\\*Assignment\\*\\* ”) all or any part of their\nrespective interests in, under or with respect to this Lease, the other\nTransaction Documents, the Aircraft, or any Rent due or to become due with\nrespect thereto (including all associated rights associated with or secured\nthereby and the related international interests), and Lessee shall perform all\nof its obligations under the Lease Documents, to the extent so transferred,\nfor the benefit of the beneficiary of such Assignment (such beneficiary,\nincluding any successors and assigns, an “ \\*\\*Assignee\\*\\* ”); provided, that\nonly 10 days’ prior notice shall be required if the Assignee is a wholly-\nowned subsidiary of Lessor. Lessee hereby waives any right to assert, and\nagrees not to assert, against any Assignee any defense, setoff, recoupment,\nclaim, counterclaim or any other Abatement that Lessee may have against such\nAssignor. Upon the assumption by such Assignee of such Assignor’s obligations\nunder this Lease and the other Transaction Documents, such Assignor shall be\nrelieved of any such assumed obligations. Lessee hereby consents to any such\nAssignment, including, without limitation, for purposes of the Cape Town\nConvention. If so directed in writing, Lessee shall pay all Rent and all other\nsums due or to become due to such Assignor under the Transaction Documents,\nincluding any of the same constituting associated rights or proceeds, directly\nto the Assignee or any other party designated in writing by such Assignor.", "source": "agreement_2.md" }, { "id": "573", "text": "including any of the same constituting associated rights or proceeds, directly\nto the Assignee or any other party designated in writing by such Assignor.\nLessee acknowledges and agrees that Lessor’s right to enter into an Assignment\nis essential to Lessor, and, accordingly, waives any restrictions under\nApplicable Law with respect to an Assignment and any related remedies. Upon\nthe request of an Assignor or any Assignee, Lessee also agrees (a) to promptly\nexecute and deliver, and cause to be executed and delivered by any Guarantor\nor any other Transaction Party, to such Assignor or to such Assignee an\nacknowledgment of assignment in form and substance satisfactory to the\nrequesting party, an insurance certificate naming Assignee as additional\ninsured and (if applicable) loss payee and otherwise evidencing the Required\nCoverages, and such other documents and assurances reasonably requested by\nsuch Assignor or Assignee, as provided herein, (b) to make, or cause to be\nmade, all registrations (including all assignments and subordinations) and all\namendments, extensions and discharges with the International Registry\nreasonably requested by such Assignor or Assignee (and give or obtain any\nnecessary consent thereto, as well as renew any authorization required by the\nInternational Registry in connection therewith, including renewing its\ntransacting user entity status and re-designating a professional user entity,\nif necessary in such Assignor’s judgment), and (c) to comply with any and all\nother reasonable requirements of any such Assignee in connection with any such\nAssignment.", "source": "agreement_2.md" }, { "id": "574", "text": "| 16\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n11.6 \\*\\*Entire Agreement\\*\\*. This Lease and the other Lease\nDocuments constitute the entire understanding and agreement between Lessor and\nLessee with respect to the matters contained herein and therein, and shall\ncompletely and fully supersede all other prior agreements (including any\nproposal letter, commitment letter, and/or term sheet), both written and oral,\nbetween Lessor and Lessee relating to the transactions contemplated herein.\nThe terms of this Lease may not be changed, waived, discharged or terminated\nexcept by an instrument in writing signed by the party against which\nenforcement of a change, waiver, discharge or termination is sought.\n\n\n\n| 11.7| \\*\\*Governing Law, Forum and Jury Trial Waiver\\*\\*. \n---|---|---", "source": "agreement_2.md" }, { "id": "575", "text": "(a) \\_Jurisdiction\\_. Lessee hereby irrevocably consents and agrees\nthat any legal action, suit or proceeding arising out of or in any way in\nconnection with this Lease or any of the other Lease Documents may be\ninstituted or brought in the courts of the State of New York or in the United\nStates Courts for the Southern District of New York, as Lessor may elect or in\nany other state or Federal court as Lessor shall deem appropriate, and by\nexecution and delivery of this Lease, Lessee hereby irrevocably accepts and\nsubmits to, for itself and in respect of its property, generally and\nunconditionally, the non-exclusive jurisdiction of any such court, and to all\nproceedings in such courts. Lessee irrevocably consents to service of any\nsummons and/or legal process by first class, certified United States air mail,\npostage prepaid, to Lessee at the address set forth below its signature\nhereto, such method of service to constitute, in every respect, sufficient and\neffective service of process in any such legal action or proceeding. Nothing\nin this Lease or in any of the other Lease Documents shall affect the right to\nservice of process in any other manner permitted by law or limit the right of\nLessor to bring actions, suits or proceedings in the courts of any other\njurisdiction. Lessee further agrees that final judgment against it in any such\nlegal action, suit or proceeding shall be conclusive and may be enforced in\nany other jurisdiction, within or outside the United States of America, by\nsuit on the judgment, a certified or exemplified copy of which shall be\nconclusive evidence of the fact and the amount of the liability.\nNotwithstanding anything in the foregoing to the contrary, Lessor and Lessee\nmay bring a judicial proceeding in the Republic of Ireland, solely with", "source": "agreement_2.md" }, { "id": "576", "text": "Notwithstanding anything in the foregoing to the contrary, Lessor and Lessee\nmay bring a judicial proceeding in the Republic of Ireland, solely with\nrespect to matters relating to the International Registry.", "source": "agreement_2.md" }, { "id": "577", "text": "(b) \\_Governing Law; Binding Effect\\_. This Lease shall be construed\nand enforced in accordance with, and the rights of both parties shall be\ngoverned by, the internal laws of the State of New York (without regard to the\nconflict of laws principles of such state, except as to the effect of Title\n14, Section 5-1401 of the New York General Obligations Law), including all\nmatters of construction, validity, and performance. This Lease shall be\nbinding upon and inure to the benefit of Lessee and Lessor and their\nrespective successors and assigns, except as otherwise expressly provided\nherein...\n\n\n\n(c) \\_Jury Waiver\\_. LESSOR AND LESSEE HEREBY KNOWINGLY AND FREELY\nWAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR\nPROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS LEASE OR ANY\nOF THE OTHER LEASE DOCUMENTS.", "source": "agreement_2.md" }, { "id": "578", "text": "(d) \\_Counterparts; Electronic Signature\\_. This Lease and the other\nLease Documents may be executed by the parties hereto on one or more\ncounterparts, each of which counterparts shall be deemed an original, but all\nof which when taken together shall constitute one and the same instrument.\nDelivery of an executed signature page counterpart of this Lease or any other\nLease Document by telecopy, emailed .pdf or any other electronic means that\nreproduces an image of the actual executed signature page shall be effective\nas delivery of a manually executed counterpart of this Lease or such other\nLease Document. The words “executed,” “signed,” “signature,” “delivery,” and\nwords of like import in or relating to any document to be signed in connection\nwith this Lease or any other Lease Document shall be deemed to include\nelectronic signatures, the electronic association of signatures and records on\nelectronic platforms, deliveries or the keeping of records in electronic form,\neach of which shall be of the same legal effect, validity or enforceability as\na manually executed signature, physical delivery thereof or the use of a\npaper-based record keeping system, as the case may be, to the extent and as\nprovided for in any applicable law, including the Federal Electronic\nSignatures in Global and National Commerce Act, the New York State Electronic\nSignatures and Records Act, any other similar state laws based on the Uniform\nElectronic Transactions Act or the Uniform Commercial Code, each as amended,\nand the parties hereto hereby waive any objection to the contrary, provided\nthat (x) nothing herein shall require Lessor to accept electronic signature\ncounterparts in any form or format and (y) Lessor reserves the right to\nrequire, at any time and at its sole discretion, the delivery of manually\nexecuted counterpart signature pages to this Lease or any other Lease Document\nand the parties hereto agree to promptly deliver such manually executed", "source": "agreement_2.md" }, { "id": "579", "text": "executed counterpart signature pages to this Lease or any other Lease Document\nand the parties hereto agree to promptly deliver such manually executed\ncounterpart signature pages. ONLY COUNTERPART NO. 1 OF THIS LEASE AND THE\nLEASE SUPPLEMENT SHALL BE CONSIDERED “CHATTEL PAPER” FOR PURPOSES OF THE UCC.\nThe execution hereof on behalf of Lessee and Lessor shall be deemed to\nconstitute the acceptance by Lessee and Lessor of the terms and conditions of\neach and every addendum, rider, supplement, annex and exhibit hereto as if\nsuch document was separately and individually executed on behalf of such party\nhereto and shall constitute a part of this Lease.", "source": "agreement_2.md" }, { "id": "580", "text": "| 17\n\n| \n---|---|--- \n \n \n--- \n \n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "581", "text": "\\*\\*SECTION 12\\. TRUTH IN LEASING\\*\\*. UPON ENTERING INTO THE LEASE SUPPLEMENT\nFOR THE PURPOSE OF, AMONG OTHER THINGS, ACCEPTING THE AIRCRAFT UNDER THIS\nLEASE IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, LESSEE SHALL BE DEEMED\nTO HAVE CERTIFIED AS FOLLOWS: THE AIRCRAFT, AS EQUIPMENT, BECAME SUBJECT TO\nTHE MAINTENANCE REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS (“\n\\*\\*FARS\\*\\* ”) UPON THE REGISTRATION OF THE AIRCRAFT WITH THE FAA. LESSEE\nCERTIFIES THAT DURING THE TWELVE (12) MONTHS (OR PORTION THEREOF DURING WHICH\nTHE AIRCRAFT HAS BEEN SUBJECT TO U.S. REGISTRATION) PRECEDING THE EXECUTION OF\nTHIS LEASE, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF\nTHE FARS. THE AIRCRAFT IS IN CURRENT COMPLIANCE WITH APPLICABLE MAINTENANCE\nAND INSPECTION REQUIREMENTS. LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE\nMAINTAINED AND INSPECTED UNDER PART 91 OF THE FARS FOR OPERATIONS TO BE\nCONDUCTED UNDER THIS LEASE. UPON EXECUTION OF THIS LEASE, AND DURING THE TERM\nHEREOF, LESSEE, WHOSE NAME AND ADDRESS ARE SET FORTH IMMEDIATELY BELOW, ACTING\nBY AND THROUGH THE SIGNATORY HERETO, WHO EXECUTES THIS LEASE SOLELY IN THE\nCAPACITY SET FORTH BELOW HER/HIS SIGNATURE, CERTIFIES THAT LESSEE SHALL BE\nRESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE", "source": "agreement_2.md" }, { "id": "582", "text": "RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE\n(WHILE IT HAS POSSESSION OF THE AIRCRAFT), UNLESS OPERATIONAL CONTROL OF THE\nAIRCRAFT IS PROVIDED TO AN AIR TAXI OPERATOR CERTIFICATED UNDER PART 135 OF\nTHE FARS, IF AND TO THE EXTENT PERMITTED HEREUNDER. LESSEE FURTHER CERTIFIES\nTHAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FARS,\nPROVIDED HOWEVER, THAT LESSEE SHALL NOT BE DEEMED TO BE RESPONSIBLE FOR THE\nOPERATIONAL CONTROL OF THE AIRCRAFT FOR SO LONG AS THE AIRCRAFT IS IN\nPOSSESSION OF ANY SUCH AIR TAXI OPERATOR HAVING OPERATIONAL CONTROL TO THE\nEXTENT PERMITTED HEREUNDER. AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL\nCONTROL AND PERTINENT FARS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION\nFLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR\nCARRIER DISTRICT OFFICE.", "source": "agreement_2.md" }, { "id": "583", "text": "\\*\\*[Signatures on Next Page]\\*\\*\n\n\n\n | 18\n\n| \n---|---|--- \n \n \n--- \n \n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n\n\nLessor: | | Lessee: \n---|---|--- \n | | \n\\*\\*WESTERN FINANCE COMPANY\\*\\* | | \\*\\*GALILEE 1 SPV LLC\\*\\* \n | | \n | | \nBy: | /s/ Tim Bruckner | | By: | /s/ George Murnane \nName: Tim Bruckner | | Name: George Murnane \nTitle: President | | Title: President \n | | \nAddress: | | Address: \n | | \nOne East Washington Street, Suite 1400 | | c/o Aerlex Tax Services \nPhoenix, Arizona 85004 | | 11900 West Olympic Blvd., Suite 400 \nAttention: Brian Scott | | Los Angeles, California 90064 \n | | Attention: Vicky Boladian \n \n\n\n\\*\\*This is Counterpart No. 1 of a total of 5 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n\\*\\*[EXECUTION PAGE OF AIRCRAFT LEASE (MSN 42000181)]\\*\\*\n\n\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.", "source": "agreement_2.md" }, { "id": "584", "text": "Lessor: | Lessee: \n---|--- \n | \n\\*\\*WESTERN FINANCE COMPANY\\*\\* | \\*\\*GALILEE 1 SPV LLC\\*\\* \n \n\n\nBy: | /s/ Tim Bruckner | | By: | /s/ George Murnane \n---|---|---|---|--- \n \nName: Tim Bruckner | Name: George Murnane \n---|--- \nTitle: President | Title: President \n | \nAddress: | Address: \n | \nOne East Washington Street, Suite 1400 | c/o Aerlex Tax Services \nPhoenix, Arizona 85004 | 11900 West Olympic Blvd., Suite 400 \nAttention: Brian Scott | Los Angeles, California 90064 \n | Attention: Vicky Boladian \n \n\n\n\\*\\*This is Counterpart No. 2 of a total of 5 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n\\*\\*[EXECUTION PAGE OF AIRCRAFT LEASE (MSN 42000181)]\\*\\*\n\n\n\n\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n\n\nLessor: | Lessee: \n---|--- \n | \n\\*\\*WESTERN FINANCE COMPANY\\*\\* | \\*\\*GALILEE 1 SPV LLC\\*\\* \n \n\n\nBy: | /s/ Tim Bruckner | | By: | /s/ George Murnane \n---|---|---|---|--- \n \nName: Tim Bruckner\n\n|", "source": "agreement_2.md" }, { "id": "585", "text": "|\n\nName: George Murnane \n \n---|--- \nTitle: President | Title: President \n | \nAddress: | Address: \n | \nOne East Washington Street, Suite 1400 | c/o Aerlex Tax Services \nPhoenix, Arizona 85004 | 11900 West Olympic Blvd., Suite 400 \nAttention: Brian Scott | Los Angeles, California 90064 \n | Attention: Vicky Boladian \n \n\n\n\\*\\*This is Counterpart No. 3 of a total of 5 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n\\*\\*[EXECUTION PAGE OF AIRCRAFT LEASE (MSN 42000181)]\\*\\*\n\n\n\n\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n\n\nLessor: | Lessee: \n---|--- \n | \n\\*\\*WESTERN FINANCE COMPANY\\*\\* | \\*\\*GALILEE 1 SPV LLC\\*\\* \n \n\n\nBy: | /s/ Tim Bruckner | | By: | /s/ George Murnane \n---|---|---|---|--- \n \nName: Tim Bruckner\n\n|\n\nName: George Murnane \n \n---|--- \nTitle: President | Title: President \n | \nAddress: | Address: \n | \nOne East Washington Street, Suite 1400 | c/o Aerlex Tax Services \nPhoenix, Arizona 85004 | 11900 West Olympic Blvd., Suite 400 \nAttention: Brian Scott | Los Angeles, California 90064 \n | Attention: Vicky Boladian", "source": "agreement_2.md" }, { "id": "586", "text": "\\*\\*This is Counterpart No. 4 of a total of 5 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n\\*\\*[EXECUTION PAGE OF AIRCRAFT LEASE (MSN 42000181)]\\*\\*\n\n\n\n\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n\n\nLessor: | Lessee: \n---|--- \n | \n\\*\\*WESTERN FINANCE COMPANY\\*\\* | \\*\\*GALILEE 1 SPV LLC\\*\\* \n \n\n\nBy: | /s/ Tim Bruckner | | By: | /s/ George Murnane \n---|---|---|---|--- \n \nName: Tim Bruckner\n\n|\n\nName: George Murnane \n \n---|--- \nTitle: President | Title: President \n | \nAddress: | Address: \n | \nOne East Washington Street, Suite 1400 | c/o Aerlex Tax Services \nPhoenix, Arizona 85004 | 11900 West Olympic Blvd., Suite 400 \nAttention: Brian Scott | Los Angeles, California 90064 \n | Attention: Vicky Boladian \n \n\n\n\\*\\*This is Counterpart No. 5 of a total of 5 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n\\*\\*[EXECUTION PAGE OF AIRCRAFT LEASE (MSN 42000181)]\\*\\*", "source": "agreement_2.md" }, { "id": "587", "text": "\\*\\*[EXECUTION PAGE OF AIRCRAFT LEASE (MSN 42000181)]\\*\\*\n\n\n\n\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*ANNEX A \nDEFINITIONS\\*\\*\n\n\n\nThe following terms shall have the following meanings for all purposes of the\nLease:", "source": "agreement_2.md" }, { "id": "588", "text": "\\*\\*A. \\*\\* \\*\\*Rules of Interpretation\\*\\*. (1) The following terms\nshall be construed as follows: (a) ” \\*\\*herein\\*\\* ,” “ \\*\\*hereof\\*\\* ,” “\n\\*\\*hereunder\\*\\* ,” etc.: means in, of, under, etc. the Lease as a whole (and not\nmerely in, of, under, etc. the section or provision where the reference\noccurs); (b) ” \\*\\*including\\*\\* ”: means including without limitation unless such\nterm is followed by the words “ \\*\\*and limited to\\*\\* ,” or similar words; and\n(c) ” \\*\\*or\\*\\* ”: means at least one, but not necessarily only one, of the\nalternatives enumerated. (2) Any defined term used in the singular preceded by\n“ \\*\\*any\\*\\* ” indicates any number of the members of the relevant class. (3)\nExcept as otherwise indicated, all the agreements and instruments defined\nherein or in the Lease shall mean such agreements and instruments as the same\nmay from time to time be supplemented or amended, or as the terms thereof may\nbe expressly waived or modified to the extent permitted by, and in accordance\nwith, the terms thereof. (4) Any reference in the Lease Documents to the “\n\\*\\*Special Tax Indemnity Rider\\*\\* ”, “ \\*\\*Closing Terms Addendum\\*\\* ”, “ \\*\\*Option\nAddendum\\*\\* ”, and “ \\*\\*Return Addendum\\*\\* ”, respectively, shall mean that\ncertain rider or addendum titled as such; and upon execution of the Lease by\nLessee and Lessor, shall be deemed to constitute execution and acceptance of", "source": "agreement_2.md" }, { "id": "589", "text": "Lessee and Lessor, shall be deemed to constitute execution and acceptance of\nthe terms and conditions of such rider or addendum, and it shall supplement\nand be a part of the Lease (each, an “ \\*\\*Addendum\\*\\* ”). (5) The terms defined\nherein and in the Lease shall, for purposes of the Lease and the Lease\nSupplement, Addenda, annexes, schedules, and exhibits hereto and thereto, have\nthe meanings assigned to them and shall include the plural as well as the\nsingular as the context requires.", "source": "agreement_2.md" }, { "id": "590", "text": "\\*\\*B. \\*\\* \\*\\*CTC Terms.\\*\\* Certain of the terms used in the Lease (“\n\\*\\*CTC Terms\\*\\* ”) have the meaning set forth in and/or intended by the “ \\*\\*Cape\nTown Convention\\*\\* ”, which term means, collectively, (i) the official English\nlanguage text of the Convention on International Interests in Mobile\nEquipment, adopted on 16 November 2001 at a diplomatic conference held in Cape\nTown, South Africa, as the same may be amended or modified from time to time\n(the “ \\*\\*Convention\\*\\* ”), (ii) the official English language text of the\nProtocol to the Convention on International Interests in Mobile Equipment on\nMatters Specific to Aircraft Equipment, adopted on 16 November 2001 at a\ndiplomatic conference held in Cape Town, South Africa, as the same may be\namended or modified from time to time (the “ \\*\\*Protocol\\*\\* ”), and (iii) the\nrelated procedures and regulations for the International Registry of Mobile\nAssets located in Dublin, Ireland and established pursuant to the Cape Town\nConvention, along with any successor registry (the “ \\*\\*International\nRegistry\\*\\* ”), issued by the applicable supervisory authority pursuant to the\nConvention and the Aircraft Protocol, as the same may be amended or modified\nfrom time to time. By way of example, but not limitation, these CTC Terms\ninclude, “administrator”, “associated rights”, “contract of sale”, “sale”,\n“prospective sale”, “proceeds”, “international interests”, “prospective\ninternational interest”, “security assignment”, “transfer”, “working days”,\n“consent”, “final consent”, “priority search certificate”, “professional user", "source": "agreement_2.md" }, { "id": "591", "text": "“consent”, “final consent”, “priority search certificate”, “professional user\nentity”, “transacting user entity” and “contract”; \\_except\\_ “proceeds” shall\nalso have the meaning set forth below.", "source": "agreement_2.md" }, { "id": "592", "text": "\\*\\*C. \\*\\* \\*\\*Schedule Terms.\\*\\* The following terms shall have the\nrespective meanings set forth for such terms in Schedules No. 2 and 2-A for\nall purposes of the Lease: \\_Basic Rent Date, Basic Rent Percentage, Basic\nTerm, Expiration Date, First Basic Rent Date, Last Basic Rent Date, Lessor’s\nCost and Rent Commencement Date\\_.\n\n\n\n\\*\\*D.\\*\\* \\*\\* \\*\\* \\*\\*Other Defined Terms.\\*\\*\n\n\n\n\\*\\*\\_Abatements\\_\\*\\* shall have the meaning set forth in Section 2.2 of the Lease.\n\n\n\n\\*\\*\\_Acceptance Date\\_\\*\\* shall mean the date on which Lessee irrevocably and\nunconditionally accepts the Aircraft for lease under the Lease as evidenced by\nthe execution and delivery of, and specified as such in, the Lease Supplement.\n\n\n\n\\*\\*\\_Administrative Charge\\_\\*\\* shall mean an amount equal to five percent (5%) of\nthe amount payable to which such charge applies.\n\n\n\n | A-1| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Affiliate\\_\\*\\* shall mean, with respect to either Lessor or Lessee, as\napplicable, any affiliated Person controlling, controlled by or under common\ncontrol with such party, and for this purpose, ‘control’ means the possession,\ndirectly or indirectly, of the power to direct or cause the direction of the\nmanagement and policies of any such Person, whether through the legal or\nbeneficial ownership of voting securities, by contract or otherwise.", "source": "agreement_2.md" }, { "id": "593", "text": "\\*\\*\\_Aircraft\\_\\*\\* shall mean, collectively, the Airframe, the Engines and the\nRecords; and all accessories, additions, accessions, alterations,\nmodifications, Parts, repairs and attachments now or hereafter affixed thereto\nor used in connection therewith, and all Permitted Replacements and all other\nreplacements, substitutions and exchanges (including trade-ins) for any of the\nforegoing.\n\n\n\n\\*\\*\\_Airframe\\_\\*\\* shall mean, collectively, (i) the airframe described in\n\\_Schedule No. 1\\_, and shall not include the Engines, and (ii) any and all\nrelated Parts.\n\n\n\n\\*\\*\\_Applicable Law\\_\\*\\* shall mean all applicable laws, statutes, treaties,\nconventions, judgments, decrees, injunctions, writs and orders of any\nGovernmental Authority and rules, regulations, orders, directives, licenses\nand permits of any Governmental Authority as amended and revised, and any\njudicial or administrative interpretation of any of the same, including the\nairworthiness certificate issued with respect to the Aircraft, the Cape Town\nConvention, the UCC, the Transportation Code, all TSA regulations, all FARs,\nairworthiness directives, and/or any of the same relating to the Collateral\ngenerally or to noise, the environment, security, public safety, insurance,\ntaxes and other Impositions, exports or imports or contraband.\n\n\n\n\\*\\*\\_Applicable Standards\\_\\*\\* shall mean, collectively, (i) Applicable Law, (ii)\nthe requirements of the Required Coverages, and (iii) all Maintenance\nRequirements.\n\n\n\n\\*\\*\\_Assignee\\_\\*\\* and \\*\\*\\_Assignment\\_\\*\\* shall each have the meanings respectively\nset forth in Section 11.5 hereof.", "source": "agreement_2.md" }, { "id": "594", "text": "\\*\\*\\_AS-IS, WHERE-IS\\_\\*\\* shall mean \\*\\*“AS-IS WHERE-IS”\\*\\* , and \\*\\*“WITH ALL\nFAULTS”\\*\\* , without any representation or warranty, express or implied, of any\nkind whatsoever, by, or any recourse of any kind whatsoever to, Lessor.\n\n\n\n\\*\\*\\_Assumed Tax Benefits\\_\\*\\* shall have the meaning set forth in the Special Tax\nIndemnity Rider.\n\n\n\n\\*\\*\\_Assumed Tax Rate\\_\\*\\* shall have the meaning set forth in the Special Tax\nIndemnity Rider.\n\n\n\n\\*\\*\\_Aviation Counsel\\_\\*\\* shall mean such counsel as Lessor may designate from\ntime to time.\n\n\n\n\\*\\*\\_Aviation Documents\\_\\*\\* shall have the meaning set forth in Section 2 of the\nClosing Terms Addendum.\n\n\n\n\\*\\*\\_Basic Rent\\_\\*\\* shall have the meaning set forth in Section 2.1 of the Lease.\n\n\n\n\\*\\*\\_Bonus Depreciation\\_\\*\\* shall have the meaning set forth in the Special Tax\nIndemnity Rider.\n\n\n\n\\*\\*\\_Business Day\\_\\*\\* shall mean any day other than a Saturday, Sunday or other\nday on which banks located in New York, New York or Phoenix, Arizona are\nclosed or are authorized to close.", "source": "agreement_2.md" }, { "id": "595", "text": "\\*\\*\\_Casualty Payment Date\\_\\*\\* shall mean, with respect to an Event of Loss,\nwhichever of the following dates as may then be applicable: (a) the next Basic\nRent Date following the earlier of either (i) the receipt of the related\ncasualty insurance proceeds payable pursuant to the Required Coverages, or\n(ii) the sixtieth (60th) day following the occurrence of such Event of Loss;\nor (b) if such Event of Loss occurs after the last Basic Rent Date, then on\nthe earlier of either (i) the receipt of the related casualty insurance\nproceeds payable pursuant to the Required Coverages, or (ii) the sixtieth\n(60th) day following the occurrence of such Event of Loss.\n\n\n\n\\*\\*\\_Casualty Value\\_\\*\\* shall mean, for any Casualty Payment Date, an amount\nequal to, whichever of the following amounts as may then be applicable: (a)\nthe Lessor’s Cost, multiplied by the applicable percentage set forth on\nSchedule No. 3 for the corresponding Basic Rent Date, or (b) if the Casualty\nPayment Date is after the last Basic Rent Date, an amount equal to the\nLessor’s Cost, \\_multiplied\\_ by the applicable percentage set forth on\n\\_Schedule No. 3\\_ for the last Basic Rent Date.\n\n\n\n | A-2| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "596", "text": "| A-2| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Change in Control\\_\\*\\* shall, with respect to any Guarantor, mean: that any\nPerson or group of Persons (within the meaning of Section 13 or Section 14 of\nthe Securities Exchange Act of 1934, as amended) shall have acquired, directly\nor indirectly, beneficial ownership (with the meaning of Rule 13d-3\npromulgated by the SEC under said Act) of 30% or more of the outstanding\nshares of equity securities of such Guarantor at the time entitled to vote for\nelection of directors (or equivalent governing body) of such Guarantor.\n\n\n\n\\*\\*\\_charter\\_\\*\\* or \\*\\*\\_chartering\\_\\*\\* means the provision of on-demand commercial\nair transportation in accordance with Part 135 of the FARs.\n\n\n\n\\*\\*\\_Claim\\_\\*\\* shall have the meaning set forth in Section 8.1 hereof.\n\n\n\n\\*\\*\\_Closing Date\\_\\*\\* shall have the meaning set forth in the preamble of the\nLease.\n\n\n\n\\*\\*\\_Closing Deliverables\\_\\*\\* shall have the meaning set forth in Section 1 of\nthe Closing Terms Addendum.\n\n\n\n\\*\\*\\_Code\\_\\*\\* shall have the meaning set forth in the Special Tax Indemnity\nRider.\n\n\n\n\\*\\*\\_Collateral\\_\\*\\* shall have the meaning set forth in Section 11.3 hereof.\n\n\n\n\\*\\*\\_Consolidated Group\\_\\*\\* shall have the meaning set forth in the Special Tax\nIndemnity Rider.", "source": "agreement_2.md" }, { "id": "597", "text": "\\*\\*\\_Consolidated Group\\_\\*\\* shall have the meaning set forth in the Special Tax\nIndemnity Rider.\n\n\n\n\\*\\*\\_Control\\_\\*\\* shall mean the possession, directly or indirectly, of the power\nto direct or cause the direction of the management or policies of a Person,\nwhether through the ability to exercise voting power, by contract or\notherwise.\n\n\n\n\\*\\*\\_Daily Rent\\_\\*\\* shall mean any daily rent payable during the Term pursuant to\nthis Lease in a per diem amount equal to the product of (a) the Lessor’s Cost,\n\\_multiplied\\_ by (b) the Daily Rent Percentage, for each day of the referenced\nperiod.\n\n\n\n\\*\\*\\_Default\\_\\*\\* shall mean an event or circumstance that, after the giving of\nnotice or lapse of time, or both, would become an Event of Default.\n\n\n\n\\*\\*\\_Defective Registration\\_\\*\\* shall mean any failure to cause the Aircraft to\nbe effectively registered with the Registry in the name of Lessor in\naccordance with the applicable Registration Requirements, for any reason\nwhatsoever, including should such registration be revoked, canceled or expired\nor otherwise deemed to have ended or been invalidated pursuant to the\nRegistration Requirements.\n\n\n\n\\*\\*\\_Diminution Amount\\_\\*\\* shall mean the amount by which (A) the Fair Market\nSales Value of the Aircraft without such damage history, exceeds (B) the Fair\nMarket Sales Value of the Aircraft with such damage history (and as to this\nsub- clause (B), without making the assumption in clause (iii)(B) of the\ndefinition of Fair Market Sales Value).", "source": "agreement_2.md" }, { "id": "598", "text": "\\*\\*\\_Discount Rate\\_\\*\\* means the 1-year Treasury Constant Maturity rate as\npublished in the Selected Interest Rates table of the Federal Reserve\nstatistical release H.15(519) for the week ending immediately prior to the\nAcceptance Date (or if such rate is no longer determined or published, a\nsuccessor or alternate rate selected by Lessor).\n\n\n\n\\*\\*\\_Engine\\_\\*\\* shall mean (i) each of the engines described in \\_Schedule No. 1\\_\ncurrently installed on the Airframe or hereinafter removed from the Airframe,\nwhether or not hereafter installed on the Airframe or any other airframe from\ntime to time; (ii) any engine constituting a Permitted Replacement; and (iii)\nany and all related Parts.\n\n\n\n\\*\\*\\_Engine Maintenance Program\\_\\*\\* shall mean the GHAE Engine Maintenance\nComprehensive Care Plan (“EMC2 Plan”), as available on the Acceptance Date,\nand reasonably satisfactory to Lessor.\n\n\n\n | A-3| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Equity Interests\\_\\*\\* shall mean shares of capital stock, partnership\ninterests, membership interests in a limited liability company, beneficial\ninterests in a trust or other equity ownership interests in a Person, and any\nwarrants, options or other rights entitling the holder thereof to purchase or\nacquire any such equity interest.\n\n\n\n\\*\\*\\_Escrow Holder\\_\\*\\* shall have the meaning set forth in Section 2 of the\nClosing Terms Addendum.\n\n\n\n\\*\\*\\_Estimated Annual Hours\\_\\*\\* shall mean the anticipated number of average\nannual flight hours as shown on \\_Schedule No. 2-A\\_.", "source": "agreement_2.md" }, { "id": "599", "text": "\\*\\*\\_Event of Default\\_\\*\\* shall have the meaning set forth in Section 9.1 of the\nLease.", "source": "agreement_2.md" }, { "id": "600", "text": "\\*\\*\\_Event of Loss\\_\\*\\* with respect to the Aircraft, the Airframe or an Engine\nshall mean any of the following events: (i) loss of such property or the use\nthereof due to theft, disappearance, destruction, damage beyond repair or\nrendition of such property permanently unfit for normal use for any reason\nwhatsoever; (ii) any damage to such property that results in an insurance\nsettlement with respect to such property on the basis of a total loss or\nconstructive total loss; (iii) the condemnation, confiscation or seizure of,\nor requisition of title to or use of, such property by the act of any foreign\nor domestic Governmental Authority (“ \\*\\*Requisition of Use\\*\\* ”); (iv) as a\nresult of any rule, regulation, order or other action by any foreign or\ndomestic Governmental Authority (including, without limitation, the FAA or any\nsimilar foreign Governmental Authority) having jurisdiction, (A) the use of\nsuch property shall have been prohibited, or such property shall have been\ndeclared unfit for use, for a period of six (6) consecutive months, unless\nLessee, prior to the expiration of such six-month period, shall have\nundertaken and, in the opinion of Lessor, shall be diligently carrying forward\nall steps that are necessary or desirable to permit the normal use of such\nproperty by Lessee or, in any event, if use shall have been prohibited, or\nsuch property shall have been declared unfit for use, for a period of twelve\n(12) consecutive months or such prohibition shall exist on the date on which\nLessor is required to return the Aircraft pursuant to the applicable\nprovisions of the Lease, (B) either Lessee or Lessor shall be required to\ndivest itself of its rights, title or interest in such property, or (C) the", "source": "agreement_2.md" }, { "id": "601", "text": "divest itself of its rights, title or interest in such property, or (C) the\nthen actual hour or cycle limits with respect to such property shall equal or\nexceed any mandatory hour and cycle limits with respect to such property,\nbeyond which it cannot be operated; (v) with respect to an Engine, the removal\nthereof from the Airframe for a period of six (6) consecutive months or\nlonger, whether or not such Engine is operational, or such prohibition shall\nexist on the expiration or earlier cancellation or termination of the Lease;\n(vi) an Engine is returned to the manufacturer thereof (any such return being\nherein referred to as a “ \\*\\*Return to Manufacturer\\*\\* ”), other than for any\nrepair or replacement completed as and when required in accordance with the\napplicable provisions of the Lease; or (vii)unless waived by Lessor in its\nsole and absolute discretion, the Aircraft is not returned to Lessor upon the\nexpiration or earlier termination or cancellation of the Lease, unless Lessee\nor a third party purchaser purchases the Aircraft pursuant to Lessee’s\nexercise of an option contemplating such purchase under any applicable\nprovision of the Lease. The date of such Event of Loss shall be the date of\nsuch theft, disappearance, destruction, damage, Requisition of Use,\nprohibition, unfitness for use for the stated period, removal for the stated\nperiod, or Return to Manufacturer, or (unless so waived) failure to timely\nreturn.", "source": "agreement_2.md" }, { "id": "602", "text": "\\*\\*\\_Excess Hour(s)\\_\\*\\* \\*\\* \\*\\* shall mean that certain number of hours equal to\nthe excess of (a) the total number of Airframe hours (including any component\nwith hourly overhaul schedules) accumulated from the Acceptance Date to the\nExpiration Date or other date of termination or cancellation, \\_minus\\_ (b) the\nproduct of (i) the Estimated Annual Hours, \\_times\\_\n\n\n\n(ii) the number of twelve (12) month periods and any portion thereof, from the\nAcceptance Date to such expiration, termination or cancellation date.\n\n\n\n\\*\\*\\_Excess Use Amount\\_\\*\\* shall mean the amount, if any, by which (A) the Fair\nMarket Sales Value of the Aircraft without such Excess Hours, exceeds (B) the\nFair Market Sales Value of the Aircraft with such Excess Hours (and as to this\nsubclause (B), without making the assumption in clause (iii)(B) of the\ndefinition of Fair Market Sales Value).\n\n\n\n\\*\\*\\_FAA\\_\\*\\* shall mean the United States Federal Aviation Administration, or\nsuch other Governmental Authority succeeding to the functions of such\naeronautical authority.\n\n\n\n\\*\\*\\_FAA Bill of Sale\\_\\*\\* shall have the meaning set forth in Section 1(b)(ii) of\nthe Closing Terms Addendum.", "source": "agreement_2.md" }, { "id": "603", "text": "\\*\\*\\_Fair Market\\_\\*\\* Sales Value shall mean those certain values determined on\nthe following basis: (i) the subject value shall be the amount which would be\nobtained in an arm’s length transaction between an informed and willing buyer\n(who is neither a lessee in possession nor a used equipment dealer), and an\ninformed and willing seller under no compulsion to sell; (ii) the costs of\nremoval of the Aircraft from its then location shall not be a deduction from\nsuch value; and (iii) in determining any such value, it shall be assumed\n(whether or not the same be true), that (A) the Aircraft has been maintained\nby Lessee and is in the condition in which it is required to be returned to\nLessor, in each case, in accordance with the Lease, and (B) such value has not\nbeen diminished due to the existence of any damage history or Excess Hours.\n\n\n\n | A-4| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\\*\\* \\*\\*\n\n\\*\\*\\_FARs\\_\\*\\* shall mean the Federal Aviation Regulations and any Special Federal\nAviation Regulations (Title 14 C.F.R. Part 1 et seq.), together with all\nsuccessor regulations thereto.\n\n\n\n\\*\\*\\_GAAP\\_\\*\\* shall mean generally accepted accounting principles consistently\napplied.\n\n\n\n\\*\\*\\_Governmental Authority\\_\\*\\* shall mean any court, governmental or\nadministrative body, instrumentality, department, bureau, commission, agency\nor authority.\n\n\n\n\\*\\*\\_Guarantor\\_\\*\\* shall mean any guarantor or guarantors, as applicable,\nidentified in \\_Schedule No. 2-A\\_ and including any successor or permitted\nassign, heir or estate.", "source": "agreement_2.md" }, { "id": "604", "text": "\\*\\*\\_Guaranty\\_\\*\\* shall mean any guaranty by a Guarantor in favor of Lessor,\ntogether with all financial covenant amendments, and all other amendments,\nsupplements and attachments thereto.\n\n\n\n\\*\\*\\_Impositions\\_\\*\\* shall have the meaning set forth in Section 8.2(b) of the\nLease.\n\n\n\n\\*\\*\\_Indemnified Parties\\_\\*\\* shall have the meaning set forth in Section 8.1 of\nthe Lease.\n\n\n\n\\*\\*\\_Interested Third Party\\_\\*\\* shall mean any Person who is a party to a\nPermitted Third Party Agreement.\n\n\n\n\\*\\*\\_Late Payment Rate\\_\\*\\* shall mean a monthly rate equal to the lesser of a\nrate equal to the prime rate plus 4% or the highest rate permitted by\nApplicable Law. The Late Payment Rate shall be computed on the basis of a\n360-day year and a 30-day month.\n\n\n\n\\*\\*\\_Lease Documents\\_\\*\\* shall mean the Lease (including the Lease Supplement),\nany Guaranty, any Operating Consents, and all other agreements, instruments,\nor documents entered into or provided by or on the behalf of Lessor, or any\nLessee Party pursuant to or in connection with the Lease.\n\n\n\n\\*\\*\\_Lease Supplement\\_\\*\\* shall mean a supplement to the Lease to be entered into\nas of the Acceptance Date by Lessee, which supplement shall be substantially\nin the form attached to the Lease, and upon execution by Lessee shall\nconstitute a part of the Lease.", "source": "agreement_2.md" }, { "id": "605", "text": "\\*\\*\\_Lessee Party\\_\\*\\* shall mean Lessee and any Guarantor or other Person\nguaranteeing, securing, or otherwise agreeing to pay, perform or be\nresponsible for any of the Obligations, or operating, using, or having\npossession or control of all or any part of the Aircraft, and anyone claiming\nby, through or under any of the same), together with each of their respective\nsuccessors, permitted assigns, heirs and estates.\n\n\n\n\\*\\*\\_Lessor’s Interest\\_\\*\\* shall mean (a) Lessor’s good and marketable title to\nthe Aircraft (including the Airframe and each Engine), (b) the first priority\ninternational interest, or other Lien granted to or created in favor of Lessor\npursuant to the Lease (including Section 11.3 thereof), or any of the other\nTransaction Documents, in, against, under and with respect to (i) the Airframe\nand Engines or any other property comprising the Aircraft, or (ii) any\nCollateral now existing or hereafter acquired, and (c) any and all rights,\ninterests and remedies of Lessor under the Lease or any of the other\nTransaction Documents relating to any of the foregoing.\n\n\n\n\\*\\*\\_Lessor’s Liens\\_\\*\\* shall mean any Liens created or granted by Lessor\nresulting from claims against Lessor not related to Lessor’s ownership of the\nAircraft or otherwise contemplated under the Lease.\n\n\n\n | A-5| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "606", "text": "| A-5| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Liens\\_\\*\\* shall mean all liens, claims, demands, charges, security\ninterests, leaseholds, international interests and other Registerable\nInterests and encumbrances of every nature and description whatsoever,\nincluding, without limitation, any rights of third parties under Third Party\nAgreements and any registrations on the International Registry.\n\n\n\n\\*\\*\\_Liquidity Account\\_\\*\\* shall mean a deposit or money market account\ncontrolled by Lessor and otherwise acceptable to Lessor in Lessor’s reasonable\ndiscretion.\n\n\n\n\\*\\*\\_Liquidity Amount\\_\\*\\* shall be an amount as set forth on Schedule 2-A to the\nLease Supplement.\n\n\n\n\\*\\*\\_Loaner Engine\\_\\*\\* shall have the meaning set forth in Section 5.5 of the\nLease.\n\n\n\n\\*\\*\\_Lost Item\\_\\*\\* shall have the meaning set forth in Section 6.3 of the Lease.\n\n\n\n\\*\\*\\_Maintenance Program\\_\\*\\* shall mean the manufacturer’s airframe maintenance\nprogram to the extent covered by any applicable warranty, and thereafter,\neither the manufacturer’s service program or an agreement, in form and\nsubstance reasonably satisfactory to Lessor entered into from time to time\nbetween Lessee and such vendor as Lessee may designate and as may be\nreasonably satisfactory to Lessor, which provides for the maintenance and/or\noverhaul of the airframe consistent with the manufacturer’s service program.", "source": "agreement_2.md" }, { "id": "607", "text": "\\*\\*\\_Maintenance Requirements\\_\\*\\* shall mean, with respect to the Airframe or the\nEngines or any Part, all compliance requirements set forth in or under (A) all\nmaintenance manuals initially furnished with respect thereto, including any\nsubsequent amendments or supplements to such manuals issued by the\nmanufacturer or supplier thereof from time to time, (B) all mandatory service\nbulletins issued, supplied, or available by or through the applicable\nmanufacturer with respect thereto, (C) all conditions to the enforcement of\nany warranties pertaining thereto (D) Lessee’s FAA approved maintenance\nprogram with respect to the Airframe, the Engines or Parts, and (E) any\nMaintenance Program or Engine Maintenance Program.\n\n\n\n\\*\\*\\_Maintenance Reserve Account\\_\\*\\* shall mean a deposit or money market account\ncontrolled by Lessor and otherwise acceptable to Lessor in Lessor’s reasonable\ndiscretion.\n\n\n\n\\*\\*\\_Maintenance Reserve Amount\\_\\*\\* shall mean an amount as set forth on Schedule\n2-A to the Lease Supplement.\n\n\n\n\\*\\*\\_Manufacturer\\_\\*\\* shall mean each manufacturer identified on \\_Schedule No.\n1\\_ and its successors and assigns.\n\n\n\n\\*\\*\\_Material Damage\\_\\*\\* shall mean any damage: (a)(i) the repair of which is\nrequired to be reported pursuant to any governmental reporting requirement on\nan FAA Form 337 or (ii) to the extent that no FAA Form 337 was required or\nissued in connection with any damage incident, the cost to repair or replace\nall items in connection with such damage incident exceeds $100,000.00 or (b)\nwith respect to which an insurance claim is being made.\n\n\n\n\\*\\*\\_Net Proceeds\\_\\*\\* shall have the meaning set forth in the Option Addendum.", "source": "agreement_2.md" }, { "id": "608", "text": "\\*\\*\\_Net Proceeds\\_\\*\\* shall have the meaning set forth in the Option Addendum.\n\n\n\n\\*\\*\\_Obligations\\_\\*\\* shall mean all obligations and liabilities of any Lessee\nParty under the Lease and any and all of the Transaction Documents at any time\nowing to Lessor, whether direct or indirect, matured or unmatured, primary or\nsecondary, certain or contingent, or acquired by or otherwise created in favor\nof Lessor, including without limitation any and all Rent or other periodic\npayments, taxes and other Impositions, indemnities, liquidated damages,\naccelerated amounts, return deficiency charges, Casualty Value Payments,\nTransaction Expenses and other reimbursements, administrative charges, all\ninterest, including interest at the Late Payment Rate, attorneys’ fees or\nenforcement and other costs, which may at any time be payable in connection\nwith the Transaction Documents, together with all claims for damages arising\nfrom or in connection with the failure to punctually and completely pay or\nperform such obligations.\n\n\n\n\\*\\*\\_Operating Consents\\_\\*\\* shall mean any and all of the multi-party consents\nwhether entered into on the Closing Date, or thereafter, among Lessee and any\nInterested Third Parties, in favor of Lessor; and in each case, having a form\nand substance, and executed, delivered, filed and registered, as may be\nrequired by Lessor in its sole discretion.\n\n\n\n | A-6| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Organizational Document\\_\\*\\* shall mean any certificate or articles of\nincorporation or organization, by-laws, partnership certificate or agreement,\nor limited liability company operating agreement or other organizational or\nconstitutive document or agreement.", "source": "agreement_2.md" }, { "id": "609", "text": "\\*\\*\\_Part 135 Certificate\\_\\*\\* shall mean an air carrier certificate, with the\nassociated operations specifications, issued in accordance with Part 135 of\nthe FARs.\n\n\n\n\\*\\*\\_Parts\\_\\*\\* shall mean all appliances, avionics, parts, instruments,\nappurtenances, accessories, furnishings and other equipment of whatever nature\n(other than a complete Engine) that may from time to time be incorporated or\ninstalled in or attached to the Airframe or the Engines, and any and all such\nappliances, avionics, parts, instruments, appurtenances, accessories,\nfurnishings and other equipment removed therefrom so long as the same have not\nbeen released from the Lessor’s Lien pursuant to the applicable terms of the\nLease.", "source": "agreement_2.md" }, { "id": "610", "text": "\\*\\*\\_Permitted Liens\\_\\*\\* shall mean (a) the Lessor’s Lien, (b) any Permitted\nThird Party Agreements, (c) Liens for taxes either not yet due or being\ncontested, and (d) inchoate materialmen’s, mechanic’s, workmen’s, repairmen’s,\nemployee’s, or other like Liens arising in the ordinary course of business of\nLessee for sums not yet delinquent or being contested; except that any such\ncontest described in clauses (c) or (d) must be conducted by Lessee, in good\nfaith, with due diligence and by appropriate proceedings, so long as such\nproceedings do not involve, in Lessor’s sole judgment, any material danger of\nthe sale, foreclosure, transfer, forfeiture or loss of the Aircraft or any\nproperty comprising the Aircraft, or any Collateral, or Lessor’s title\nthereto, or the respective rights or interest of Lessor or Lessee therein, and\nfor the payment of which adequate reserves are being maintained in accordance\nwith GAAP or other appropriate provisions satisfactory to Lessor have been\nmade; and with respect to any such Lien existing at the time the Aircraft or\nany Collateral shall become subject to Lessor’s Interest, such Lien must be\neffectively subordinated, as and to the extent required in any of the Lease\nDocuments. Notwithstanding the foregoing, in no event shall any Lien held by\nany Person (other than Lessor) against or with respect to the Aircraft or any\nCollateral at the time of the Lease or any advance thereof constitute a\nPermitted Lien, if in the reasonable opinion of Lessor such Lien would be\ndeemed pursuant to Applicable Law to have priority over Lessor’s Lien with\nrespect to such Collateral.", "source": "agreement_2.md" }, { "id": "611", "text": "\\*\\*\\_Permitted Replacement\\_\\*\\* shall have the meaning provided in Section 6.3 of\nthe Lease.\n\n\n\n\\*\\*\\_Permitted Third Party Agreement\\_\\*\\* shall have the meaning provided in\nSection 5.7(b) of the Lease.\n\n\n\n\\*\\*\\_Person\\_\\*\\* shall mean any individual, partnership, corporation, limited\nliability company, trust, association, joint venture, joint stock company, or\nnon-incorporated organization or Governmental Authority, or any other entity\nof any kind whatsoever.", "source": "agreement_2.md" }, { "id": "612", "text": "\\*\\*\\_proceeds\\_\\*\\* shall have the meaning assigned to it in the UCC, and in any\nevent, shall include, but not be limited to, all goods, accounts, chattel\npaper, documents, instruments, general intangibles, investment property,\ndeposit accounts, letter of credit rights, investment property, deposit\naccounts and supporting obligations (to the extent any of the foregoing terms\nare defined in the UCC, any such foregoing terms shall have the meanings given\nto the same in the UCC), and all of Lessee’s rights in and to any of the\nforegoing, and any and all rents, payments, charter hire and other amounts of\nany kind whatsoever due or payable under or in connection with the Airframe,\nthe Engines or any of the Collateral, including, without limitation, (A) any\nand all proceeds of any insurance, indemnity, warranty or guaranty payable to\nLessee from time to time, (B) any and all payments (in any form whatsoever)\nmade or due and payable to Lessee from time to time in connection with any\nrequisition, confiscation, condemnation, seizure or forfeiture by any\nGovernmental Authority or any other Person (whether or not acting under color\nof any Governmental Authority), and (C) any and all other rents or profits or\nother amounts from time to time paid or payable.\n\n\n\n\\*\\*\\_Purchase Documents\\_\\*\\* shall mean the purchase documents specified in\nSection 1(b)(i) of the Closing Terms Addendum.", "source": "agreement_2.md" }, { "id": "613", "text": "\\*\\*\\_Records\\_\\*\\* shall mean any and all logs, manuals, certificates and data and\ninspection, modification, maintenance, engineering, technical, and overhaul\nrecords (whether in written or electronic form) with respect to the Airframe,\nthe Engines, all Parts or any Collateral, including, without limitation, all\nrecords (i) required to be maintained by the FAA or any other Governmental\nAuthority having jurisdiction, or by any manufacturer or supplier with respect\nto the enforcement of warranties or otherwise, (ii) evidencing Lessee’s\ncompliance with Applicable Standards, or (iii) with respect to any maintenance\nservice program.\n\n\n\nA-7\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Registerable Interests\\_\\*\\* shall mean all existing and prospective\ninternational interests and other interests, rights and/or notices, sales and\nprospective sales, assignments, subordinations, and discharges, in each case,\nsusceptible to being registered at the International Registry pursuant to the\nCape Town Convention.\n\n\n\n\\*\\*\\_Registration Application\\_\\*\\* shall have the meaning set forth in Section 2\nof the Closing Terms Addendum.\n\n\n\n\\*\\*\\_Registration Certificate\\_\\*\\* shall mean a currently effective Certificate of\nAircraft Registration, AC Form 8050-3, or any other certificate issued to\nLessor evidencing the currently effective registration of the Aircraft in its\nname, in connection with the operation of the Aircraft in the United States\npursuant to the Registration Requirements, or any other document as may then\nbe required to be maintained within the Aircraft by such Registration\nRequirements, either together with or in lieu of such certificate.", "source": "agreement_2.md" }, { "id": "614", "text": "\\*\\*\\_Registration Requirements\\_\\*\\* shall mean the requirements for registering\naircraft with the Registry under 49 U.S.C. 44101-44104, and 14 C.F.R. § 47 as\nthen in effect, any successor laws, rules or regulations pertaining to\napplicants for and holders of a Registration Certificate, the U.S.\nregistration number for the Aircraft, and any such other FARs and other\nApplicable Laws, in each case as and to the extent pertaining to the\nregistration of Lessor’s ownership of the Aircraft with the Registry,\nincluding any renewal of such registration, or replacement of any such\nRegistration Certificate.\n\n\n\n\\*\\*\\_Registry\\_\\*\\* shall mean the FAA, Civil Aviation Registry, Aircraft\nRegistration Branch, or any successor registry having an essentially similar\npurpose pertinent to the ownership registration of the Aircraft pursuant to\nthe Registration Requirements.\n\n\n\n\\*\\*\\_Rent\\_\\*\\* shall have the meaning set forth in Section 2.1 of the Lease.\n\n\n\n\\*\\*\\_Required Coverages\\_\\*\\* shall mean any of the insurance coverages required\nunder the Lease or any of the other Lease Documents, whether being provided by\nLessee, its Affiliate, or by any party to any Permitted Third Party Agreement\nor any other Third Party Agreement (other than Lessor).\n\n\n\n\\*\\*\\_Required Registrations\\_\\*\\* shall have the meaning set forth in Section 2(b)\nof the Closing Terms Addendum.\n\n\n\n\\*\\*\\_Requisition of Use\\_\\*\\* shall have the meaning set forth in the Event of Loss\ndefinition contained herein.\n\n\n\n\\*\\*\\_Return to Manufacturer\\_\\*\\* shall have the meaning set forth in the Event of\nLoss definition contained herein.", "source": "agreement_2.md" }, { "id": "615", "text": "\\*\\*\\_Return to Manufacturer\\_\\*\\* shall have the meaning set forth in the Event of\nLoss definition contained herein.\n\n\n\n\\*\\*\\_Schedules No. 1, 2, 2-A or 3\\_\\*\\* shall mean any of \\_Schedules No. 1, 2,\n2-A or 3\\_, as applicable, to the Lease Supplement.\n\n\n\n\\*\\*\\_SEC\\_\\*\\* shall mean the Securities and Exchange Commission.\n\n\n\n\\*\\*\\_Supplemental Rent\\_\\*\\* shall have the meaning set forth in Section 2.1 of the\nLease.\n\n\n\n\\*\\*\\_Supplier\\_\\*\\* shall mean the “Supplier” or “Suppliers”, as the case may be,\nidentified as such on \\_Schedule No. 1\\_ and their respective successors and\nassigns.\n\n\n\n\\*\\*\\_Tax Loss\\_\\*\\* shall have the meaning set forth in the Special Tax Indemnity\nRider.\n\n\n\n\\*\\*\\_Term\\_\\*\\* shall mean, collectively, (a) the period, if any, from and\nincluding the Acceptance Date through, but not including, the Rent\nCommencement Date and (b) the Basic Term.\n\n\n\n\\*\\*\\_Third Party Agreements\\_\\*\\* shall mean any and all leases, subleases,\ninterchange agreements, management agreements, charter agreements, pooling\nagreements, timeshare agreements, engine, airframe or aircraft maintenance\nprograms and any other similar agreements or arrangements of any kind\nwhatsoever relating to the Airframe, the Engines or any of the other\nCollateral.\n\n\n\nA-8\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "616", "text": "A-8\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*\\_Transaction Documents\\_\\*\\* shall mean, collectively, the Purchase Documents,\nthe Lease Documents, any and all Permitted Third Party Agreements, and any\nother document, agreement or instrument entered into for the purposes of\neffectuating the transactions contemplated in the Lease Documents, or relating\nthereto.\n\n\n\n\\*\\*\\_Transaction Parties\\_\\*\\* shall mean, collectively, Lessee and any other\nLessee Party, and each of the other parties to any of the Transaction\nDocuments, other than Lessor.\n\n\n\n\\*\\*\\_Transportation Code\\_\\*\\* shall mean Subtitle VII of Title 49 of the United\nStates Code, as amended and recodified.\n\n\n\n\\*\\*\\_TSA\\_\\*\\* shall mean the Transportation Security Administration and/or the\nAdministrator of the TSA, or any Person, Governmental Authority succeeding the\nfunctions of any of the foregoing.\n\n\n\n\\*\\*\\_UCC\\_\\*\\* shall mean the Uniform Commercial Code as then in effect in the\napplicable jurisdiction.\n\n\n\n\\*\\*\\_UCC Article 2A\\_\\*\\* shall mean that certain version of “Uniform Commercial\nCode – Leases” as adopted and in effect in the applicable jurisdiction.\n\n\n\n\\*\\*\\_Value Impairment\\_\\*\\* shall mean any impairment to the Fair Market Sales\nValue relating to the existence of any damage history or Excess Hours with\nrespect to the Aircraft upon its return pursuant to the Lease.\n\n\n\n\\*\\*\\_Warranty Bill of Sale\\_\\*\\* shall mean a warranty bill of sale in a form\nacceptable to Lessor.\n\n\n\nA-9\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "617", "text": "A-9\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*SPECIAL TAX INDEMNITY RIDER\\*\\* (“ \\*\\*Tax Rider\\*\\* ”) to Aircraft Lease (MSN\n42000181) dated as of November 23, 2021 (the “ \\*\\*Lease\\*\\* ”), by and between\n\\*\\*WESTERN FINANCE COMPANY\\*\\* , an Arizona corporation, as lessor (“ \\*\\*Lessor\\*\\*\n”), and \\*\\*GALILEE 1 SPV LLC\\*\\* , a Delaware limited liability company, as\nlessee (“ \\*\\*Lessee\\*\\* ”). This Tax Rider is being entered into by and between\nLessor and Lessee concurrently with the execution and delivery of the Lease on\nthe Closing Date.\n\n\n\nAll capitalized terms not defined in this Tax Rider are defined in the Lease.\nExecution of the Lease by Lessee and Lessor shall be deemed to constitute\nexecution and acceptance of the terms and conditions of this Tax Rider, and it\nshall supplement and be a part of the Lease.", "source": "agreement_2.md" }, { "id": "618", "text": "1. Lessor’s Assumptions. Lessor has assumed that: (a) Lessor will be entitled, for federal, state and local income tax purposes, to the following tax benefits (the “ \\*\\*Assumed Tax Benefits\\*\\* ”): (i)(A) cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the “Code”) commencing in Lessor’s taxable year which includes the Acceptance Date, calculated using the 200% declining balance method, switching to the straight line method for the first taxable year for which that method yields a larger deduction, (B) the half year convention, (C) a basis equal to 100% of Lessor’s Cost reduced by any amount of Bonus Depreciation (as defined herein), (D) zero salvage value, and (E) a recovery period of five years and (ii) an additional amount of depreciation in the first year of the Term in the amount of 50% of the unadjusted basis of the Aircraft (as it constitutes “qualified property” as defined in Section 168(k) of the", "source": "agreement_2.md" }, { "id": "619", "text": "(as it constitutes “qualified property” as defined in Section 168(k) of the Code, as amended by the Economic Stimulus Act of 2008 and the American Recovery and Reinvestment Act of 2009, the Small Business Jobs Act of 2010, the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010, and the American Taxpayer Relief Act of 2012) (“ \\*\\*Bonus Depreciation\\*\\* ”); (b) Lessor will be taxed for federal, state and local income tax purposes at an effective combined tax rate of 25.00% in 2021 and in each year thereafter (the “ \\*\\*Assumed Tax Rate\\*\\* ”); (c) at all times during the Term of the Lease, the Lease will constitute a “true lease” for federal income tax purposes, Lessor will be treated as the purchaser, owner and lessor of the Aircraft and the Lessee will be treated as the lessee of the Aircraft; (d) Lessor’s taxable year is the 12-month period ending December 31; (e) all items", "source": "agreement_2.md" }, { "id": "620", "text": "taxable year is the 12-month period ending December 31; (e) all items of income, deduction, loss and credit with respect to the transactions contemplated by the Lease Documents will be treated for federal income tax purposes as derived from, or allocable to, sources within the United States; (f) Lessor is a domestic corporation for federal income tax purposes; (g) Lessor will have sufficient taxable income to benefit from the full utilization of the Assumed Tax Benefits and Bonus Depreciation in the taxable year of Lessor in which such deductions are first allowable; (h) no portion of the Assumed Tax Benefits (including the Bonus Depreciation) in respect of the Aircraft shall be recaptured, at any time prior to the expiration of the Term of the Lease (without regard to any provision for earlier termination); (i) Lessor will use an accrual method of accounting; (j) the Lease will not be a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code, and", "source": "agreement_2.md" }, { "id": "621", "text": "agreement” within the meaning of Section 467(b)(4) of the Code, and Lessor’s accrual of Rent; and (k) the Aircraft will be “placed in service” (within the meaning of Section 168 of the Code) by Lessor on the Acceptance Date.", "source": "agreement_2.md" }, { "id": "622", "text": "2. \\*\\*Lessee’s Representations, Warranties and Covenants\\*\\*. Lessee represents, warrants, and covenants that: (a) neither the Aircraft nor any part thereof will constitute “property used predominantly outside the United States”, “public utility property”, or “tax-exempt use property” within the meaning of Sections 168(g), 168(h) or 168(i)(10) of the Code; (b) the recovery period of the Aircraft for federal income tax purposes is five years; and (c) neither Lessee nor any member of any group of corporations, limited liability companies, partnerships, or other organizations with which Lessee files affiliated, consolidated, combined or unitary tax returns or any other Lessee Party will file any tax return or other document which is inconsistent with the treatment of Lessor as the owner of the Aircraft for income tax purposes or any of the Lessor’s Assumptions referred to in clauses (a) through (k) of Section 1 above (including the Assumed Tax Benefits).\n\n\n\n3. Indemnity for Lessee’s Acts or Omissions.", "source": "agreement_2.md" }, { "id": "623", "text": "3. Indemnity for Lessee’s Acts or Omissions.\n\n\n\n(a) \\_Indemnity\\_. Upon the occurrence of any Tax Loss (as defined below),\nLessee shall pay to Lessor at Lessor’s option either: (i) a lump sum amount\nthat, after reduction by the net amount of all federal, state and local taxes\nrequired to be paid by Lessor with respect to the receipt of such amount,\nequals, on an after-tax and net present value basis, the aggregate additional\nfederal, state and local income taxes payable by Lessor as a result of such\nTax Loss, plus any interest, fines, additions to tax or penalties relating to\nor in connection with such Tax Loss, which amount shall be payable within\nthirty days after written notice from Lessor to Lessee that a Tax Loss has\noccurred, or (ii) additional Rent on each date that Basic Rent is due,\nbeginning on the date specified in written notice from Lessor to Lessee that a\nTax Loss has occurred, in such amounts as are necessary, on an after-tax\nbasis, in each such case, to maintain Lessor’s after-tax economic yield and\noverall net after-tax cash flow for the entire Term at the same level that\nwould have been available if such Tax Loss had not occurred, plus any\ninterest, fees, penalties or additions to tax that may be imposed in\nconnection with such Tax Loss. In the event of any Tax Loss, the Casualty\nValue shall be adjusted appropriately by Lessor to reflect such Tax Loss. Any\namount payable by Lessee with respect to a Tax Loss shall be calculated based\non the assumptions set forth in Section 1 above (including the Assumed Tax\nRate).\n\n\n\nSTIR-1\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "624", "text": "(b) \\_Tax Loss\\_. For the purposes of this indemnity, any of the following\nevents shall constitute a “ \\*\\*Tax Loss\\*\\* ”: (i) if as the result of any act or\nfailure to act of Lessee or any Lessee Party or the breach of any of Lessee’s\nrepresentations, warranties, or covenants set forth in this Tax Rider or any\nother Lease Document or otherwise, or any bankruptcy of Lessee or any Default\nor any Event of Default, Lessor shall lose, or shall not have the right to\nclaim, or shall suffer a disallowance or recapture with respect to, or shall\nreceive a lower than anticipated economic benefit from, all or any portion of\nthe Assumed Tax Benefits (including in respect of Bonus Depreciation); (ii)\nfor federal, foreign, state or local income tax purposes, as a result of any\nact or failure to act of Lessee or any Lessee Party or the breach of any of\nLessee’s representations, warranties, or covenants set forth in this Tax Rider\nor any other Lease Document or otherwise, or any bankruptcy of Lessee or any\nDefault or any Event of Default, any item of income, gain, loss or deduction\nwith respect to the Aircraft or any part thereto is treated as derived from,\nor allocable to, sources outside the United States, and as a result Lessor’s\nallowable foreign tax credit for federal income tax purposes for any year is\nless than the credit to which Lessor would have been entitled if all such\nincome, gain, loss and deduction had been from U.S. sources; (iii) during the\nTerm there shall be included in Lessor’s gross income for federal, state or\nlocal income tax purposes any amount on account of any addition, alteration or\nother modification or improvement to or in respect of the Aircraft or any part", "source": "agreement_2.md" }, { "id": "625", "text": "local income tax purposes any amount on account of any addition, alteration or\nother modification or improvement to or in respect of the Aircraft or any part\nthereof made or paid for by Lessee or any Lessee Party or any substitution or\nexchange of the Aircraft or any part thereof; or (iv) if for any reason\nwhatsoever (whether as a result of a breach of Lessee’s representations,\nwarranties or covenants, or acts or omissions, or otherwise) Lessor shall\nlose, shall not have the right to claim, or shall suffer a disallowance or\nrecapture or shall receive a lower than anticipated economic benefit from the\nBonus Depreciation.", "source": "agreement_2.md" }, { "id": "626", "text": "4. \\*\\*Beneficiaries of the Indemnity\\*\\*. Lessor shall be an express third party beneficiary of the representations, warranties, indemnifications and agreements by Lessee in this Tax Rider and shall have the right to enforce the same against Lessee. For purposes of this Tax Rider:\n\n\n\n(a) \\*\\*“Lessor”\\*\\* includes Lessor, its Affiliates, its successors in interest,\neach assignee and each of their respective successors in interest and assigns,\nany Consolidated Group (hereinafter defined) of which Lessor or any such\nassignee or any of their respective successors in interest or assigns is, or\nmay become a member, and each member of such Consolidated Group; and\n\n\n\n(b) “ \\*\\*Consolidated Group\\*\\* ” means an affiliated group (within the meaning\nof Section 1504 of the Code) that files consolidated returns for federal\nincome tax purposes and any group filing combined, unitary or consolidated\nreturns pursuant to the rules of any state taxing authority.\n\n\n\n5. \\*\\*Notices and Payment\\*\\*. Lessor shall provide Lessee with notice of any Tax Loss (including a reasonable description of the Tax Loss and the calculation of the amount due in respect of the same) for which Lessee is responsible pursuant to this Tax Rider, provided that the failure to give such notice shall not relieve Lessee of responsibility under this Tax Rider and upon such notice to Lessee, the amount due in respect of such Tax Loss shall become immediately due to Lessor.\n\n\n\n6. \\*\\*Survival\\*\\*. The indemnification obligations of Lessee under this Tax Rider shall survive the expiration, cancellation or termination of the Lease.\n\n\n\n\\*\\*[Signatures on Next Page]\\*\\*\n\n\n\nSTIR-2\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "627", "text": "STIR-2\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*IN WITNESS WHEREOF\\*\\* , the parties hereto have each caused this Tax Rider to\nbe duly executed by their respective officers, thereunto duly authorized as of\nthe date first written above.\n\n\n\n | \\*\\*WESTERN FINANCE COMPANY\\*\\* \n---|--- \n | \n | By: | /s/ Tim Brukner \n | Name: Tim Brukner \n | Title: President \n | \n | \\*\\*GALILEE 1 SPV LLC\\*\\* \n | \n | By: | /s/ George Murnane \n | Name: George Murnane \n | Title: President \n \n\n\n\\*\\*[EXECUTION PAGE OF SPECIAL TAX INDEMNITY RIDER]\\*\\*\n\n\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*CLOSING TERMS ADDENDUM\\*\\* (“ \\*\\*Closing Terms Addendum\\*\\* ”) to Aircraft Lease\n(MSN 42000181) dated as of November 23, 2021 (the “ \\*\\*Lease\\*\\* ”), between\n\\*\\*WESTERN FINANCE COMPANY\\*\\* , an Arizona corporation, as lessor (“ \\*\\*Lessor\\*\\*\n”), and \\*\\*GALILEE 1 SPV LLC\\*\\* , as lessee (“ \\*\\*Lessee\\*\\* ”).\n\n\n\nAll capitalized terms and certain other terms not defined in this Closing\nTerms Addendum are defined in the Lease. Execution of the Lease by Lessee and\nLessor shall be deemed to constitute execution and acceptance of the terms and\nconditions of this Closing Terms Addendum, and it shall supplement and be a\npart of the Lease.", "source": "agreement_2.md" }, { "id": "628", "text": "1. \\*\\*Closing Deliverables\\*\\*. Prior to disbursing the funds pursuant to the pay proceeds letter (referenced below) to effect Lessor’s purchase and lease of the Aircraft to Lessee pursuant to the Lease and, (if required by Lessor) at least three (3) full Business Days prior to the Acceptance Date, Lessor shall have received all of the following, in form and substance satisfactory to Lessor (the “ \\*\\*Closing Deliverables\\*\\* ”):\n\n\n\n(a) the Lease (including the “chattel paper” original of the Lease, including\nthe Lease Supplement) dated as of the date hereof, together with any other\napplicable Lease Documents, each duly executed by each of the applicable\nTransaction Parties;", "source": "agreement_2.md" }, { "id": "629", "text": "(b) (i) the Purchase Agreement, duly executed by Lessee and the Supplier, and\nthe related assignment agreement duly executed among Lessee, the Supplier and\nLessor pursuant to which (among other things) Lessee is assigning to Lessor\nthe right to purchase the Aircraft from the Supplier, together with all\nrelated warranties and other rights as purchaser thereunder; (ii) copies of\nthe warranty bill of sale and FAA Bill of Sale (AC Form 8050-2) (the “ \\*\\*FAA\nBill of Sale\\*\\* ”) conveying title to the Aircraft from the Supplier to Lessor,\nand such other documents relating to the purchase or conveyance of title as\nLessor may request; (iii) a copy of the invoice relating to Lessor’s purchase\nof the Aircraft from the Supplier in the amount of the Lessor’s Cost; and (iv)\na pay proceeds letter, executed by Lessee, directing Lessor to make\ndisbursements of the purchase price consistent with the invoice and in no\nevent exceeding, in the aggregate, the Lessor’s Cost (including, if\napplicable, in accordance with any pre-funding agreements), as and to the\nextent so agreed by Lessor, in its discretion (the “ \\*\\*pay proceeds letter\\*\\*\n”);\n\n\n\n(c) certificates of good standing for each of the Lessee Parties from their\nrespective states of organization and chief executive offices and principal\nplaces of business;", "source": "agreement_2.md" }, { "id": "630", "text": "(d) a certificate for each of the Lessee Parties executed by its secretary or\nother authorized representative certifying: (i) that the execution, delivery\nand performance of the Lease and the other Transaction Documents and\nparticipation in the transactions contemplated thereby have been duly\nauthorized; (ii) the name(s) of the person(s) authorized to execute and\ndeliver such documents on behalf of such Lessee Party together with specimen\nsignature(s) of such Person(s); and (iii) as to the completeness and accuracy\nof such Lessee Party’s Organizational Documents, as applicable, attached to\nthe certificate;\n\n\n\n(e) evidence as to the Required Coverages, including, but not limited to, a\ncertificate of insurance, copies of endorsements (including a Lessor\nendorsement), and, if requested by Lessor, copies of applicable policies and\nwritten confirmation from the insurance underwriter or broker that the\ninsurance coverage provided is in compliance with the requirements of Section\n7 of the Lease and any other applicable provisions of the Lease Documents;\n\n\n\n(f) a copy of the FAA Standard Airworthiness Certificate (AC Form 8100-2) for\nthe Aircraft; and, if required by Lessor, an inspection report and appraisal\nsatisfactory to Lessor with respect to the Aircraft prepared by inspector(s)\nor appraiser(s) acceptable to Lessor;", "source": "agreement_2.md" }, { "id": "631", "text": "(g) (i) FAA and UCC search reports and search certificate from the\nInternational Registry, and if the Aircraft or any of the Collateral is not\nfree and clear of Liens, copies of any required subordinations, releases or\nterminations of any other prior Liens, and evidence of such other actions\nhaving been taken as may then be required to cause (A) Lessor to have good and\nmarketable title to the Aircraft, and Lessee to have good and marketable title\nto all Collateral, in each case, free and clear of Liens, except Permitted\nLiens and (B) the Lessor’s Interest therein to be validly created and\nperfected, and have first priority over any other Liens (other than Lessor’s\nLiens) pursuant to all Applicable Laws; and (ii) if required by Lessor, title\ninsurance, from an issuer and having such terms, and evidenced by copies of\npolicies or such other assurances as may be required by Lessor;\n\n\n\nCTA-1\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(h) regarding the International Registry, evidence that each of Lessee and all\npertinent Persons (i) are transacting user entities (and identifying the name\nof their respective administrators), (ii) have designated Aviation Counsel as\ntheir professional user entity, and (iii) have taken all other actions which\nmay then be necessary (including, by providing all necessary authority to its\nadministrator) so that all of the Registerable Interests, including any\ndischarges and subordinations, required by the Lease or the other Lease\nDocuments can be registered with the International Registry in favor of\nLessor;", "source": "agreement_2.md" }, { "id": "632", "text": "(i) if applicable, a Declaration of International Operations if the Aircraft\nis scheduled to make an international flight, including over international\nwaters, within thirty (30) days after the Acceptance Date (the “\n\\*\\*Declaration\\*\\* ”);\n\n\n\n(j) (i) a copy of Lessee’s Engine Maintenance Program for the Engines, if\navailable as of the Closing Date, or (ii) if a copy of the Engine Maintenance\nProgram cannot be obtained prior to the Closing Date, (A) written confirmation\nfrom the Manufacturer, reasonably acceptable to Lessor, that the Lessee’s\nEngine Maintenance Program is in effect as of the Closing Date and (B) upon\nLessee’s receipt, a copy of such Engine Maintenance Program \\*\\*;\\*\\*\n\n\n\n(k) (i) a copy of each duly executed Permitted Third Party Agreement\n(including, if any of the same constitutes a lease, the only chattel paper\noriginal thereof) and the related Operating Consent; and (ii) if the Aircraft\nis to be chartered pursuant thereto, a copy of the manager’s or other charter\noperator’s Part 135 Certificate; and\n\n\n\n(l) (i) if requested by Lessor, an opinion of Counsel for each Lessee Party\naddressed to Lessor as to such matters incident to the transactions\ncontemplated in the Lease as Lessor may reasonably require; and (ii) such\nother documents, filings, certificates, opinions, assurances and evidence of\nsuch other matters, as Lessor, Lessor’s counsel or Aviation Counsel, may\nreasonably request.", "source": "agreement_2.md" }, { "id": "633", "text": "2. \\*\\*Aviation Counsel’s Escrow.\\*\\* Prior disbursing the funds pursuant to the pay proceeds letter and, (if required by Lessor) at least one (1) full Business Day prior to the Acceptance Date, Lessor shall have received confirmation from Aviation Counsel and from any other Person holding any Closing Deliverables in escrow (each, an “ \\*\\*Escrow Holder\\*\\* ”), that it is holding in its escrow all of the following (the “ \\*\\*Aviation Documents\\*\\* ”), if applicable, in proper form for filing with the FAA and otherwise having a form and substance satisfactory to Aviation Counsel: (a) the executed FAA Bill of Sale and a copy of the executed FAA Aircraft Registration Application (AC Form 8050- 1) (the “ \\*\\*Registration Application\\*\\* ”) for the Aircraft (except for the pink copy, which shall be available to be placed on the Aircraft upon acceptance thereof), each in Lessor’s name; (b) FAA Entry Point Filing Forms (AC Form 8050- 135) pertaining to each of the required Registerable Interests, (as determined by Aviation Counsel, and specified therein, the “ \\*\\*Required Registrations\\*\\* ”); (c) if required, executed releases and any subordinations of any Liens on the Aircraft, and all consents and other directives necessary to register any of the same; (d) such other documents, instructions and consents as are necessary, in the opinion of Lessor’s counsel or Aviation Counsel; and (e) an executed original counterpart of the Lease (including the Lease Supplement and related Schedules, but not the “chattel paper” original thereof) and (if requested by Lessor) any Permitted Third Party Agreement constituting a lease, together with any related Operating Consent.", "source": "agreement_2.md" }, { "id": "634", "text": "3\\. \\*\\* Other Closing Assurances. \\*\\*On the Acceptance Date, Lessor shall have\nreceived:\n\n\n\n(a) immediately prior to disbursing the funds pursuant to the pay proceeds\nletter, (i) assurances from Aviation Counsel that upon making the filings and\nRequired Registrations contemplated herein, (A) good title to the Airframe and\nthe Engines is vested in Lessor, (B) the Airframe, the Engines, and any\nCollateral, will be free and clear of all Liens of record with the FAA and the\nInternational Registry (other than Permitted Liens), and (C) Lessor’s Interest\nin and against the Airframe, the Engines and any Collateral will be perfected\nand have first priority; and (ii) confirmation from (A) Lessee and each such\nother party to any Closing Deliverables that immediately upon the disbursement\nof the funds being advanced or remitted in connection with Lessor’s purchase\nand lease of the Aircraft in accordance with the pay proceeds letter between\nLessor and Lessee, then automatically and without further action, (1) each\nEscrow Holder is deemed authorized to complete each of the Closing\nDeliverables, (2) all of the Closing Deliverables shall be deemed released\nfrom escrow and (3) all of the Aviation Documents shall be filed and all\nRequired Registrations shall be made, as contemplated in the Lease and in the\norder required by Lessor; and (B) Aviation Counsel, that the professional user\nentity for Lessee, and each such other party required to initiate or consent\nto all of Required Registrations have so initiated or consented to the same;\nand\n\n\n\nCTA-2\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "635", "text": "CTA-2\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(b) promptly after Lessor has disbursed the funds pursuant to the pay proceeds\nletter, (i) confirmation by Aviation Counsel that the filing of the Lease, and\neach of the other documents referenced in Section 2 above has been made (and\nthe filing information is reported to Lessor telephonically or\nelectronically); and (ii) a priority search certificate from the International\nRegistry addressed to Lessor evidencing that all of the Required Registrations\nhave been duly registered and are searchable.", "source": "agreement_2.md" }, { "id": "636", "text": "4. \\*\\*All Other Conditions Satisfied\\*\\*. On the Acceptance Date, and prior to disbursing the funds pursuant to the pay proceeds letter, (a) the representations and warranties contained in the Lease and the other Transaction Documents shall be true and correct in all respects on and as of the date of such disbursement; and (b) any and all of the other conditions to Lessor’s purchasing and leasing the Aircraft to Lessee pursuant to the Lease have been satisfied. As and when required thereby, Lessee shall have caused the Supplier of the Aircraft to have complied with all Applicable Laws pertaining to the consummation of the sale of the Aircraft to Lessor, consistent with the title, registration and Lien status as contemplated herein. Lessee acknowledges and agrees that Lessor’s disbursement of any part or all of the purchase price or any other amounts disbursed pursuant to the pay proceeds letter or the taking of any other actions by Lessor in furtherance of consummating the transactions contemplated in connection with the Lease, shall not prejudice any of Lessor’s rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this Closing Terms Addendum; and Lessor hereby reserves all of its respective rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lessor’s authorized officer.\n\n\n\nCTA-3\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "637", "text": "CTA-3\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*OPTION ADDENDUM\\*\\* (“ \\*\\*Option Addendum\\*\\* ”) to Aircraft Lease (MSN 42000181)\ndated as of November 23, 2021 (the “ \\*\\*Lease\\*\\* ”), between \\*\\*WESTERN FINANCE\nCOMPANY\\*\\* , an Arizona corporation, as lessor (“ \\*\\*Lessor\\*\\* ”), and \\*\\*GALILEE\n1 SPV LLC\\*\\* , a Delaware limited liability company, as lessee (“ \\*\\*Lessee\\*\\*\n”).\n\n\n\nAll capitalized terms not defined in this Option Addendum are defined in the\nLease. Execution of the Lease by Lessee and Lessor shall be deemed to\nconstitute execution and acceptance of the terms and conditions of this Option\nAddendum, and it shall supplement and be a part of the Lease.\n\n\n\n\\*\\*1.\\*\\* \\*\\*Purchase Options\\*\\*.", "source": "agreement_2.md" }, { "id": "638", "text": "\\*\\*1.\\*\\* \\*\\*Purchase Options\\*\\*.\n\n\n\n(a) \\_Early Purchase Option\\_. So long as no Event of Default shall then exist,\nLessee may, upon providing notice to Lessor in accordance with Section 4\nbelow, purchase the Aircraft for an amount, payable in immediately available\nfunds, equal to the sum of (i) the Fair Market Sales Value of the Aircraft as\nof the date of Lessee’s purchase pursuant to this Section 1(a), determined in\naccordance with Section 3 hereof, provided that in no event shall the Fair\nMarket Sales Value of the Aircraft exceed the Casualty Value of the Aircraft\nas of the date of Lessee’s purchase pursuant to this Section 1(a), plus (ii)\nany applicable Impositions resulting from such sale, plus (iii) any Basic Rent\ndue and payable on or before the purchase date and all other accrued and\nunpaid Rent.\n\n\n\n(b) \\_End of Term Purchase Option\\_. So long as no Event of Default shall then\nexist, and Lessee shall not have elected to purchase the aircraft pursuant to\nsubsection (a) above or to return the Aircraft pursuant to the Return\nAddendum, Lessee may, upon providing notice to Lessor in accordance with\nSection 4 below, purchase the Aircraft on the Expiration Date for an amount,\npayable in immediately available funds, equal to the Fair Market Sales Value\nof the Aircraft as of the end of the Basic Term, determined in accordance with\nSection 3 hereof, plus any applicable Impositions resulting from such sale,\ntogether with any Basic Rent due and payable on or before the Expiration Date\nand all other accrued and unpaid Rent. In no event shall the Fair Market Sales\nValue of the Aircraft exceed $2,920,500 for the purpose of this Section 1.", "source": "agreement_2.md" }, { "id": "639", "text": "\\*\\*2.\\*\\* \\*\\*Determination of Fair Market Sales Values\\*\\*.\n\n\n\n(a) If Lessee has elected the options specified in Section 1(a) above, then as\nsoon as practicable thereafter, Lessor and Lessee shall consult for the\npurpose of determining the Fair Market Sales Value of the Aircraft as of the\nend of the Basic Term, and any values agreed upon in writing between Lessor\nand Lessee shall be binding on both parties. If Lessor and Lessee fail to\nagree upon any such value prior to sixty (60) days before the purchase date,\nLessor shall then appoint an independent certified appraiser (reasonably\nacceptable to Lessee) to determine the applicable value, and such\ndetermination by the independent appraiser shall be made within thirty (30)\ndays after such appointment and shall be binding on Lessor and Lessee. The\nindependent appraiser shall make any such determination utilizing the\ndefinition of Fair Market Sales Value, including all assumptions. Lessee\nagrees to pay the costs and expenses of any such determination and appraisal.", "source": "agreement_2.md" }, { "id": "640", "text": "(b) If Lessee has elected the options specified in Section 1(b) above, then as\nsoon as practicable thereafter, Lessor and Lessee shall consult for the\npurpose of determining the Fair Market Sales Value of the Aircraft as of the\nend of the Basic Term, and any values agreed upon in writing between Lessor\nand Lessee shall be binding on both parties. If Lessor and Lessee fail to\nagree upon any such value prior to one hundred fifty (150) days before the\nExpiration Date, Lessor shall then appoint an independent certified appraiser\n(reasonably acceptable to Lessee) to determine the applicable value, and such\ndetermination by the independent appraiser shall be made within thirty (30)\ndays after such appointment and shall be binding on Lessor and Lessee. The\nindependent appraiser shall make any such determination utilizing the\ndefinition of Fair Market Sales Value, including all assumptions. Lessee\nagrees to pay the costs and expenses of any such determination and appraisal.\n\n\n\n\\*\\*3.\\*\\* \\*\\*Time to Exercise Option\\*\\*.\n\n\n\n(a) \\_Early Purchase Option Election Notice\\_. Prior to November 23, 2025,\nLessee may provide Lessor with written notice pursuant to which Lessee will\nindicate its irrevocable election to purchase the Aircraft pursuant to Section\n1(a) above (an “ \\*\\*Early Purchase Election Notice\\*\\* ”). The Early Purchase\nElection Notice shall specify the date of the purchase of the Aircraft, which\ndate shall be a rental payment date and shall be not less than 90 days and not\nmore than 180 days from the date of the Early Purchase Election Notice.\n\n\n\nOA-1\n\n\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "641", "text": "OA-1\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(b) \\_End of Term Purchase Option Election Notice\\_. Prior to the Expiration\nDate, Lessee shall provide Lessor with written notice pursuant to which Lessee\nwill indicate its irrevocable election to either purchase the Aircraft\npursuant to Section 1(b) above or return the Aircraft pursuant to the Return\nAddendum (an “ \\*\\*End of Term Election Notice\\*\\* ”)\n\n\n\n(c) \\_Deemed Waiver\\_. Notwithstanding the provisions of Section 1(b) above,\nLessee shall be deemed to have waived the purchase option set forth in Section\n1(b) above unless Lessee provides Lessor with an End of Term Election Notice\non or before the two hundred seventieth (270th) day prior to the Expiration\nDate; except that Lessee shall be deemed to have irrevocably elected to return\nthe Aircraft pursuant to Section 1 above if Lessee’s End of Term Election\nNotice asserted its election to so return the Aircraft or if Lessee fails to\nprovide Lessor with written notice of Lessee’s irrevocable election to\npurchase the Aircraft by the one hundred eightieth (180th) day prior to the\nExpiration Date.\n\n\n\n(d) \\_Return Election\\_. If Lessee elects to return the Aircraft, either by\nnotifying Lessor of such election by delivering its End of Term Election\nNotice on a timely basis, or by failing to timely deliver an End of Term\nElection Notice in accordance with the applicable provisions of this Section\n4, Lessee shall return the Aircraft as and when required by the Return\nAddendum.", "source": "agreement_2.md" }, { "id": "642", "text": "\\*\\*5. Bill of Sale\\*\\*. In the event Lessee exercises its option under Section 1\nabove, upon Lessee’s payment of the amounts required thereunder, and upon\nLessee’s written request, Lessor shall deliver to Lessee a FAA AC 8050-2 Bill\nof Sale and a warranty bill of sale, in form and substance mutually acceptable\nto Lessee and to Lessor, transferring to Lessee all right, title and interest,\nif any, of Lessor in and to the Aircraft on an \\*\\*“AS IS” “WHERE IS” basis\\*\\*\n(except as to the absence of Lessor’s Liens), and, at Lessee’s reasonable\ncost, Lessor shall release its international interests in the Airframe and\nEngines and consent to the registration with the International Registry of the\ncontract of sale to Lessee.\n\n\n\nOA-2\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*RETURN ADDENDUM\\*\\* (“ \\*\\*Return Addendum\\*\\* ”) to Aircraft Lease (MSN 42000181)\ndated as of November 23, 2021 (the “ \\*\\*Lease\\*\\* ”), between \\*\\*WESTERN FINANCE\nCOMPANY\\*\\* , an Arizona corporation, as lessor (“ \\*\\*Lessor\\*\\* ”), and \\*\\*GALILEE\n1 SPV LLC\\*\\* , a Delaware limited liability company, as lessee (“ \\*\\*Lessee\\*\\*\n”).\n\n\n\nAll capitalized terms not defined in this Return Addendum are defined in the\nLease. Execution of the Lease by Lessee and Lessor shall be deemed to\nconstitute execution and acceptance of the terms and conditions of this Return\nAddendum, and it shall supplement and be a part of the Lease.", "source": "agreement_2.md" }, { "id": "643", "text": "1. \\*\\*Lessee’s Obligation to Return\\*\\*. Unless purchased by Lessee, upon the expiration, cancellation, or other termination of the Lease, Lessee shall at its sole expense return the Aircraft to Lessor in accordance with, and otherwise pay, perform and comply with, all of the provisions of this Return Addendum, in each case as and when required hereby.", "source": "agreement_2.md" }, { "id": "644", "text": "(a) \\_Aircraft Condition (Generally)\\_. Upon redelivery pursuant hereto, the\nAircraft shall, (i) be fully equipped, with all Parts and both Engines\ninstalled on the Airframe (whether such Engines were delivered with the\nAirframe on the Acceptance Date, or constitute Permitted Replacements\nsubstituted in accordance with Section 6.3 of the Lease); (ii) be registered\nin Lessor’s name at the FAA, and free and clear of all Liens (other than any\nLessor’s Liens); (iii) have the same configuration, coloring and (ordinary\nwear and tear excepted) appearance, and at least the same utility, in each\nsuch case, as when delivered to Lessee on the Acceptance Date (or, solely at\nLessor’s option, Lessee shall pay to Lessor an amount equal to the actual cost\nof such restoration); (iv) be in good operating and physical condition, with\nall systems operating normally, and having (at least) the condition and repair\nrequired by, and otherwise in full compliance with Sections 5.3 and 5.4 of the\nLease; (v) in accordance with the requirements set forth on Schedule RA-1\nattached hereto; and (vi) without limiting the foregoing, (A) have no open\nairworthiness directives, and any of the same requiring terminating action\nwithin six (6) months after the date of return having been strictly complied\nwith by Lessee’s having taken such terminating action, (B) be airworthy and in\ncompliance with all other Applicable Standards, and (C) have a currently\neffective FAA airworthiness certificate.", "source": "agreement_2.md" }, { "id": "645", "text": "(b) \\_Damage History and Excess Use Compensation\\_. Upon the return of the\nAircraft pursuant hereto, Lessee shall have its authorized officer certify to\nLessor as to either (as applicable) the absence of, or existence and extent\nof, any Value Impairment. If any Value Impairment is so existing, Lessee shall\nconsult with Lessor for the purpose of determining any related Diminution\nAmount and Excess Use Amount, and if the parties fail to mutually determine\nthe existence or extent of such amount within ten (10) days after the Aircraft\nis returned, Lessor may appoint an independent appraiser to determine the\nsame, and Lessee shall pay all related fees and expenses of such appraiser as\nand when invoiced. Any such mutual determination or appraiser’s determination,\nas the case may be, shall be binding on both parties; and any such amount or\namounts as and to the extent so determined shall be paid by Lessee to Lessor\nin full within ten (10) days of Lessor’s written demand. Notwithstanding the\nforegoing, in the event that there is any Value Impairment resulting from\nExcess Hours and such Excess Hours are less than twenty percent (20%) of the\nproduct of (i) the Estimated Annual Hours, \\_times\\_ (ii) the number of twelve\n(12) month periods and any portion thereof, from the Acceptance Date to such\nexpiration, termination or cancellation date, the Excess Use Amount payable by\nLessee to Lessor shall be set forth on Schedule 2-A to the Lease Supplement.", "source": "agreement_2.md" }, { "id": "646", "text": "(c) \\_Mid-Life Condition\\_. Upon return (i) the Airframe shall have remaining\nnot less than (aa) fifty percent (50%) of the available operating hours\nallowed between major airframe inspections; and (bb) fifty percent (50%) of\nthe number of available operating months allowed between major airframe\ninspections until the next scheduled major airframe inspection and (ii) all\nlife limited parts and components shall have remaining not less than fifty\npercent (50%) of the available hours, cycles and/or months, as the case may\nbe, until the next scheduled replacement. In addition to the requirements set\nforth in clauses (i) and (ii) above, all inspections and scheduled maintenance\nrequired to be performed on the Airframe and Engines and all life limited\nparts and components within one hundred twenty (120) days of the date of\nreturn and/or one hundred (100) hours of additional operation shall have been\nperformed by Lessee.\n\n\n\n(d) \\_Airframe\\_. If the Airframe does not comply with Section 1(c)(i) above,\nLessee shall pay to Lessor an amount equal to the sum of the product of the\ncurrent estimated cost of the next scheduled major airframe inspection\n(including in such estimated cost, all required replacement of life limited\nparts) multiplied by the fraction wherein the numerator shall be the greater\nof (i) zero, and (ii) the difference between (x) the actual number of\nrespective operating hours or months of operation since previous major\nairframe inspection, and (y) 50% of the respective total operating hours or\nmonths of operation allowable between scheduled major airframe and pressure\nvessel inspections, and the denominator shall be the respective total\noperating hours or months of operation between scheduled major airframe\ninspections.\n\n\n\nRA-1\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "647", "text": "RA-1\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(e) \\_Maintenance Contracts\\_. Lessee hereby agrees that upon return to Lessor,\n(i) Lessee shall (A) cause both of the Engines to be enrolled in the Engine\nMaintenance Program, (B) have paid to the program provider, in full and\nimmediately available funds, all amounts payable with respect to such program\non or before the date of return, and (C) cause the Engines to be fully\nenrolled in the Engine Maintenance Program in favor of Lessor or its designee,\nby effectively transferring to Lessor or its designee, as applicable, all of\nLessee’s rights and interests thereunder; and (ii) if Lessee fails to fully\nand timely comply with the requirements of sub-clause (i) with respect to\neither or both of the Engines, Lessee shall (A) at its sole cost and expense,\ncause such Engine or Engines to be re-enrolled in the Engine Maintenance\nProgram; (B) comply with the requirements of sub-subclauses (i)(B) and (i)(C)\nwith respect to such re- enrolled Engine, or Engines, as the case may be; and\n(C) pay all amounts necessary to cause the same to be so re- enrolled in such\nprogram. Lessee shall also immediately upon request, assign to Lessor its\nrights under any manufacturer’s maintenance service contract or extended\nwarranty for the Aircraft, any Engine or Part.", "source": "agreement_2.md" }, { "id": "648", "text": "(f) \\_Parts and Components\\_. If any life limited part or component does not\ncomply with Section 1(c)(ii) above, Lessee shall pay to Lessor with respect to\neach part or component for which said requirement is not met the dollar amount\nobtained by multiplying (i) the ratio that the life expended in excess of\nfifty percent (50%) of the available hours, cycles and/or months, as the case\nmay be, until the next scheduled replacement bears to the total allowable life\n(measured in hours, cycles and/or months, as the case may be) for such part or\ncomponent by (ii) Lessor’s cost of replacement of such part or component.\nLessor’s cost of replacement of a part or component shall include Lessor’s\nthen current cost of purchasing the part or component itself and all of\nLessor’s then current costs associated with the replacement.\n\n\n\n(g) \\_Inspection Overhaul Charges\\_. All restoration costs and prorated\ninspection and/or overhaul charges, if any, shall be due upon presentation to\nLessee of an invoice setting forth in reasonable detail the calculation of\nsuch amounts due, including the names of all sources used for the required\ncost estimates. Unless both Lessor and Lessee agree to an alternative source,\nor as provided herein, the Manufacturers of the Airframe and Engines, as\napplicable shall be used as the sources for all cost estimates.\n\n\n\n(h) \\_Fuel\\_. Upon return, each fuel tank shall contain no less than fifty\npercent (50%) of its full capacity, or in the case of differences in such\nquantity, an appropriate adjustment will be made at the then current market\nprice of fuel.\n\n\n\n(i) \\_Records\\_. Lessee shall deliver all Records to Lessor, including:", "source": "agreement_2.md" }, { "id": "649", "text": "(i) \\_Records\\_. Lessee shall deliver all Records to Lessor, including:\n\n\n\n(i) Originals of all of the following: (A) all records of maintenance,\npreventative maintenance, alterations and major repairs, (B) all Airframe and\nEngine logbooks endorsed for current total time and cycles for the airframe,\ntotal time and cycles for each Engine and an entry for total time and cycles\nsince overhaul and hot section inspection for each Engine; and the Airframe\nlogbook must include all appropriate endorsements (i.e., maintenance releases)\nverifying that the avionics have been periodically tested and inspected in\naccordance with all applicable provisions of the FARs and the applicable\nmaintenance program, (C) a current written summary certified by a FAA-\nlicensed mechanic listing the status of all applicable airworthiness directive\nand service bulletins for the Airframe, Engines, Parts and appliances, and (D)\na written summary certified by a FAA-licensed mechanic of the current status\nof life limited and/or overhauled components for the Airframe, Engines (in\naccordance with the Manufacturer’s recommended intervals), Engine accessories,\nParts and appliances as defined in the most current revision(s) of all\nManufacturers’ maintenance publications applicable to the Aircraft.\nNotwithstanding the foregoing, in the event that the Lessee has enrolled the\nAircraft in a computerized maintenance program (as described in the last\nparagraph of this subsection (j)), Lessee shall be deemed to have complied\nwith (C) and (D) above so long as Lessee causes Lessor to have full authorized\naccess to such computerized maintenance program pursuant to Section 10.4 of\nthe Lease, and the information which would have been provided pursuant to\nclauses (C) and (D) is provided in all material respects by such access.\n\n\n\nRA-2\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "650", "text": "RA-2\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n(ii) The following documentation and data for each component having an\noverhaul or inspection requirement of life limit, which components are\nidentified in pertinent sections of the maintenance program (i) applicable to\nthe Aircraft as follows: (A) an airworthiness release certificate or\nmaintenance release tag, (B) the Supplier work order or copy thereof verifying\nthe details of each component overhaul, and (C) an appropriate record\ncertifying the date and expended time status of the component when installed\n(i.e., copy of log or inspection squawk card), all of which must be properly\norganized and provided on board the Aircraft at the time it is returned to\nLessor.\n\n\n\n(iii) To the extent not covered above, Lessee will also deliver to Lessor all\nwork cards, computerized maintenance history, component serviceability tags,\nSTCs, 337s, maintenance manuals, and structural repair manuals.\n\n\n\nAll manuals or other documents delivered to Lessor that are subject to\nperiodic revision will be fully up-to- date and current to the latest revision\nstandard of any particular manual or document. If the Aircraft is on a\ncomputerized maintenance program, such program will be up-to-date in\naccordance with the Manufacturer’s recommended maintenance schedule and fully\nassignable to Lessor at redelivery. Lessee will provide all of the Records to\nLessor upon return of the Aircraft to Lessor, regardless of whether Lessee has\nconducted its periodic inspections of the Aircraft pursuant to pertinent\nsections of the Maintenance Program or in accordance with an inspection\nprogram approved by the FAA. All Records shall be in English. In the event any\nRecords are missing or incomplete or otherwise do not comply with the\nprovisions hereof, Lessor shall have the right to cause any such Records to be\nreconstructed at Lessee’s expense.", "source": "agreement_2.md" }, { "id": "651", "text": "2. \\*\\*Return Location; Storage\\*\\*. Upon the expiration, cancellation or other termination of the Lease, Lessee will as and when requested by Lessor either (i) return the Aircraft to Lessor at a specified location within the continental U.S., or (ii) permit Lessor to store the Aircraft at the a location reasonably acceptable to Lessor for up to thirty (30) days. During such storage period Lessee will, at its own expense, keep the Aircraft properly hangared and will permit Lessor or any Person designated by Lessor, including the authorized representatives of any prospective purchaser, lessee or user of the Aircraft to inspect the same. Lessee shall bear the risk of loss and shall pay any and all expenses connected with insuring and maintaining the Aircraft during such storage period. Notwithstanding the foregoing, upon the cancellation or termination of the Lease in connection with an Event of Default, the storage period provided for in this paragraph and the obligation to hangar and insure the Aircraft shall be unlimited.", "source": "agreement_2.md" }, { "id": "652", "text": "3. \\*\\*Inspections\\*\\*. Not more than forty-five (45) days prior to the expiration of the Lease, upon the written request of Lessor, Lessee shall certify to Lessor that the Aircraft is in the condition required by this Return Addendum, or indicate what maintenance or repair is needed to bring the Aircraft to the specified condition. Without limiting the provisions of Section 10.4 of the Lease, Lessor shall have the right, but not the duty, to inspect the Aircraft, any component thereof and/or the Records, at any reasonable time and from time to time, wherever located, upon reasonable prior written notice to Lessee except that no advance notice shall be necessary prior to any inspection conducted, and such inspection may be conducted at any time, after the occurrence of a Default or an Event of Default. Upon request of Lessor, Lessee shall promptly confirm to Lessor the location of the Aircraft and/or the Records. Lessee shall be responsible for the cost of such inspection and shall pay Lessor such amount as additional Rent within ten (10) days of demand. If the results of such inspection indicate that the Aircraft, any Engine or any Part, has not been maintained or returned in accordance with the provisions of the Lease, in addition to all other Rent due under the Lease, Lessee shall pay to Lessor within ten (10) days of demand, as liquidated damages, the estimated cost of servicing or repairing any such non-complying item so as to cause it to be in compliance therewith. Such amount shall be determined by Lessor by obtaining two quotes for such service or repair work and taking their average. Lessee shall bear the cost, if any, incurred by Lessor in obtaining such quotes.", "source": "agreement_2.md" }, { "id": "653", "text": "4. \\*\\*Holdover Rent\\*\\*. If Lessee fails to return the Aircraft (including the Records) at the time, place and in the condition specified in this Return Addendum, (A) all of Lessee’s obligations under the Lease shall continue until it is so returned to Lessor, and (B) as liquidated damages, and not as a penalty, and, in addition to all other Rent due under the Lease, Lessee shall pay to Lessor an amount equal to the greater of the fair market rent value (which for the purposes of this Section shall be as determined by Lessor) or the Daily Rent for each day after the end of the Term to, but excluding the day the Aircraft is actually returned in accordance with this Return Addendum; provided, however, that the obligation to pay, or the payment of, any such holdover or additional rent shall neither extend the time to return, nor constitute a waiver of any Default or Event of Default arising by reason of such failure to return. Such amount shall be payable upon the earlier of Lessor’s demand or the return of the Aircraft in accordance with the Lease.\n\n\n\nRA-3\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n5. \\*\\*Miscellaneous\\*\\*. Lessee agrees to execute, if requested by Lessor, a lease termination statement. All of the amounts payable under this Return Addendum shall constitute Supplemental Rent. The provisions of this Return Addendum shall survive the expiration, cancellation or other termination of the Lease and the return of the Aircraft to Lessor for any reason whatsoever. Without limiting any other terms or conditions of the Lease, the provisions of this Return Addendum are of the essence of the Lease, and upon application to any court of equity having jurisdiction, Lessor shall be entitled to a decree against Lessee requiring specific performance of the covenants of Lessee set forth herein.\n\n\n\nRA-4", "source": "agreement_2.md" }, { "id": "654", "text": "RA-4\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*SCHEDULE RA-1\\*\\*\n\n\n\n\\*\\*Airframe Maintenance Requirements\\*\\*\n\n\n\nAirframe must be current with Flight Ready, at the “P3” level, with all\namounts fully paid that are due and payable on or before the date of return\n(the “ \\*\\*Return Date\\*\\* ”) (or accrued and prorated to the Return Date, if any\namount due and payable after the Return Date is attributable to a period prior\nto the Return Date). Such plan shall be transferable to Lessor or its designee\nat closing on the Return Date without additional cost to Lessor.\n\n\n\nInterior and Exterior wear must be at least to standard set forth in Expected\nInterior Wear/Tear and Expected Exterior Paint sections as outlined below.\n\n\n\n\\*\\*Expected Interior Wear/Tear\\*\\*\n\n\n\nThe Interior carpet, seat covers, head Liner, plastics, etc. will wear based\non aircraft utilization, and reasonable wear is expected. The scale below\ndefines the corresponding expected percentage at the end of each year of use:\n\n\n\n\\*\\*Year\\*\\* | \\*\\*Expected Interior Rating at lease return\\*\\* \n---|--- \nNew | 100% \nEnd of Year 1 | >70% or Greater \nEnd of Year 2 | >60% or Greater \nEnd of Year 3 | >50% or Greater \nEnd of Year 4 | >40% or Greater \nEnd of Year 5 | >30% or Greater \n \n\n\nRA-5\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "655", "text": "![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*100%\\*\\* Perfect. As\ngood as new (in and out) w/o refurbishment. Perfect logs / history. Maintained\nexclusively by one world-class shop or factory since new. For cabin-class\nairplanes, flown by the same professional crew since new. Always hangared. One\nU.S. owner since new who spared no expense. Almost no airplane will meet this\nstandard. \n---|--- \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*90%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*80%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*70%\\*\\* Nearly\nPerfect. One or two owners since new who spared no expense. Maintained by one\nor two world-class shops or factory since new. Flawless logs. Cabin-class\nairplanes will be flown exclusively by one or two professional crews. Always\nhangared. Inspection ports and other interior areas are extremely clean and\nlike new. Very few airplanes meet this standard. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*60%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*50%\\*\\* \n |", "source": "agreement_2.md" }, { "id": "656", "text": "| \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*40%\\*\\* Excellent.\nAircraft has had one to several owners who have spared no expense. All\nmaintenance has been done by well-known shops or service centers. Excellent\nlogs and history. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*30%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*20%\\*\\* Superior.\nAircraft reflects a history, which is superior to others of its type and age. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*10%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img01.jpg)| \\*\\*0%\\*\\* \n \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| - \\*\\*10%\\*\\* \n---|--- \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-20%\\*\\* Below\nAverage. Compared to others of its type and age, the aircraft does not meet an\naverage standard. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-30%\\*\\* \n |", "source": "agreement_2.md" }, { "id": "657", "text": "| \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-40%\\*\\* Fair.\nAircraft has had numerous owners. Some obviously elected to defer maintenance.\nLogbooks are complete, but not as neat and easy to read as they should be.\nThere are few, if any entries from well-known shops. Internal inspection\n(inside wings and fuselage) reveals that aircraft is not very clean. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-50%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-60%\\*\\* Poor.\nAircraft has had a multitude of owners. One or more were outside the U.S. It\nis difficult to determine if all required items have been done. There are many\nentries from unknown shops, some are not in English. Aircraft has obviously\nnot been professionally flown or maintained. Some corrosion can easily be\nfound, and some areas will have to be repaired. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-70%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-80%\\*\\* Rough.\nAircraft appears rough even as it sits on the ramp. Logs are a mess. History\nis questionable because of an occasional missing page from an engine and/or\nairframe logbook. Aircraft is airworthy, but most owners would elect to have\nsome dented or scratched skins or panels replaced.", "source": "agreement_2.md" }, { "id": "658", "text": "airframe logbook. Aircraft is airworthy, but most owners would elect to have\nsome dented or scratched skins or panels replaced. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-90%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-100%\\*\\* Extremely\nRough. It is obvious, even to an untrained person, that the airplane will need\nextensive work. Missing logbook pages are common. Many entries are suspicious\nbecause they are incomplete or unreadable. Corrosion is widespread. Numerous\ndented or cracked areas will have to be replaced.", "source": "agreement_2.md" }, { "id": "659", "text": "RA-6\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*Expected Exterior Paint\\*\\*\n\n\n\nThe exterior and airframe will wear based on aircraft utilization, reasonable\nwear is expected. The scale below defines the corresponding expected\npercentage at the end of each year of service:\n\n\n\n\\*\\*Year\\*\\* | \\*\\*Expected exterior paint Rating at lease return\\*\\* \n---|--- \nNew | 100% \nEnd of Year 1 | >70% or Greater \nEnd of Year 2 | >60% or Greater \nEnd of Year 3 | >50% or Greater \nEnd of Year 4 | >40% or Greater \nEnd of Year 5 | >30% or Greater \n \n\n\nRA-7\n\n\n\n(Aircraft Lease MSN 42000181)", "source": "agreement_2.md" }, { "id": "660", "text": "![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*100%\\*\\* Perfect. As\ngood as new (in and out) w/o refurbishment. Perfect logs / history. Maintained\nexclusively by one world-class shop or factory since new. For cabin-class\nairplanes, flown by the same professional crew since new. Always hangared. One\nU.S. owner since new who spared no expense. Almost no airplane will meet this\nstandard. \n---|--- \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*90%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*80%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*70%\\*\\* Nearly\nPerfect. One or two owners since new who spared no expense. Maintained by one\nor two world-class shops or factory since new. Flawless logs. Cabin-class\nairplanes will be flown exclusively by one or two professional crews. Always\nhangared. Inspection ports and other interior areas are extremely clean and\nlike new. Very few airplanes meet this standard. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*60%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*50%\\*\\* \n |", "source": "agreement_2.md" }, { "id": "661", "text": "| \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*40%\\*\\* Excellent.\nAircraft has had one to several owners who have spared no expense. All\nmaintenance has been done by well-known shops or service centers. Excellent\nlogs and history. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*30%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*20%\\*\\* Superior.\nAircraft reflects a history, which is superior to others of its type and age. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*10%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img01.jpg)| \\*\\*0%\\*\\* \n \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| - \\*\\*10%\\*\\* \n---|--- \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-20%\\*\\* Below\nAverage. Compared to others of its type and age, the aircraft does not meet an\naverage standard. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-30%\\*\\* \n |", "source": "agreement_2.md" }, { "id": "662", "text": "| \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-40%\\*\\* Fair.\nAircraft has had numerous owners. Some obviously elected to defer maintenance.\nLogbooks are complete, but not as neat and easy to read as they should be.\nThere are few, if any entries from well-known shops. Internal inspection\n(inside wings and fuselage) reveals that aircraft is not very clean. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-50%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-60%\\*\\* Poor.\nAircraft has had a multitude of owners. One or more were outside the U.S. It\nis difficult to determine if all required items have been done. There are many\nentries from unknown shops, some are not in English. Aircraft has obviously\nnot been professionally flown or maintained. Some corrosion can easily be\nfound, and some areas will have to be repaired. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-70%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-80%\\*\\* Rough.\nAircraft appears rough even as it sits on the ramp. Logs are a mess. History\nis questionable because of an occasional missing page from an engine and/or\nairframe logbook. Aircraft is airworthy, but most owners would elect to have\nsome dented or scratched skins or panels replaced.", "source": "agreement_2.md" }, { "id": "663", "text": "airframe logbook. Aircraft is airworthy, but most owners would elect to have\nsome dented or scratched skins or panels replaced. \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-90%\\*\\* \n | \n![](./agreement2\\_files/tm2214014d1\\_ex6-11sp5img02.jpg)| \\*\\*-100%\\*\\* Extremely\nRough. It is obvious, even to an untrained person, that the airplane will need\nextensive work. Missing logbook pages are common. Many entries are suspicious\nbecause they are incomplete or unreadable. Corrosion is widespread. Numerous\ndented or cracked areas will have to be replaced.", "source": "agreement_2.md" }, { "id": "664", "text": "RA-8\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\nAny interior or paint damage or wear/tear exceeding the expectations set forth\nabove shall be considered non- compliance with the Return Conditions.\n\n\n\n\\*\\*Engine Maintenance Requirements\\*\\*\n\n\n\nThe Aircraft Engines must be currently and continuously since delivery to\nLessor under the Purchase Agreement enrolled and maintained in in accordance\nwith a GHAE Engine Maintenance Care (EMC) service plan, at the “EMC2” level,\nwith all amounts fully paid that are due and payable on or before the Return\nDate (or accrued and prorated to the Return Date, if any amount due and\npayable after to the Return Date is attributable to a period prior to the\nPurchase Date, in which case the Guaranty Residual Value shall be reduced by\nsuch accrued and prorated amount). Such plan shall be transferable to Honda or\nits designee without additional cost to Honda. Engines will require borescopic\ninspection per the technical manual, GHAE - HF120 LMM 72-00-00 Task\n72-00-00-200-802. Any findings from this inspection will be rectified to the\nengine manufacturer standards at Lessor’s expense, to be paid by Lessor in\nadvance or, at Honda’s discretion, the cost of such reconstruction may be\ndeducted from the Guaranty Residual Value payable to Lessor on the Return\nDate.\n\n\n\nThe aircraft must be returned with at least 50% of life (cycles, hours or\nmonths, whichever is the more life limiting factor, as applicable) remaining\non the following:\n\n\n\n| 1.| Hot Section Inspection (HSI) \n---|---|--- \n \n\n\n| 2.| Overhaul \n---|---|---", "source": "agreement_2.md" }, { "id": "665", "text": "| 2.| Overhaul \n---|---|--- \n \n\n\n| 3.| Life Limited Parts (LLP) \n---|---|--- \n \n\n\n\\*\\*Life Limited Parts (LLP)\\*\\*\n\n\n\n | | Minimum Mature| \n---|---|---|--- \n | | Life Limit| \nEngine Component| | (Cycles)| \nFan Rotor| | | 15,000| \nLPC Stage 1 Booster Rotor| | | 15,000| \nLPC Stage 2 Booster Rotor| | | 15,000| \nLPT Stage 1 Disk| | | 15,000| \nLPT Stage 2 Disk| | | 15,000| \nLPT Rotor Support Disk| | | 15,000| \nHP Compressor Rotor| | | 15,000| \nHP Turbine Disk| | | 10,000| \nHPT Blade Retainer Disk| | | 15,000| \nThrust Piston| | | 15,000| \n \n\n\nIn addition to the requirements set forth above, all inspections and scheduled\nmaintenance that would be required to be performed on the Airframe and Engines\nand all life limited parts and components within one hundred twenty (120) days\nafter the Return Date or one hundred (100) hours of additional operation after\nthe Return Date shall have been performed by Lessee.\n\n\n\nRA-9\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\\*\\*LEASE SUPPLEMENT\\*\\*\n\n\n\n(Acceptance Certificate)", "source": "agreement_2.md" }, { "id": "666", "text": "(Aircraft Lease MSN 42000181)\n\n\\*\\*LEASE SUPPLEMENT\\*\\*\n\n\n\n(Acceptance Certificate)\n\n\n\n\\*\\*THIS LEASE SUPPLEMENT\\*\\* (this “ \\*\\*Lease Supplement\\*\\* ”), is being entered\ninto as of November 23, 2021, by \\*\\*GALILEE 1 SPV LLC\\*\\* , a Delaware limited\nliability company, as lessee (“ \\*\\*Lessee\\*\\* ”), pursuant to that certain\nAircraft Lease (MSN 42000181) dated as of November 23, 2021, (the “ \\*\\*Lease\\*\\*\n”) by and between \\*\\*WESTERN FINANCE COMPANY\\*\\* , an Arizona corporation, as\nlessor (“ \\*\\*Lessor\\*\\* ”), and Lessee, as lessee.\n\n\n\n1. \\*\\*Lease Supplement\\*\\*. Lessee hereby acknowledges and agrees that, for all purposes of the Lease and the other Lease Documents, this Lease Supplement shall constitute a part of the Lease and be deemed to cause the Aircraft to be leased under and subject to the terms and conditions of the Lease and the other Lease Documents at all times during the Term. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Lease.\n\n\n\n| 2.| \\*\\*Lessee’s Acceptance\\*\\*. Lessee hereby acknowledges, agrees, and\ncertifies to Lessor that: \n---|---|--- \n \n\n\n(a) The Aircraft described in \\_Schedule No. 1\\_ hereto is as of the\ndate hereof (“ \\*\\*Acceptance Date\\*\\* ”), unconditionally, irrevocably and fully\naccepted by Lessee for lease under the Lease and the other Lease Documents.", "source": "agreement_2.md" }, { "id": "667", "text": "(b) The representations and warranties of Lessee set forth in the\nLease and in any of the other Lease Documents (including all certificates and\nopinions delivered in connection with the Lease) were true and correct in all\nmaterial respects when made, and if by their express terms are intended to be\nmade as of the date hereof, remain true and correct in all material respects\nas of the date hereof, with the same force and effect as if the same had been\nmade on this date; and without limiting the foregoing,\n\n\n\n(i) (A) Lessee has caused Lessor to have good and marketable title\nto the Aircraft, and Lessee has good and marketable title to all Collateral,\nin each case, free and clear of Liens, except Permitted Liens; and (B) the\nLessor’s Interest therein is and shall remain validly created and perfected,\nand has and shall continue to have first priority over any other Liens (other\nthan Lessor’s Liens) pursuant to all Applicable Laws; and\n\n\n\n(ii) the facts, terms, information, description, and costs set\nforth in the attached \\_Schedules No. 1, No. 2, No. 2-A, and No. 3\\_ are true,\ncomplete, accurate, and correct.", "source": "agreement_2.md" }, { "id": "668", "text": "3. \\*\\*Lessee’s Reaffirmation\\*\\*. Lessee hereby further unconditionally and irrevocably reaffirms all of its acknowledgments, grants, waivers, assurances and other agreements in the Lease and the other Lease Documents; and without limiting any of the same, (a) it hereby acknowledges and agrees that it is leasing the Aircraft from Lessor \\*\\*“AS-IS” and “WHERE-IS”\\*\\* and \\*\\*“WITH ALL FAULTS”\\*\\* , and that the Lease is and shall be deemed to be a \\*\\*“finance lease”\\*\\* under UCC Article 2A; and (b) it hereby reaffirms its grants, pledges and assignments to Lessor pursuant to the Lease Documents (including Section 11.3 of the Lease) in, against and with respect to all of the collateral described therein.\n\n\n\n\\*\\*[Signature on Next Page]\\*\\*\n\n\n\nSUPP-1\n\n\n\n\n\n\\*\\*IN WITNESS WHEREOF\\*\\* , Lessee has caused this Lease Supplement to be duly\nexecuted by its officer thereunto duly authorized.\n\n\n\n | \\*\\*GALILEE 1 SPV LLC\\*\\* \n---|--- \n | \n | By: | /s/ George Murnane \n | Name: George Murnane \n | Title: President \n \n\n\n\\*\\*This is Counterpart No. 1 of a total of 2 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n[EXECUTION PAGE OF LEASE SUPPLEMENT]", "source": "agreement_2.md" }, { "id": "669", "text": "[EXECUTION PAGE OF LEASE SUPPLEMENT]\n\n\n\n\n\n\n\n\n\n\\*\\*IN WITNESS WHEREOF\\*\\* , Lessee has caused this Lease Supplement to be duly\nexecuted by its officer thereunto duly authorized.\n\n\n\n | \\*\\*GALILEE 1 SPV LLC\\*\\* \n---|--- \n | \n | By: | /s/ George Murnane \n | Name: George Murnane \n | Title: President \n \n\n\n\\*\\*This is Counterpart No. 2 of a total of 2 counterparts. Only Counterpart\nNo. 1 shall be considered chattel paper for purposes of the Uniform Commercial\nCode and a security interest may be perfected only by possession of\nCounterpart No. 1.\\*\\*\n\n\n\n[EXECUTION PAGE OF LEASE SUPPLEMENT]\n\n\n\n\n\n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*SCHEDULE NO. 1 TO LEASE SUPPLEMENT AIRCRAFT DESCRIPTION\\*\\*\n\n\n\nThis \\_Schedule No. 1\\_ is attached to and a part of the Lease Supplement,\ndated November 23, 2021, by and between \\*\\*WESTERN FINANCE COMPANY\\*\\* , an\nArizona corporation, as lessor (“ \\*\\*Lessor\\*\\* ”), and \\*\\*GALILEE 1 SPV LLC\\*\\* , a\nDelaware limited liability company, as lessee (“ \\*\\*Lessee\\*\\* ”), for the\npurposes contemplated therein.\n\n\n\n1. \\*\\*AIRCRAFT DESCRIPTION:\\*\\* The Aircraft is one (1) HondaJet Model HA-420 airframe that consists of the following components:", "source": "agreement_2.md" }, { "id": "670", "text": "(a) Airframe bearing FAA Registration Mark N211PJ \\*\\*(\\*\\* to be\nchanged to N480TK) and manufacturer’s serial number 42000181 (International\nRegistry manufacturer HONDA AIRCRAFT COMPANY model HA-420); and type certified\nby the FAA to transport at least eight (8) persons (including crew) or goods\nin excess of 2750 kilograms.\n\n\n\n(b) two (2) GE Honda Aero model HF120-H1A engines bearing\nmanufacturer’s serial numbers 883475 and 883474 (International Registry\nmanufacturer GE HONDA AERO ENGINES and model HF120); each having at least 550\nhorsepower or 1750 lbs. of thrust or its equivalent.\n\n\n\n | Manufacturer of Airframe: | Honda Aircraft Company LLC \n---|---|--- \n | | \n | Manufacturer of Engines: | GE Honda Aero Engines \n | | \n | Supplier: | Honda Aircraft Company LLC \n \n\n\n(c) Standard avionics and equipment, all other accessories,\nadditions, modifications and attachments to, and all replacements and\nsubstitutions for, any of the foregoing, all as more particularly described\nbelow (and if purchased pursuant to the Purchase Documents, are on board the\nAircraft and are in proper working condition):\n\n\n\nSee attached Schedule 1-A", "source": "agreement_2.md" }, { "id": "671", "text": "See attached Schedule 1-A\n\n\n\n\\*\\*together with all additions, accessions, modifications, improvements,\nreplacements, substitutions, and accessories thereto and therefor, all\navionics, onboard equipment, loose equipment, manuals, documentation and\ntechnical publications, now owned or hereafter acquired, and all records and\nlogbooks (in written form or as computer data, discs or tapes, whether now\nexisting or hereafter acquired or created, and whether in the possession of\nLessee or held on behalf of Lessee by others).\\*\\* None of the same were\nfurnished by Lessee, unless expressly disclosed to Lessor.\n\n\n\n | LEASE SUPP SCHED. 1-1| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\nSCHEDULE 1-A\n\n\n\nFlight Deck Compartment\n\n\n\n| •| LH/RH Crew Seats \n---|---|--- \n| •| LH/RH Control Columns with a Yoke and a Hand-Held Microphone \n| •| LH/RH Rudder/ Brake Pedals \n \n\n\nInstruments, Controls and Equipment\n\n\n\n| •| Instrument Panel \n---|---|--- \n \n\n\n| o| Electronic Flight Instrument System (EFIS) \n---|---|--- \n| o| LH/RH Primary Flight Displays (PFDs) \n| o| Multi-Function Display (MFD) \n| o| Pressurization Controls \n| o| Oxygen System Controls \n| o| LH/RH Air Gaspers \n \n\n\n| •| LH Knee Bolster Panel \n---|---|--- \n \n\n\n| o| Landing Gear Control Module \n---|---|--- \n| o| Electrical Power Control Panel \n| o| ELT Control Panel", "source": "agreement_2.md" }, { "id": "672", "text": "| •| Glareshield Panel \n---|---|--- \n \n\n\n| o| Automated Flight Control System (AFCS) Control Unit \n---|---|--- \n| o| AFCS Servo Power Panel \n| o| Electronic Standby Instrument System \n| o| LH/RH Master Alert Controls \n| o| LH/RH Barometric Setting Knobs \n| o| LH/RH Display Reversion Switches \n| o| LH/RH Engine Fire Control Switches \n| o| LH/RH Push-to-Talk Switches \n| o| Aircraft Radio Call Placard \n \n\n\n| •| Center Pedestal \n---|---|--- \n \n\n\n| o| LH/RH Touch screen Controllers \n---|---|--- \n| o| LH/RH Engine Thrust Levers with TO/GA (Takeoff / Go Around) Buttons \n| o| LH/RH Engine Start Controls \n| o| Fuel Controls \n| o| Alternate Gear Release Handle \n| o| Parking / Emergency Brake Handle \n| o| Flap Control Lever \n| o| Standby Pitch Trim Controls \n| o| Yaw Trim Controls \n| o| Roll and Yaw Trim Power Switch \n| o| Environmental Controls \n| o| Ice Protection Controls \n \n\n\n| •| LH/RH Yokes \n---|---|---", "source": "agreement_2.md" }, { "id": "673", "text": "| •| LH/RH Yokes \n---|---|--- \n \n\n\n| o| LH/RH AFCS Disconnect Switches \n---|---|--- \n| o| LH/RH Pitch / Roll Trim Controls \n| o| LH/RH Push-to-Talk Switches \n| o| LH/RH Checklist Controls \n| o| LH/RH Transponder IDENT Switches \n| o| LH/RH CWS (Control Wheel Steering) Switches \n| o| LH/RH AP DISC (Autopilot Disconnection) / ACK (Acknowledge) Switches \n| o| LH/RH System Control Switches \n \n\n\n | LEASE SUPP SCHED. 1A-1| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n| •| Overhead Panel \n---|---|--- \n \n\n\n| o| LH/RH Air Gaspers \n---|---|--- \n| o| LH/RH Assist Handles \n| o| LH/RH Map Lights \n| o| Overhead Light \n| o| LH/RH Speakers \n \n\n\n| •| LH/RH Cockpit Side Ledges \n---|---|--- \n \n\n\n| o| LH/RH Oxygen Masks \n---|---|--- \n| o| LH/RH Circuit Breaker Panels \n| o| LH/RH Footwell Lights \n| o| LH/RH Clipboards \n| o| LH/RH Chart Storage \n| o| LH/RH Headset Storage \n \n\n\n| •| LH Cockpit Divider/ RH Cabinet \n---|---|--- \n \n\n\n| o| LH/RH Headset Jacks \n---|---|--- \n| o| LH/RH USB Power Outlets \n| o| Fire Extinguisher \n| o| Rechargeable Flashlight", "source": "agreement_2.md" }, { "id": "674", "text": "Other Avionics and Electronics\n\n\n\n| •| Electronic Flight Instrument System (EFIS) \n---|---|--- \n| •| Engine Indicating System (EIS) and Aircraft Systems Indication \n| •| Air Data System and Attitude Information \n| •| Radio Communication System \n| •| Audio System \n| •| Navigation System \n| •| Global Positioning System (GPS) \n| •| Flight Management System (FMS) \n| •| Takeoff/Landing Distance (TOLD) Management \n| •| Performance (PERF) Management \n| •| Transponder \n| •| Traffic Collision Avoidance System (TCAS I) \n| •| Terrain Awareness and Warning System (TAWS-B) \n| •| Weather Radar System \n| •| Electronic Standby Instrument \n| •| Emergency Locator Transmitter (ELT) \n| •| Garmin FliteCharts® and SafeTaxi® \n| •| Maintenance Diagnostics \n \n\n\nMiscellaneous Equipment", "source": "agreement_2.md" }, { "id": "675", "text": "Miscellaneous Equipment\n\n\n\n| •| Forward Baggage Compartment Tie Down/Netting \n---|---|--- \n| •| Aft Cargo Compartment Tie Down/Netting \n| •| Qty 2 Bose A20 Aviation Headsets \n| •| Qty 1 Rechargeable Crew Flashlight w/base \n| •| Qty 1 Handheld Fire Extinguisher (Cockpit) \n| •| Qty 1 Gust Lock Kit \n| •| Qty 1 Emergency Exit Door (EED) Internal Lock (HJ1G5220-221-001) \n| •| Qty 1 External Gust Lock (AC2) (if supplied at time of delivery) \n| •| Qty 7 Life Jackets \n| •| Qty 1 Cleaning Kit \n| •| Qty 1 Fuel Sump Jar \n| •| Qty 1 Lavatory Drain/Service Adapter Kit \n| •| Qty 1 Jack Pad Set ( 1 Nose Adapter/w Bolts & 2 Main Adapters) \n| •| Qty 1 Engine Inlet / Exhaust Cover Set (L & R Engines) (WP41511) \n \n\n\n | LEASE SUPP SCHED. 1A-2| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n| •| Qty 6 Static Wick Protectors (SSWC-250-55) \n---|---|--- \n| •| Qty 2 Spare Static Wicks (DG16920-3) \n| •| Qty 2 Ice Detect Probe Covers \n| •| Qty 2 Smart Probe Covers (KPC3-780-45) \n| •| Qty 1 Standby Smart Probe Cover (KPC4-625-45) \n \n\n\n | LEASE SUPP SCHED. 1A-3| \n---|---|---", "source": "agreement_2.md" }, { "id": "676", "text": "| LEASE SUPP SCHED. 1A-3| \n---|---|--- \n \n\n\n\n\n(Aircraft Lease MSN 42000181)\n\n\n\n\\*\\*SCHEDULE NO. 2 TO LEASE SUPPLEMENT\\*\\*\n\n\\*\\* \\*\\*\n\n\\*\\*FINANCIAL TERMS\\*\\*\n\n\n\nRent Commencement Date: | November 23, 2021 \n---|--- \n | \nBasic Term: | 60 months commencing with the Rent Commencement Date through and\nincluding the Expiration Date. \n | \nBasic Rent Dates: | The twenty-third (23rd) day of each and every calendar\nmonth from and including the First Basic Rent Date through and including the\nLast Basic Rent Date. \n | \nFirst Basic Rent Date: | December 23, 2021 \n | \nLast Basic Rent Date: | November 23, 2026 \n | \nExpiration Date: | November 23, 2026 \n | \nLessee’s State and Form of Organization: | Delaware \n | \nLessee’s Chief Executive Offices and Principal Place of Business: | 10845\nGriffith Peak Drive, Suite 200 Las Vegas, Nevada 89135 \n | \nFederal Taxpayer ID Number: | 87-1109618 \n | \nThird Party Agreement(s): | Executive Aircraft Management and Charter\nServices Agreement between Lessee and Great Western Air, LLC \n \n\n\n | LEASE SUPP SCHED. 2-1| \n---|---|---", "source": "agreement_2.md" }, { "id": "677", "text": "EX-8.1\n2\naercap201820-fexhibit81lis.htm\nEXHIBIT 8.1\n\n\n\nExhibit\n                                                                                                                                                                                              Exhibit 8.1 \nList of Subsidiaries of AerCap Holdings N.V.The subsidiaries which are taken up in the consolidated financial statements are direct and indirect subsidiaries 100% owned, unless otherwise stated.", "source": "agreement_20.md" }, { "id": "678", "text": "| |\n| --- |\n| |\n| | | |\n| Consolidated |   |   |\n| ILFC Aruba A.V.V. |   | Aruba |\n| ILFC Australia Holdings Pty. Ltd. |   | Australia |\n| ILFC Australia Pty. Ltd. |   | Australia |\n| Wombat 3495 Leasing Pty Ltd |   | Australia |\n| Wombat 3547 Leasing Pty Ltd |   | Australia |\n| Wombat 3668 Leasing Pty Ltd |   | Australia |\n| Wombat V Leasing Pty Ltd |   | Australia |\n| AerCap Holdings (Bermuda) Limited |   | Bermuda |\n| AerCap International Bermuda Limited |   | Bermuda |\n| AerCap Leasing 3034 (Bermuda) Limited |   | Bermuda |\n| AerCap Leasing MSN 2413 (Bermuda) Limited |   | Bermuda |\n| AerFunding 1 Limited |   | Bermuda |\n| AerFunding Bermuda Leasing Limited |   | Bermuda |\n| Aircraft Lease Securitisation II Limited |   | Bermuda |\n| Aquarius Aircraft Leasing Limited |   | Bermuda |\n| Ararat Aircraft Leasing Limited |   | Bermuda |\n| Belmar Bermuda Leasing Limited |   | Bermuda |\n| CloudFunding III Limited |   | Bermuda |\n| Copperstream Aircraft Leasing Limited |   | Bermuda |\n| Flotlease 973 (Bermuda) Limited |   | Bermuda |\n| Flying Fortress Bermuda Leasing Ltd. |   | Bermuda |\n| Genesis Portfolio Funding I Limited |   | Bermuda |\n| GLS Atlantic Alpha Limited |   | Bermuda |\n| Goldstream Aircraft Leasing Limited |   | Bermuda |\n| ILFC (Bermuda) 5, Ltd. |   | Bermuda |", "source": "agreement_20.md" }, { "id": "679", "text": "| ILFC (Bermuda) 5, Ltd. |   | Bermuda |\n| ILFC (Bermuda) III, Ltd. |   | Bermuda |\n| International Lease Finance Corporation, Limited |   | Bermuda |\n| Lare Leasing Limited |   | Bermuda |\n| LC (BERMUDA) NO 2 L.P. |   | Bermuda |\n| LC (BERMUDA) NO. 2 LTD |   | Bermuda |\n| Poseidon Leasing (Bermuda) Limited |   | Bermuda |\n| Roselawn Leasing Limited |   | Bermuda |\n| Ross Leasing Limited |   | Bermuda |\n| Sierra Leasing Limited |   | Bermuda |\n| Silverstream Aircraft Leasing Limited |   | Bermuda |\n| Skylease Bermuda Limited |   | Bermuda |\n| Wahaflot Leasing 3699 (Bermuda) Limited |   | Bermuda |\n| Westpark 1 Aircraft Leasing Limited |   | Bermuda |\n| Whitestream Aircraft Leasing Limited |   | Bermuda |\n| Whitney Leasing Limited |   | Bermuda |", "source": "agreement_20.md" }, { "id": "680", "text": "1\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "681", "text": "| |\n| --- |\n| |\n| | | |\n| AerCap Aircraft Purchase Limited |   | Cayman Islands |\n| AerCap HK-320-A Limited |   | Cayman Islands |\n| AerCap HK-320-B Limited |   | Cayman Islands |\n| AerCap HK-320-C Limited |   | Cayman Islands |\n| ILFC Cayman Limited |   | Cayman Islands |\n| Eaststar Limited |   | China |\n| North Star Company Limited |   | China |\n| Southstar Limited |   | China |\n| Sunstar Limited |   | China |\n| Calais Location S.A.R.L. |   | France |\n| Grenoble Location S.A.R.L. |   | France |\n| ILFC France S.A.R.L. |   | France |\n| Mulhouse Location S.A.R.L. |   | France |\n| Nancy Location S.A.R.L. |   | France |\n| Strasbourg Location S.A.R.L. |   | France |\n| Whitney France Leasing S.A.R.L. |   | France |\n| Aerborne Funding II Limited |   | Ireland |\n| AerBorne Funding Limited |   | Ireland |\n| AerCap A330 Holdings Limited |   | Ireland |\n| AerCap Administrative Services Limited |   | Ireland |\n| AerCap Aircraft 73B-30661 Limited |   | Ireland |\n| AerCap Aircraft 73B-32841 Limited |   | Ireland |\n| AerCap Aircraft 77B-32717 Limited |   | Ireland |\n| AerCap Asset Finance Limited |   | Ireland |\n| AerCap Cash Manager Limited |   | Ireland |\n| AerCap Celtavia 4 Limited |   | Ireland |\n| AerCap Engine Leasing Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "682", "text": "| AerCap Celtavia 4 Limited |   | Ireland |\n| AerCap Engine Leasing Limited |   | Ireland |\n| AerCap Finance Limited |   | Ireland |\n| AerCap Financial Services (Ireland) Limited |   | Ireland |\n| AerCap Holding & Finance Limited |   | Ireland |\n| AerCap Ireland Asset Investment 1 Limited |   | Ireland |\n| AerCap Ireland Asset Investment 2 Limited |   | Ireland |\n| AerCap Ireland Capital Designated Activity Company |   | Ireland |\n| AerCap Ireland Funding 1 Limited |   | Ireland |\n| AerCap Ireland Limited |   | Ireland |\n| AerCap Irish Aircraft Leasing 2 Limited |   | Ireland |\n| AerCap Leasing 3034 Limited |   | Ireland |\n| AerCap Leasing 8 Limited |   | Ireland |\n| AerCap Leasing 946 Limited |   | Ireland |\n| AerCap Partners 2 Holding Limited |   | Ireland |\n| AerCap Partners 2 Limited |   | Ireland |\n| AerCap Partners 3 Holding Limited |   | Ireland |\n| AerCap Partners 767 Holdings Limited |   | Ireland |\n| AerCap Partners 767 Limited |   | Ireland |\n| AerCap Partners I Holding Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "683", "text": "2\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "684", "text": "| |\n| --- |\n| |\n| | | |\n| AerCap Partners I Limited |   | Ireland |\n| AerFi Group Limited |   | Ireland |\n| AerVenture Export Leasing Limited |   | Ireland |\n| AerVenture Limited |   | Ireland |\n| Aircraft Portfolio Holding Company Limited |   | Ireland |\n| Aircraft Portfolio Holding Company No. 2 Limited |   | Ireland |\n| Andes Aircraft Leasing Limited |   | Ireland |\n| Andromeda Aircraft Leasing Limited |   | Ireland |\n| Annamite Aircraft Leasing Limited |   | Ireland |\n| Arfaj Aircraft Leasing Limited |   | Ireland |\n| Artemis (Delos) Limited |   | Ireland |\n| Artemis Aircraft 32A-3309 Limited |   | Ireland |\n| Artemis Aircraft 32A-3385 (Ireland) Limited |   | Ireland |\n| Artemis Aircraft 32A-3388 (Ireland) Limited |   | Ireland |\n| Artemis Aircraft 77B-32725 Limited |   | Ireland |\n| Artemis Ireland Leasing Limited |   | Ireland |\n| Ballymoon Aircraft Solutions Limited |   | Ireland |\n| Ballysky Aircraft Ireland Limited |   | Ireland |\n| Ballystar Aircraft Solutions Limited |   | Ireland |\n| BlowfishFunding Limited |   | Ireland |\n| Burgundy Aircraft Leasing Limited |   | Ireland |\n| Calliope Limited |   | Ireland |\n| Camden Aircraft Leasing Limited |   | Ireland |\n| Cash Manager Limited |   | Ireland |\n| Castletroy Leasing Limited |   | Ireland |\n| CelestialFunding Limited |   | Ireland |\n| Celtago Funding Limited |   | Ireland |\n| Celtago II Funding Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "685", "text": "| Celtago Funding Limited |   | Ireland |\n| Celtago II Funding Limited |   | Ireland |\n| Cesium Funding Limited |   | Ireland |\n| Charleville Aircraft Leasing Limited |   | Ireland |\n| CieloFunding Holdings Limited |   | Ireland |\n| CieloFunding II Limited |   | Ireland |\n| CieloFunding Limited |   | Ireland |\n| Clarity Leasing Limited |   | Ireland |\n| CloudFunding II Limited |   | Ireland |\n| CloudFunding Limited |   | Ireland |\n| CuttlefishFunding Limited |   | Ireland |\n| Danang Aircraft Leasing Limited |   | Ireland |\n| Danang Aircraft Leasing No. 2 Limited |   | Ireland |\n| DartfishFunding Designated Activity Company |   | Ireland |\n| Delos Aircraft 76B-29387 Designated Activity Company |   | Ireland |\n| Delos Aircraft Limited |   | Ireland |\n| Eden Aircraft Holding No. 2 Limited |   | Ireland |\n| Electra Funding Ireland Limited |   | Ireland |\n| Eris Aircraft Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "686", "text": "3\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "687", "text": "| |\n| --- |\n| |\n| | | |\n| Excalibur Aircraft Leasing Limited |   | Ireland |\n| Fansipan Aircraft Leasing Limited |   | Ireland |\n| FirefishFunding Limited |   | Ireland |\n| Flotlease MSN 3699 Limited |   | Ireland |\n| Flotlease MSN 973 Limited |   | Ireland |\n| FlyFunding Limited |   | Ireland |\n| Flying Fortress Ireland Leasing Limited |   | Ireland |\n| Fortress Aircraft 32A-2730 Limited |   | Ireland |\n| Fortress Aircraft 33A-0366 Limited |   | Ireland |\n| Fortress Aircraft 76B-29383 Designated Activity Company |   | Ireland |\n| Fortress Aircraft 78B-38761 Limited |   | Ireland |\n| Fortress Ireland Leasing Limited |   | Ireland |\n| Geministream Aircraft Leasing Limited |   | Ireland |\n| Gladius Funding Limited |   | Ireland |\n| Glide Aircraft 35A-29 Ltd |   | Ireland |\n| Glide Aircraft 73B-41815 Limited |   | Ireland |\n| Glide Aircraft 78B-38765 Limited |   | Ireland |\n| Glide Funding Limited |   | Ireland |\n| Goldfish Funding Limited |   | Ireland |\n| Gunung Leasing Limited |   | Ireland |\n| Harmonic Aircraft Leasing Limited |   | Ireland |\n| Hyperion Aircraft Financing Limited |   | Ireland |\n| Hyperion Aircraft Limited |   | Ireland |\n| ILFC Aircraft 32A-1808 Limited |   | Ireland |\n| ILFC Aircraft 32A-1884 Limited |   | Ireland |\n| ILFC Aircraft 32A-1901 Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "688", "text": "| ILFC Aircraft 32A-1901 Limited |   | Ireland |\n| ILFC Aircraft 32A-1905 Limited |   | Ireland |\n| ILFC Aircraft 32A-2064 Limited |   | Ireland |\n| ILFC Aircraft 32A-2076 Limited |   | Ireland |\n| ILFC Aircraft 32A-2279 Limited |   | Ireland |\n| ILFC Aircraft 32A-2707 Limited |   | Ireland |\n| ILFC Aircraft 32A-2726 Limited |   | Ireland |\n| ILFC Aircraft 32A-2797 Limited |   | Ireland |\n| ILFC Aircraft 32A-3065 Limited |   | Ireland |\n| ILFC Aircraft 32A-3070 Limited |   | Ireland |\n| ILFC Aircraft 32A-3114 Limited |   | Ireland |\n| ILFC Aircraft 32A-3116 Limited |   | Ireland |\n| ILFC Aircraft 32A-3124 Limited |   | Ireland |\n| ILFC Aircraft 32A-4619 Limited |   | Ireland |\n| ILFC Aircraft 32A-591 Limited |   | Ireland |\n| ILFC Aircraft 32A-666 Limited |   | Ireland |\n| ILFC Aircraft 33A-1284 Limited |   | Ireland |\n| ILFC Aircraft 33A-253 Limited |   | Ireland |\n| ILFC Aircraft 33A-272 Limited |   | Ireland |\n| ILFC Aircraft 33A-432 Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "689", "text": "4\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "690", "text": "| |\n| --- |\n| |\n| | | |\n| ILFC Aircraft 33A-444 Limited |   | Ireland |\n| ILFC Aircraft 33A-454 Limited |   | Ireland |\n| ILFC Aircraft 33A-469 Limited |   | Ireland |\n| ILFC Aircraft 33A-822 Limited |   | Ireland |\n| ILFC Aircraft 33A-911 Limited |   | Ireland |\n| ILFC Aircraft 73B-29344 Limited |   | Ireland |\n| ILFC Aircraft 73B-29368 Limited |   | Ireland |\n| ILFC Aircraft 73B-29369 Limited |   | Ireland |\n| ILFC Aircraft 73B-30658 Limited |   | Ireland |\n| ILFC Aircraft 73B-30665 Limited |   | Ireland |\n| ILFC Aircraft 73B-30667 Limited |   | Ireland |\n| ILFC Aircraft 73B-30669 Limited |   | Ireland |\n| ILFC Aircraft 73B-30672 Limited |   | Ireland |\n| ILFC Aircraft 73B-30673 Limited |   | Ireland |\n| ILFC Aircraft 73B-30694 Limited |   | Ireland |\n| ILFC Aircraft 73B-30695 Limited |   | Ireland |\n| ILFC Aircraft 73B-30696 Limited |   | Ireland |\n| ILFC Aircraft 73B-30701 Limited |   | Ireland |\n| ILFC Aircraft 73B-35275 Limited |   | Ireland |\n| ILFC Aircraft 73B-38828 Limited |   | Ireland |\n| ILFC Aircraft 73B-41784 Limited |   | Ireland |\n| ILFC Aircraft 73B-41785 Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "691", "text": "| ILFC Aircraft 73B-41785 Limited |   | Ireland |\n| ILFC Aircraft 73B-41789 Limited |   | Ireland |\n| ILFC Aircraft 73B-41790 Limited |   | Ireland |\n| ILFC Aircraft 73B-41791 Limited |   | Ireland |\n| ILFC Aircraft 73B-41792 Limited |   | Ireland |\n| ILFC Aircraft 73B-41793 Limited |   | Ireland |\n| ILFC Aircraft 73B-41795 Limited |   | Ireland |\n| ILFC Aircraft 73B-41802 Limited |   | Ireland |\n| ILFC Aircraft 73B-41803 Limited |   | Ireland |\n| ILFC Aircraft 75B-26330 Limited |   | Ireland |\n| ILFC Aircraft 75B-27208 Designated Activity Company |   | Ireland |\n| ILFC Aircraft 75B-29381 Limited |   | Ireland |\n| ILFC Aircraft 76B-27610 Limited |   | Ireland |\n| ILFC Aircraft 76B-27616 Limited |   | Ireland |\n| ILFC Aircraft 76B-27958 Limited |   | Ireland |\n| ILFC Aircraft 76B-28111 Limited |   | Ireland |\n| ILFC Aircraft 76B-28207 Limited |   | Ireland |\n| ILFC Aircraft 76B-29435 Limited |   | Ireland |\n| ILFC Aircraft 77B-29908 Limited |   | Ireland |\n| ILFC Aircraft 78B-38785 Limited |   | Ireland |\n| ILFC Ireland 2 Limited |   | Ireland |\n| ILFC Ireland 3 Limited |   | Ireland |\n| ILFC Ireland Leasing Limited |   | Ireland |\n| ILFC Ireland Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "692", "text": "5\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "693", "text": "| |\n| --- |\n| |\n| | | |\n| Iridium Funding Limited |   | Ireland |\n| Jade Aircraft Leasing Limited |   | Ireland |\n| Jasmine Aircraft Leasing Limited |   | Ireland |\n| Jasper Aircraft Leasing Limited |   | Ireland |\n| Leostream Aircraft Leasing Limited |   | Ireland |\n| Librastream Aircraft Leasing Limited |   | Ireland |\n| Limelight Funding Limited |   | Ireland |\n| Lishui Aircraft Leasing Limited |   | Ireland |\n| Mainstream Aircraft Leasing Limited |   | Ireland |\n| Melodic Aircraft Leasing Limited |   | Ireland |\n| Menelaus I Limited |   | Ireland |\n| Menelaus II Designated Activity Company |   | Ireland |\n| Menelaus III Limited |   | Ireland |\n| Menelaus IV Limited |   | Ireland |\n| Menelaus V Limited |   | Ireland |\n| Menelaus VI Limited |   | Ireland |\n| Menelaus VII Limited |   | Ireland |\n| Menelaus VIII Limited |   | Ireland |\n| Mentes I Ireland Leasing Limited |   | Ireland |\n| Mentes II Ireland Leasing Limited |   | Ireland |\n| Mentes III Ireland Leasing Limited |   | Ireland |\n| Mentes IV Ireland Leasing Limited |   | Ireland |\n| Mentes V Ireland Leasing Limited |   | Ireland |\n| Mentes VI Ireland Leasing Limited |   | Ireland |\n| Mentes VII Ireland Leasing Limited |   | Ireland |\n| Monophonic Aircraft Leasing Limited |   | Ireland |\n| Moonlight Aircraft Leasing (Ireland) Limited |   | Ireland |\n| NimbusFunding Limited |   | Ireland |\n| Pearl Funding Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "694", "text": "| NimbusFunding Limited |   | Ireland |\n| Pearl Funding Limited |   | Ireland |\n| Philharmonic Aircraft Leasing Limited |   | Ireland |\n| Platinum Aircraft Leasing Limited |   | Ireland |\n| Polyphonic Aircraft Leasing Limited |   | Ireland |\n| Quadrant MSN 5719 Limited |   | Ireland |\n| Quadrant MSN 5802 Limited |   | Ireland |\n| Quadrant MSN 5869 Limited |   | Ireland |\n| Quiescent Holdings Limited |   | Ireland |\n| RainbowFunding Limited |   | Ireland |\n| Riggs Leasing Limited |   | Ireland |\n| Rouge Aircraft Leasing Limited |   | Ireland |\n| Scandium Funding Limited |   | Ireland |\n| Scarlet Aircraft Leasing Limited |   | Ireland |\n| Serranus Funding Limited |   | Ireland |\n| Shrewsbury Aircraft Leasing Limited |   | Ireland |\n| SkyFunding II Holdings Limited |   | Ireland |\n| SkyFunding II Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "695", "text": "6\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "696", "text": "| |\n| --- |\n| |\n| | | |\n| SkyFunding Leasing 1 Limited |   | Ireland |\n| SkyFunding Limited |   | Ireland |\n| Skylease MSN (3365) Limited |   | Ireland |\n| Skylease MSN (3392) Limited |   | Ireland |\n| Skylease MSN 3545 Limited |   | Ireland |\n| Skylease MSN 3564 Limited |   | Ireland |\n| Skylease MSN 3574 Limited |   | Ireland |\n| Skylease MSN 3711 Limited |   | Ireland |\n| Skylease MSN 3778 Limited |   | Ireland |\n| Skylease MSN 3825 Limited |   | Ireland |\n| Skylease MSN 3859 Limited |   | Ireland |\n| Skylease MSN 4168 Limited |   | Ireland |\n| Skylease MSN 4241 Limited |   | Ireland |\n| Skylease MSN 4254 Limited |   | Ireland |\n| Skylease MSN 4267 Limited |   | Ireland |\n| Skyscape Limited |   | Ireland |\n| SoraFunding Limited |   | Ireland |\n| StratocumulusFunding Limited |   | Ireland |\n| StratusFunding Limited |   | Ireland |\n| Streamline Aircraft Leasing Limited |   | Ireland |\n| Sunflower Aircraft Leasing Limited |   | Ireland |\n| Symphonic Aircraft Leasing Limited |   | Ireland |\n| Synchronic Aircraft Leasing Limited |   | Ireland |\n| Temescal Aircraft 32A-2383 Limited |   | Ireland |\n| Temescal Aircraft 33A-0758 Limited |   | Ireland |", "source": "agreement_20.md" }, { "id": "697", "text": "| Temescal Aircraft 33A-0758 Limited |   | Ireland |\n| TetraFunding Limited |   | Ireland |\n| Transversal Aircraft Holdings Limited |   | Ireland |\n| Transversal Aircraft Leasing Limited |   | Ireland |\n| Triple Eight Aircraft Holdings Limited |   | Ireland |\n| Triple Eight Aircraft Leasing Limited |   | Ireland |\n| Verde Aircraft Finance Limited |   | Ireland |\n| Verde Aircraft Investment Limited |   | Ireland |\n| Virgostream Aircraft Leasing Limited |   | Ireland |\n| Whitney Ireland Leasing Limited |   | Ireland |\n| XLease MSN 3008 Limited |   | Ireland |\n| XLease MSN 3420 Limited |   | Ireland |\n| Acorn Aviation Limited |   | Isle of Man |\n| AerCap Holding (IOM) Limited |   | Isle of Man |\n| AerCap International (Isle of Man) Limited |   | Isle of Man |\n| AerCap IOM 2 Limited |   | Isle of Man |\n| AerCap Note Purchaser (IOM) Limited |   | Isle of Man |\n| CRESCENT AVIATION LIMITED |   | Isle of Man |\n| Stallion Aviation Limited |   | Isle of Man |\n| AerCap Jet Limited |   | Jersey |\n| Delos Finance S.a.r.l. |   | Luxembourg |", "source": "agreement_20.md" }, { "id": "698", "text": "7\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "699", "text": "| |\n| --- |\n| |\n| | | |\n| ILFC Labuan ECA Ltd. |   | Malaysia |\n| ILFC Labuan Ltd. |   | Malaysia |\n| AerCap A330 Holdings B.V. |   | Netherlands |\n| AerCap AerVenture Holding B.V. |   | Netherlands |\n| AerCap Aircraft 73B-30645 B.V. |   | Netherlands |\n| AerCap Aviation Solutions B.V. |   | Netherlands |\n| AerCap B.V. |   | Netherlands |\n| AerCap Dutch Aircraft Leasing I B.V. |   | Netherlands |\n| AerCap Dutch Aircraft Leasing IV B.V. |   | Netherlands |\n| AerCap Dutch Aircraft Leasing VII B.V. |   | Netherlands |\n| AerCap Dutch Global Aviation B.V. |   | Netherlands |\n| AerCap Group Services B.V. |   | Netherlands |\n| AerCap International B.V. |   | Netherlands |\n| AerCap Leasing XIII B.V. |   | Netherlands |\n| AerCap Leasing XXX B.V. |   | Netherlands |\n| AerCap Netherlands B.V. |   | Netherlands |\n| Annamite Aircraft Leasing B.V. |   | Netherlands |\n| BlowfishFunding B.V. |   | Netherlands |\n| Clearstream Aircraft Leasing B.V. |   | Netherlands |\n| FodiatorFunding B.V. |   | Netherlands |\n| Goldfish Funding B.V. |   | Netherlands |\n| Harmony Funding B.V. |   | Netherlands |\n| Harmony Funding Holdings B.V. |   | Netherlands |\n| ILFC Aviation Services (Europe) B.V. |   | Netherlands |\n| NimbusFunding B.V. |   | Netherlands |", "source": "agreement_20.md" }, { "id": "700", "text": "| ILFC Aviation Services (Europe) B.V. |   | Netherlands |\n| NimbusFunding B.V. |   | Netherlands |\n| Sapa Aircraft Leasing B.V. |   | Netherlands |\n| StratocumulusFunding B.V. |   | Netherlands |\n| Worldwide Aircraft Leasing B.V. |   | Netherlands |\n| AerCap Singapore Pte. Ltd. |   | Singapore |\n| AeroTurbine Asia Pte. Ltd. |   | Singapore |\n| ILFC Singapore Pte. Ltd. |   | Singapore |\n| 32904 Sverige AB |   | Sweden |\n| AerFi Sverige AB |   | Sweden |\n| International Lease Finance Corporation (Sweden) AB |   | Sweden |\n| AerCap UK Limited |   | United Kingdom |\n| AeroTurbine Europe Limited |   | United Kingdom |\n| Aircraft 32A-3424 Limited |   | United Kingdom |\n| Aircraft 32A-3454 Limited |   | United Kingdom |\n| Archytas Aviation Limited |   | United Kingdom |\n| ILFC UK Limited |   | United Kingdom |\n| Temescal UK Limited |   | United Kingdom |\n| Whitney UK Leasing Limited |   | United Kingdom |\n| AerCap Global Aviation Trust |   | United States |\n| AerCap Group Services, Inc |   | United States |\n| AerCap Hangar 52, Inc. |   | United States |", "source": "agreement_20.md" }, { "id": "701", "text": "8\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "702", "text": "| |\n| --- |\n| |\n| | | |\n| AerCap Leasing USA I, Inc. |   | United States |\n| AerCap Leasing USA II, Inc. |   | United States |\n| AerCap U.S. Global Aviation LLC |   | United States |\n| AerCap, Inc. |   | United States |\n| AeroTurbine, LLC |   | United States |\n| Aircraft 32A-1658 Inc. |   | United States |\n| Aircraft 32A-1695 Inc. |   | United States |\n| Aircraft 32A-1905 Inc. |   | United States |\n| Aircraft 32A-1946 Inc. |   | United States |\n| Aircraft 32A-2024 Inc. |   | United States |\n| Aircraft 32A-2594 Inc. |   | United States |\n| Aircraft 32A-2731 Inc. |   | United States |\n| Aircraft 32A-585 Inc. |   | United States |\n| Aircraft 32A-645 Inc. |   | United States |\n| Aircraft 32A-726 Inc. |   | United States |\n| Aircraft 32A-760 Inc. |   | United States |\n| Aircraft 32A-775 Inc. |   | United States |\n| Aircraft 32A-782 Inc. |   | United States |\n| Aircraft 32A-987 Inc. |   | United States |\n| Aircraft 32A-993, Inc. |   | United States |\n| Aircraft 33A-132, Inc. |   | United States |\n| Aircraft 33A-358 Inc. |   | United States |\n| Aircraft 34A-152 Inc. |   | United States |", "source": "agreement_20.md" }, { "id": "703", "text": "| Aircraft 34A-152 Inc. |   | United States |\n| Aircraft 34A-216 Inc. |   | United States |\n| Aircraft 34A-395 Inc. |   | United States |\n| Aircraft 34A-48 Inc. |   | United States |\n| Aircraft 34A-93 Inc. |   | United States |\n| Aircraft 73B-26315 Inc. |   | United States |\n| Aircraft 73B-26317 Inc. |   | United States |\n| Aircraft 73B-28249 Inc. |   | United States |\n| Aircraft 73B-28252 Inc. |   | United States |\n| Aircraft 73B-30036 Inc. |   | United States |\n| Aircraft 73B-30646 Inc. |   | United States |\n| Aircraft 73B-30661 Inc. |   | United States |\n| Aircraft 73B-30671 Inc. |   | United States |\n| Aircraft 73B-30730 Inc. |   | United States |\n| Aircraft 73B-32796 Inc. |   | United States |\n| Aircraft 73B-32841 Inc. |   | United States |\n| Aircraft 73B-38821 Inc. |   | United States |\n| Aircraft 73B-41794 Inc. |   | United States |\n| Aircraft 73B-41796 Inc. |   | United States |\n| Aircraft 73B-41806 Inc. |   | United States |\n| Aircraft 73B-41815 Inc. |   | United States |\n| Aircraft 74B-27602 Inc. |   | United States |\n| Aircraft 75B-28834 Inc. |   | United States |", "source": "agreement_20.md" }, { "id": "704", "text": "9\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "705", "text": "| |\n| --- |\n| |\n| | | |\n| Aircraft 75B-28836 Inc. |   | United States |\n| Aircraft 76B-26261 Inc. |   | United States |\n| Aircraft 76B-26327 Inc. |   | United States |\n| Aircraft 76B-26329 Inc. |   | United States |\n| Aircraft 76B-27597 Inc. |   | United States |\n| Aircraft 76B-27600 Inc. |   | United States |\n| Aircraft 76B-27613 Inc. |   | United States |\n| Aircraft 76B-27615 Inc. |   | United States |\n| Aircraft 76B-28132 Inc. |   | United States |\n| Aircraft 76B-28206 Inc. |   | United States |\n| Aircraft 77B-29404 Inc. |   | United States |\n| Aircraft 77B-29908 Inc. |   | United States |\n| Aircraft 77B-32717 Inc. |   | United States |\n| Aircraft 77B-32723 Inc. |   | United States |\n| Aircraft A330 143 Inc. |   | United States |\n| Aircraft A330 72 Inc. |   | United States |\n| Aircraft A330 98 Inc. |   | United States |\n| Aircraft Andros Inc. |   | United States |\n| Aircraft B757 29377 Inc. |   | United States |\n| Aircraft B757 29382 Inc. |   | United States |\n| Aircraft B767 29388 Inc. |   | United States |\n| Aircraft Lotus Inc. |   | United States |\n| Aircraft SPC-12, LLC |   | United States |", "source": "agreement_20.md" }, { "id": "706", "text": "| Aircraft Lotus Inc. |   | United States |\n| Aircraft SPC-12, LLC |   | United States |\n| Aircraft SPC-14, Inc. |   | United States |\n| Aircraft SPC-3, Inc. |   | United States |\n| Aircraft SPC-4, Inc. |   | United States |\n| Aircraft SPC-8, Inc. |   | United States |\n| Aircraft SPC-9, LLC |   | United States |\n| Apollo Aircraft Inc. |   | United States |\n| Artemis US Inc. |   | United States |\n| Brokat Leasing, LLC |   | United States |\n| CABREA, Inc. |   | United States |\n| Camden Aircraft Leasing Trust |   | United States |\n| Charmlee Aircraft Inc. |   | United States |\n| Cloudbreak Aircraft Leasing Inc. |   | United States |\n| Delos Aircraft Inc. |   | United States |\n| Doheny Investment Holding Trust |   | United States |\n| Euclid Aircraft, Inc. |   | United States |\n| Fleet Solutions Holdings LLC |   | United States |\n| Flying Fortress Financing, LLC |   | United States |\n| Flying Fortress Holdings, LLC |   | United States |\n| Flying Fortress Investments, LLC |   | United States |\n| Flying Fortress US Leasing Inc. |   | United States |\n| Grand Staircase Aircraft, LLC |   | United States |\n| Hyperion Aircraft Financing Inc. |   | United States |", "source": "agreement_20.md" }, { "id": "707", "text": "10\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "708", "text": "| |\n| --- |\n| |\n| | | |\n| Hyperion Aircraft Inc. |   | United States |\n| ILFC Aviation Consulting, Inc. |   | United States |\n| ILFC Dover, Inc. |   | United States |\n| ILFC Volare, Inc. |   | United States |\n| Interlease Aircraft Trading Corporation |   | United States |\n| Interlease Management Corporation |   | United States |\n| International Lease Finance Corporation |   | United States |\n| Klementine Holdings, Inc. |   | United States |\n| Maiden Leasing, LLC |   | United States |\n| Park Topanga Aircraft, LLC |   | United States |\n| Pelican 35302, Inc. |   | United States |\n| Romandy Triple Sept LLC |   | United States |\n| Temescal Aircraft, LLC |   | United States |\n| Top Aircraft, Inc. |   | United States |\n| Whitney US Leasing, Inc. |   | United States |\n\n \n \n\n\n| |\n| --- |\n| |\n| | | |\n| Participations |   |   |\n| AerDragon Aviation Partners Limited and Subsidiaries (16.7%) |   | Ireland |\n| Peregrine Aviation Company Limited and Subsidiaries (9.5%) |   | Ireland |\n| AerLift Leasing Limited and Subsidiaries (39.3%) |   | Isle of Man |\n| Acsal Holdco LLC (19.4%) |   | United States |\n\n \n \n11\n\n| |\n| --- |\n| |\n| | | |\n|   |", "source": "agreement_20.md" }, { "id": "709", "text": "EX-10.4\n5\nex-104cobrabrimnetcharterl.htm\nEXHIBIT 10.4", "source": "agreement_21.md" }, { "id": "710", "text": "Exhibit\n \n \n \nAIRCRAFT LEASE AND MANAGEMENT AGREEMENT(N745BW) THIS AIRCRAFT LEASE AND MANAGEMENT AGREEMENT (this \"Agreement\") is made and entered into as of December 21, 2018 (the \"Effective Date\"), by and between Cobra Aviation Services LLC, a Delaware limited liability company (\"Owner\"), and Brim Equipment Leasing, Inc., an Oregon corporation (\"Manager\"). Owner and Manager are sometimes collectively referred to herein as the \"Parties\" and, individually, as a \"Party\". RECITALS A.    Owner is the registered owner at the U.S. Federal Aviation Administration (\"FAA\") of Aircraft set forth on Exhibit A (together with the engines, accessories and equipment installed thereon from time to time, the \"Aircraft\").    B.    Owner desires to lease the Aircraft and related ground support equipment described on Exhibit B (“Ground Support Equipment”), to Manager hereunder. \nC.    Owner desires Manager to operate the Aircraft pursuant to Title 14 of the Code of Federal Regulations (\"FAR\"), Parts 133, 135, 137 and any other applicable laws or regulations.", "source": "agreement_21.md" }, { "id": "711", "text": "D.    Manager has personnel experienced in the business of managing, operating, maintaining and scheduling aircraft and Ground Support Equipment and desires to perform the services and operate the Aircraft pursuant to FAR Parts 133, 135 and 137 as described herein and any other applicable laws or regulations. In consideration of the recitals and the promises and covenants contained herein, and for other good and valuable consideration, the Parties hereby agree as follows: ARTICLE ITERM; ACCOUNTING 1.1    Lease of Aircraft and Ground Support Equipment; Term. Owner hereby leases the Aircraft and Ground Support Equipment to Manager and Manager hereby leases the Aircraft and Ground Support Equipment from Owner, subject to the terms and conditions of this Agreement. The term of this Agreement shall begin on the date hereof and shall continue in effect for one (1) year (the \"Term\"). Owner and Manager shall have the right to terminate this Agreement upon thirty (30) days’ written notice to the other party for any or no reason. This agreement may also be terminated for cause, including a default hereunder and shall terminate immediately upon the Manger’s suspension, revocation or surrender of any of its Part 133, 135, of 137 Certificate. \n1.2    Accounting. Within 20 days after the end of each month during the Term, Manager shall deliver to Owner: (a) a reasonably detailed accounting statement (each, a \"Monthly Statement\") setting forth the amounts payable to Owner during the previous month pursuant to the terms of this Agreement, including, without limitation, (i) the amounts payable to Owner in \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "712", "text": "accordance with Section 4.5 and (ii) the amounts payable to Manager in accordance with Section 4.1; and (b) the amount, if any, payable by either Party, to the other Party, as set forth on such Monthly Statement. Within 10 days after Owner’s receipt of any Monthly Statement showing an amount payable by a Party, to the other Party, the paying Party shall remit such payment to the other Party. 1.3    Redelivery of Books, Records and Aircraft. Promptly after the termination of this Agreement and subject to the terms and conditions of this Agreement, Manager shall redeliver to Owner the Aircraft, related equipment, and Ground Support Equipment and parts which have been installed on the Aircraft or Ground Support Equipment any Aircraft-specific books and records in Manager's possession. The Manager will re-deliver the Aircraft and Ground Support Equipment to Owner, on the day that this Agreement is terminated at the Base of Operations, defined in Section 2.2, below, or any other location within the continental United States as Owner may elect,", "source": "agreement_21.md" }, { "id": "713", "text": "below, or any other location within the continental United States as Owner may elect, at Owner’s expense. ARTICLE IIMANAGEMENT SERVICES 2.1    Generally. Manager hereby agrees to manage and operate the Aircraft and furnish certain aircraft management, maintenance and other aviation services to Owner as further described in this Article II (collectively, the \"Management Services\") during the Term. The Management Services shall be provided in accordance with: (a) applicable FARs; (b) Manager's established policies and procedures with respect to its own aircraft, as such procedures may be modified from time to time, including without limitation the Brim Equipment Leasing, LLC, Part 133, 135, and/or 137 Approved General Operations Manual (as amended, modified or supplemented from time to time, the \"Manual\"); (c) applicable manufacturers’ recommended maintenance programs, and (d) the requirements contained in Manager’s Part 133, 135, and/or 137 Operations Specifications (as defined in Section 4.1 below).", "source": "agreement_21.md" }, { "id": "714", "text": "2.2    Base of Operations. Manager shall be solely responsible for obtaining and maintaining appropriate hangar, office, and shop space at Ashland / Parker Airport (S03) or such other mutually agreeable location as reasonably determined by the Owner and Manager from time to time during the Term (\"Base of Operations\"). Owner shall not be responsible for the payment of any costs or expenses associated with maintaining, staffing, or operating the Base of Operations. \n2.3    Maintenance and Inspections. \n(a)    Manager shall be responsible for conducting or monitoring and overseeing the maintenance, preventative maintenance and required or otherwise necessary or advisable inspections of the Aircraft in accordance with the FAA-approved Brim Equipment Leasing Maintenance Program (the \"Manager Maintenance Program\") and applicable FARs, including, without limitation, FAR Parts 133, 135, and 137, and in accordance with the manufacturer’s minimum maintenance requirements. No period of maintenance, preventative maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "715", "text": "maintenance or inspection can be deferred per FAA authorizations in accordance with approved FAA approved Approved Aircraft Inspection Program. \n(b)    Manager will perform maintenance of the Aircraft, keep the interior and the exterior of the Aircraft clean, repair discrepancies and perform scheduled inspections. All personnel of Manager involved with the performance of maintenance, preventative maintenance or alterations to the Aircraft shall be by appropriately licensed and approved Brim personnel in accordance with Brim FAA approved maintenance program. \n(c)    Notwithstanding the foregoing, Manager may, in its sole and absolute discretion, subcontract with third party maintenance providers to perform any maintenance on the Aircraft; provided, however, any such third party maintenance provider shall be an FAA approved facility meeting the requirements of the Manager Maintenance Program. As between the Owner and Manger the expenses and costs of such third party maintenance provider shall be for the account of the Manager. Owner appoints Manager as its agent for the limited purpose of executing, for and on behalf of Owner, any maintenance program and maintenance inspection agreements or any other agreement as shall be necessary in order for Manager to fulfill its obligations under this Agreement, the Part 133, 135 and 137 Operations Specifications, the Manager Maintenance Program, the Part 133, 135, and 137 Certificate (as defined in Section 4.1 below) and applicable FARs. In any event where Manager would be exercising its limited authority as the agent for the Owner as described in this Section 2.3(c),", "source": "agreement_21.md" }, { "id": "716", "text": "2.4    Logbooks and Records. Manager shall maintain all logbooks and records pertaining to the Aircraft in accordance with applicable FARs. Such logbooks and records shall be kept by Manager in a fireproof file cabinet and made available for examination and copying by Owner or Owner’s duly authorized agents, at Owner’s reasonable advance request, at the location of such books and records at Manager's Flight Operations office in Ashland, Oregon (the \"Flight Operations Office\"). Upon the termination of this Agreement, Manager shall deliver such logbooks and records to Owner. \nManager shall also maintain a computerized flight and maintenance record tracking system with off-site backup capability, all of which will be available for inspection and copying by Owner or Owner’s duly authorized agents, upon reasonable request by Owner. Upon termination of this Agreement, Manager shall deliver a copy of such stored data to Owner. \n2.5    Scheduling and Setup Service. In addition to those duties assumed by Manager elsewhere herein, Manager shall also provide the following services with respect to the use of the Aircraft: (a)    [reserved]; \n(b)    dispatch and flight following; \n(c)    create itineraries; \n \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "717", "text": "(d)    arrange for all fuel setup for the Aircraft at all airports at which the aircraft operates, utilizing fuel discounts available to Manager; \n(e)    [reserved]; and \n(f)    utilize and maintain the Flight Operations Office, in part: (i) in order to assist the flight crew in the performance of their duties; (ii) in order to achieve scheduling of flights and flight personnel, flight following and communication; (iii) in order to perform routine scheduled and unscheduled maintenance to the Aircraft; and (iv) in the planning and support of flight operations. \n2.6    [Reserved] \n2.7    Costs and Expenses. \n(a)    Operating Cost and Expenses. Manager shall be solely responsible for any and all costs and expenses that are related to or arise in connection with the possession, operation, management, maintenance, or insuring of the Aircraft during the Term, including without limitation: \n\n\n| | |\n| --- | --- |\n| | |\n| (i) | the salaries, expenses (including travel expenses), per diems of flight crews operating remotely, and hourly flight pay for each required member; |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (ii) | the training and testing of personnel pursuant to this Agreement; |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (iii) | fuel expenses; |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (iv) | the costs of maintaining the Manager’s Polices of insurance maintained in accordance with this Agreement; |", "source": "agreement_21.md" }, { "id": "718", "text": "| | |\n| --- | --- |\n| | |\n| (v) | maintenance and repair costs and expenses, including without limitation providing all parts. Manager shall use reasonable efforts under the circumstances to notify Owner in advance of any maintenance anticipated to cost in excess of Ten Thousand ($10,000) Dollars. Such notice may be given verbally, followed up by an e-mail or fax, notwithstanding the provisions of Section 11.2 below; |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (vi) | payments required to maintain any Services Program (as defined in 2.11(g)); |\n\n \n\n\n| | |\n| --- | --- |\n| | |\n| (vii) | the costs and expenses associated with obtaining and maintaining FAA Approval (as defined in Section 2.1); and |\n\n \n \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "719", "text": "| | |\n| --- | --- |\n| | |\n| (viii) | the Hourly Aircraft Pro-Rata share of the Manager’s Selling, General & Administrative Expenses (“SG&A”). For the avoidance of doubt the “Aircraft Pro-Rata share” of the Manager’s SG&A shall be calculated by dividing Manager’s total SG&A by the total number of number of aircraft in the Manager’s fleet. The “Hourly Aircraft Pro-Rata share” shall be calculated by dividing the Aircraft Pro-Rata share by the total number of hours flown by the Aircraft. |", "source": "agreement_21.md" }, { "id": "720", "text": "(collectively the “Costs”) \n \n \n \n2.8    Fines and Penalties.    Any fines, penalties, or similar charges of any kind that are assessed by a government, governmental agency, governmental subdivision or unit, airport or airport authority or aviation authority, including without limitation the FAA, with regard to or related to or arising from the management and/or operation of the Aircraft shall be for the account of and paid for by the Manager unless such violation is the direct result of actions by the Owner. \n2.9    Taxes. Owner shall pay to Manager and Manager shall collect from Owner and remit to the appropriate taxing authorities all taxes (including without limitation federal excise taxes applicable to Owner Charter), fees, assessments, sales tax, personal property tax, license and registration fees, together with all fines and penalties assessed by any taxing or governmental authority (collectively, \"Taxes\"), which relate in any way to the ownership, use or operation of the Aircraft, except for any federal or state taxes based on Manager's net income or capital gains or any franchise taxes imposed on Manager and except for federal excise taxes attributable to third party charters other than Owner Charter. Owner shall indemnify, defend and hold Manager harmless from and against Owner’s failure to pay the Taxes to Manager in order to allow Manager to remit the same in a timely manner. \nOwner and Manager will assist and cooperate with each other to obtain all refunds on fuel taxes paid on fuel for all Commercial Operations, such refunds to be remitted to Manager upon receipt. Owner and Manager acknowledge that fuel receipts forming the foundation for the fuel tax refunds may not be received from vendors in time for monthly reconciliations; as a result, such refunds may be reflected in subsequent monthly reconciliations. 2.10    [RESERVED].", "source": "agreement_21.md" }, { "id": "721", "text": "2.11    Other Management Services. Manager shall also undertake the following management services, at no additional charge to Owner: \n(a)    Employment or other engagement, training, and monitoring of any flight crew assigned to the Aircraft in accordance with Section 4.4 below and such other personnel provided \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "722", "text": "by Manager in accordance with this Agreement as may be required to provide the Management Services; \n(b)    Coordinate and obtain insurance as provided in Article V below; \n(c)    Liaise with the FAA and other pertinent governmental entities and comply with applicable statutes, rules and regulations enforced by such entities in connection with the management and operation of the Aircraft pursuant to this Agreement; \n(d)    Liaise with the Transportation Security Administration, Department of Homeland Security, and other related governmental entities and comply with applicable statutes, rules and regulations enforced by such entities in connection with the management and operation of the Aircraft pursuant to this Agreement; \n(e)    Comply with all applicable customs requirements and regulations with regard to leaving and entering the United States and any foreign country; \n(f)    Provide recordkeeping, reporting, budgeting and other bookkeeping, accounting and administrative functions as set forth herein or as reasonably requested by Owner, including payment of all Aircraft-related invoices and expenses; and \n(g)    Administer any manufacturer or other maintenance or service programs currently in existence or entered into during the term of this Agreement (collectively, the “Service Programs”); and take the actions necessary to keep the Service Programs current and in full force and effect. \nARTICLE III[RESERVED]", "source": "agreement_21.md" }, { "id": "723", "text": "ARTICLE III[RESERVED] \n \nARTICLE IVCOMMERCIAL OPERATIONS 4.1    FAA Approval of the Aircraft. Owner shall: (a) cooperate as reasonably requested by Manager in connection with securing and maintaining the approval required by the FAA (the \"FAA Approval\") in order to (i) continue to include the Aircraft on the Operations Specifications issued to Manager by the FAA pursuant to FAR Parts 133, 135 and 137 (the \"Operations Specifications\") and (ii) operate the Aircraft pursuant to FAR Parts 133, 135 and Part 137 pursuant to the Operating Certificates issued to Manager by the FAA (\"Operating Certificate\") and (b) be responsible and pay for any and all expenses incurred by Manager in connection with maintaining the FAA Approval, including, without limitation, periodically positioning the Aircraft to the FAA requested inspection location, as requested by Manager for an FAA inspection. Any operation of the Aircraft conducted for commercial purposes under FAR Parts 133, 135, 137 during the Term (each, a \"Commercial Operation\" and, collectively, the \"Commercial Operations\") and any related flight (such as a ferry flight or repositioning flight) shall be subject to the provisions of this \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "724", "text": "Article IV, as applicable. Notwithstanding anything herein to the contrary, Owner shall not be obligated to pay for any costs, fees or expenses associated with the amendment, supplement or modifications of the Manual or any other manuals used by Manager or the preparation of any new or replacement Manual or any other manuals used by Manager. Any Costs associated with obtaining or maintaining the FAA Approval shall be billed to Owner, in an amount equal to the Costs of such operations plus a markup of ten percent. \n4.2    Commercial Operations. The Parties acknowledge and agree that they intend for the Aircraft to be utilized by Manager for Commercial Operations at all times with the express understanding that Manager may, in its sole discretion, operate the Aircraft on appropriate ferry, maintenance, training (as limited in Section 2.6) or positioning flights under Part 91 of the FARs. Whether operating under Parts 133, 135, 137 or under Part 91, Manager will be in Operational Control of the flights. \n4.3    Operational Control During Commercial Operations.", "source": "agreement_21.md" }, { "id": "725", "text": "4.3    Operational Control During Commercial Operations. \n(a)    The Parties hereby acknowledge and agree that Manager shall have exclusive use of the Aircraft and maintain operational control of the Aircraft at all times.. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, at all times during any Commercial Operation, the Parties hereby agree that Manager shall: (i) have possession, control and command of the Aircraft; (ii) have the sole and absolute exercise of authority over initiating, conducting or terminating any flight of the Aircraft; (iii) supervise and control the maintenance of the Aircraft; (iv) determine whether each Commercial Operation can be safely operated; (v) release all Commercial Operations; (vi) select, supervise and control the flight crew of the Aircraft, including, without limitation, determining whether any pilot of the Aircraft: (1) is a Qualified Pilot (as defined in Section 4.4 below); or (2) has met rest period requirements or exceeded flight time limits. In exercising Operational Control of the Aircraft, Manager shall comply with the FARs, insurance requirements, pertinent regulations of the United States and the applicable regulations or laws of any other country or aviation authority having jurisdiction over the Aircraft or any operation of the Aircraft hereunder.", "source": "agreement_21.md" }, { "id": "726", "text": "(b)    Owner acknowledges and agrees that the pilot-in-command during any Commercial Operation, in his or her sole discretion, may terminate any flight, refuse to commence any flight or take any other such action which, in the judgment of such pilot, is necessitated by safety considerations. No such action by the pilot-in-command shall create or support any liability for loss, injury, damage or delay to Owner or any other person. Owner further agrees that Manager shall not be liable for delay or failure to furnish or return the Aircraft or flight crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other causes beyond Manager's control or is necessary to adhere to the requirements of the Manual. \n \n4.4    Selection of Pilots. The Parties agree that Manager shall have the sole and absolute discretion to select the pilots to be utilized in connection with any Commercial Operation; provided, \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "727", "text": "however, Manager shall only use Qualified Pilots (as defined in this Section 4.4(a) below) in connection with all flights.. \n(a)    For purposes of this Agreement, the term \"Qualified Pilot\" shall mean a pilot who, at the minimum: \n(i)    with respect to a pilot-in-command, holds a valid FAA commercial pilot certificate with appropriate category and class ratings, and if required for the operation being conducted an instrument - helicopter rating, no less than 2000 flight hours in helicopters, and 500 hours in turbine helicopters; \n(ii)    holds a current first or second class medical certificate in accordance with applicable FARs; \n(iii)    is current and qualified with respect to FAR Part 61 to conduct operations under FAR Part 133, 135, and 137, as applicable.; \n(iv)    is familiar with and qualified pursuant to the Manual, including without limitation (A) has been screened through the pre-employment and background checks, (B) has satisfactorily completed the requisite proficiency checks and, with respect to a pilot-in-command, has satisfactorily completed the requisite line checks, (C) is enrolled in the drug and alcohol testing program, and (D) is in compliance with the initial and recurring Transportation Security Administration training requirements; \n(v)    is approved as pilot with respect to the Aircraft insurance coverage and under the Manual; and \n(vi)    is otherwise qualified to act as a required flight crew member for the Aircraft. \n4.5    Revenue Sharing with Respect to Commercial Operations. \nIn consideration for making the Aircraft available for Commercial Operations pursuant to the terms of this Article IV the Manager shall pay Rent to the Owner in the following amounts:", "source": "agreement_21.md" }, { "id": "728", "text": "(a)    Third Party Charters. An amount equal to the Third Party Charter Lease Rate, as defined on Exhibit A, for each Flight Hour (which shall consist of the time between engine start and engine stop rounded to the nearest tenth of an hour) the Aircraft is operated by Manager for Commercial Operations other than Owner Charters. \n(b)    Owner Charters. An amount equal to the Owner Charter Lease Rate, as defined on Exhibit A, for each Flight Hour the Aircraft is operated by Manager for Commercial Operations for the Owner (each such operation an “Owner Charter”. For the avoidance of doubt, \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "729", "text": "the minimum rate charged for any Owner Charter shall be no less than the Owner Charter Rate set forth on Exhibit C. \n(c)    Calculation of Cost. All calculations of Costs shall be pro-rata based upon hourly available usage of the Aircraft. For example, a pilot’s monthly salary shall be divided by the total number of flight hours available to be flown by said pilot, and then allocated as a Cost on a per hour basis. \n4.6    Training. In accordance with Brim FAA approved training programs. \n4.7    [Reserved.]", "source": "agreement_21.md" }, { "id": "730", "text": "4.8    Geographical Limitations. Manager may not conduct any flight outside the United States, Canada and the Caribbean, without the prior written permission of Owner and evidence of insurance coverage for that flight in a form and content satisfactory to Owner in its sole discretion.(a)    THE MANAGER AGREES NOT TO OPERATE OR LOCATE THE AIRCRAFT, OR ALLOW THE AIRCRAFT TO BE OPERATED OR LOCATED, IN OR OVER ANY AREA OF HOSTILITIES, ANY GEOGRAPHIC AREA WHICH IS NOT COVERED BY THE INSURANCE POLICIES REQUIRED BY THIS AGREEMENT, OR ANY COUNTRY OR JURISDICTION FOR WHICH EXPORTS OR TRANSACTIONS ARE SUBJECT TO SPECIFIC RESTRICTIONS UNDER ANY UNITED STATES EXPORT OR OTHER LAW OR UNITED NATIONS SECURITY COUNCIL DIRECTIVE, INCLUDING, WITHOUT LIMITATION, THE TRADING WITH THE ENEMY ACT, 50 U.S.C. APP. SECTIONS 1701 ET SEQ., AND THE EXPORT ADMINISTRATION ACT, 50 U.S.C. APP. SECTIONS 2401 ET SEQ. OR TO OTHERWISE VIOLATE, OR PERMIT THE VIOLATION OF,", "source": "agreement_21.md" }, { "id": "731", "text": "ET SEQ. OR TO OTHERWISE VIOLATE, OR PERMIT THE VIOLATION OF, SUCH LAWS OR DIRECTIVES. MANAGER ALSO AGREES TO PROHIBIT ANY NATIONAL OF SUCH RESTRICTED NATIONS FROM OPERATING THE AIRCRAFT.4.9    Compliance with Laws and Regulations. The Parties shall comply with all federal, state and local laws and executive orders and regulations issued pursuant thereto, including, without limitation, and to the extent applicable to this Agreement, all FARs, and any applicable regulations or laws of any other country or aviation authority having jurisdiction over the Aircraft or any operation of the Aircraft hereunder.4.10    Hazardous Materials. At all times during this lease, Manager shall maintain such permits necessary to carry any hazardous materials it may from time to time carry.4.11    Damage by Charter Customer. In the event that a customer generated by Manager damages the Aircraft, or any portion thereof, through its negligence or willful misconduct during a flight, Manager shall advise Owner of such", "source": "agreement_21.md" }, { "id": "732", "text": "or willful misconduct during a flight, Manager shall advise Owner of such damage, and Manager shall make good faith commercially reasonable efforts to collect from such customer the costs and expenses to repair such damage and upon collection of same will reimburse Owner for the documented costs necessary to repair such damage. In no event shall Manager or a customer generated by Manager be liable for normal wear and tear consistent with the anticipated use of the Aircraft.", "source": "agreement_21.md" }, { "id": "733", "text": "Owner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "734", "text": "ARTICLE VINSURANCE \n5.1    Aircraft Insurance Coverage. During the Term, Manager shall arrange for and procure, at Manager’s expense, insurance coverage, including without limitation the special provisions set forth below, under separate aviation insurance policies relating to the Aircraft (\"Manager's Policies\"). (a)    All risk physical damage (hull) insurance, including war, hijacking and allied perils coverage, with respect to the Aircraft, insuring against any loss, theft or damage to the Aircraft, and extended coverage with respect to any engines or parts while removed from the Aircraft, in an amount not less than the Agreed Value defined on Exhibit A for each Aircraft, with a deductible not more than two and one-half percent (2.5%) of the Agreed Value. Such insurance shall provide that all losses shall be adjusted solely with Owner and be payable to Owner as the sole loss payee. \n(b)    Aircraft liability insurance, including war, hijacking and allied perils coverage, with respect to the Aircraft, insuring against liability for bodily injury to or death of persons, including passengers, and damage to or loss of property, in an amount not less than the minimum amount required by any governmental organization having jurisdiction over the territory where the aircraft is being operated and in no event less than $25,000,000 combined limit per occurrence (except with respect to war risks, hijacking and allied perils coverage, which shall be subject to a policy sub-limit in an amount not less than the minimum amount required by any governmental organization having jurisdiction over the territory where the aircraft is being operated and in no event less than $25,000,000 combined limit per occurrence and in the annual aggregate for bodily injury to or death of, and property damage to, third parties). \n(c)    All coverages required by this Section 5.1 shall include the following provisions:", "source": "agreement_21.md" }, { "id": "735", "text": "(c)    All coverages required by this Section 5.1 shall include the following provisions: \n(i)    such insurance shall be primary without any right of contribution from any other insurance available to Manager or Owner; \n(ii)    such insurance shall contain a standard clause as to cross liability or severability of interests among insured parties providing that the insurance shall operate in all respects as if a separate policy had been issued covering each party insured except for limits of liability; \n(iii)    such insurance shall cover the operation of the Aircraft; \n(iv)    such insurance shall name Owner as the Named Insured and shall name Manager, its affiliates, successors and assigns and their respective officers, directors, members, managers, employees, agents and representatives (the \"Manager Additional Insureds\") as additional insureds; \n \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "736", "text": "(v)    the geographic limits of such insurance shall be worldwide, except that in the case of war, hijacking and allied perils coverage, the coverage territory shall be subject to such excluded territories as is usual in the aviation insurance industry; \n(vi)    such insurance shall provide that not less than 30 calendar days’ advance written notice (except 10 days’ written notice for non-payment of premium and such shorter period as is customarily available under the war, hijacking and allied perils insurance) shall be given to Manager and Owner of cancellation by any party or adverse material change or reduction in the limits of coverage applicable to Manager or Owner under the policies; \n(vii)    such insurance shall contain an invalidation of interest/breach of warranty clause in favor of Owner providing that the coverage afforded to Owner will not be voided or invalidated by any act or neglect of any of the Manager Additional Insureds or any other insured party, for the avoidance of doubt the invalidation of interest/breach of warranty clause required by this provision shall apply to coverages required by Section 5.1(a) and 5.1(b) (subject to underwriter approval); \n(viii)    such insurance shall contain an invalidation of interest/breach of warranty clause in favor of Manager Additional Insureds, providing that the coverage afforded to such parties will not be voided or invalidated by any act or neglect of Owner or any other insured party (subject to underwriter approval); \n(ix) such insurance shall contain a waiver of subrogation in favor of both Owner and Manager; and", "source": "agreement_21.md" }, { "id": "737", "text": "(ix) such insurance shall contain a waiver of subrogation in favor of both Owner and Manager; and \n(x) such insurance will be issued by an insurer of recognized reputation and responsibility which is satisfactory in the reasonable discretion of the Owner. (d)    Manager shall provide to Owner prior to the first operation of the Aircraft under Manager's Policies an insurance certificate reflecting the coverage required by the Agreement and thereafter, when it becomes available, a copy of the policy showing the applicable coverages. Manager shall provide Owner an insurance certificate upon renewal annually. 5.2    Additional Manager's Insurance Obligations. During the Term, Manager will maintain in full force and effect, at its own expense: (a)    Workers' Compensation Coverage that provides applicable statutory benefits and Employer Liability Coverage in an amount of not less than $500,000, or such higher amount required by any applicable law, covering all employees of Manager; \n(b)    Premises General Liability insurance, including hangarkeeper's liability coverage and including premises liability coverage, in the amount of $25,000,000 per occurrence, \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "738", "text": "and products and completed operations coverage in the amount of $10,000,000 per occurrence and in the aggregate; and \n(c)    Fire and extended coverage insurance on Manager's and Owner’s personal property, trade fixtures and equipment located in or on the Flight Operations Office, in an amount equal to the full replacement value thereof. 5.3    Owner’s Insurance Obligations. During the Term, Owner will maintain in full force and effect, at its own expense: (a)    Fire and extended coverage insurance on Owner’s personal property, trade fixtures and equipment located in or on the Base of Operations, in an amount equal to the full replacement value thereof. 5.4    Insurance Validity. In the event that any insurance on the Aircraft which is required by this Article V is invalidated for any reason, the Aircraft shall not be operated until such time as all such insurance is again valid and in full force and effect. \n \nARTICLE VIINDEPENDENT CONTRACTOR \n6.1    Independent Contractor. Manager shall be deemed to be an independent contractor with respect to Owner. Manager shall be free to devote to its other business such portion of its entire time, energy, efforts and skill, as it sees fit. Manager shall have no mandatory duties, except those which are specifically set out in this Agreement. Nothing contained in this Agreement shall be regarded as creating any relationship (employer/employee, joint venture, partnership) between the Parties other than as specifically set forth herein.", "source": "agreement_21.md" }, { "id": "739", "text": "6.2    No Agent Status. Except as specifically set forth in Section 2.3(c), Manager shall never at any time during the Term become the agent of Owner, and Owner shall not be responsible for the acts or omissions of Manager or its agents except as set forth herein. 6.3    No Employee Status. No employee of Manager will, at any time, represent himself or herself to be an employee of Owner and no employee of Owner will, at any time, represent himself or herself to be an employee of Manager.  \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "740", "text": "ARTICLE VIIALTERATIONS \n7.1    Alterations. Manager shall not have the right to alter, modify or make any additions or improvements to the Aircraft, other than those necessary to obtain and maintain FAA certification, to maintain the Aircraft in accordance with the terms hereof or to ensure that the Aircraft conforms to Manager's Manual, without prior written permission from Owner. All such alterations, modifications, additions and improvements as are so made shall be at the cost of the Owner and shall become the property of Owner and shall be subject to the terms of this Agreement. ARTICLE VIIITITLE 8.1    Title. Owner hereby represents and warrants that it is the registered owner of the Aircraft and has full right, power and authority and has secured all necessary consents to enter into this Agreement with Manager. It is expressly agreed and acknowledged that this Agreement is a lease and management contract, and that Manager acquires no ownership, title, property rights or interests in or to the Aircraft except those that are specifically set forth in this Agreement.", "source": "agreement_21.md" }, { "id": "741", "text": "ARTICLE IXRISK OF LOSS OR DAMAGE TO AIRCRAFT 9.1    Risk of Loss or Damage to Aircraft. Risk of loss or damage to the Aircraft shall at all times be borne by Manager. If, during the Term, the Aircraft is destroyed, lost or damaged beyond repair, this Agreement shall terminate immediately, unless otherwise agreed to by both Parties. ARTICLE XINDEMNIFICATION 10.1    Indemnification. Each Party to this Agreement hereby indemnifies and holds harmless the other Party and its respective officers, directors, managers, partners, employees, shareholders, members and affiliates from and against any claim, damage, loss or reasonable expense, including, without limitation, reasonable attorneys' fees, resulting from bodily injury or property damage to third parties caused by an occurrence and arising out of the ownership, maintenance or use of the Aircraft that results from the negligence or willful misconduct of such indemnifying Party (an \"Indemnified Loss\"); provided, however, that neither Party to this Agreement will be liable for any Indemnified Loss: \n(a)    to the extent that such loss is covered by the insurance policies described in Article V above (the \"Policies\"), or in the event the other Party fails to maintain the insurance coverages it is required to maintain pursuant to said Article V, such loss would have been covered under the required coverages had they been in effect; \n \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "742", "text": "(b)    with respect to a loss covered by the Policies, to the extent that the amount of such loss exceeds the policy limits required by Article V above; \n(c)    with respect to a loss consisting of expenses incurred in connection with a loss covered in whole or in part by the Policies, to the extent that such expenses are not fully covered by the Policies; or \n(d)    to the extent of the comparative negligence or willful misconduct of the indemnified Party or its officers, directors, managers, partners, employees, shareholders, members and affiliates. \n10.2    Indemnification by Manager. Manager will indemnify Owner for direct physical damage to the Aircraft proven to have been caused by Manager's gross negligence or willful misconduct (\"Gross Negligence/Willful Misconduct Aircraft Damage\"); provided, however, that Manager will not indemnify Owner for any Gross Negligence/Willful Misconduct Aircraft Damage: (a)    to the extent that coverage for such damage is provided by Manager's Policies required to be maintained by Manager by Article V above; or", "source": "agreement_21.md" }, { "id": "743", "text": "(b)    with respect to such damage for which coverage is provided by Manager's Policies, to the extent that the amount of such damage exceeds the agreed insured value specified in Article V above. If any Gross Negligence/Willful Misconduct Aircraft Damage is not covered by Manager's Policies solely because it is less than an applicable deductible amount set forth in Article V above, Manager will indemnify Owner for the amount of any such damage up to the amount of such deductible.  10.3    LIMITATION OF LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER SECTION 10.1 (AND IN THE CASE OF OWNER, ITS RIGHTS TO INDEMNIFICATION UNDER SECTION 10.2) (AND IN THE CASE OF MANAGER, ITS RIGHTS TO INDEMNIFICATION UNDER SECTIONS 2.3, 2.8 AND 10.4), AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL", "source": "agreement_21.md" }, { "id": "744", "text": "(C) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL BREACH OF THE OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. OWNER WAIVES ALL RIGHTS OF RECOVERY AGAINST MANAGER AND MANAGER ADDITIONAL INSUREDS FOR ANY LOSS OR DAMAGE TO THE AIRCRAFT, EXCEPT AS SET FORTH IN SECTIONS 10.1 and 10.2 ABOVE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THIS SECTION 10.3 AND SECTION 10.4 BELOW, EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR, OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR, ANY INDIRECT, SPECIAL, INCIDENTAL,", "source": "agreement_21.md" }, { "id": "745", "text": "Owner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "746", "text": "CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 10.4    Failure of Insurance Policies. When any of the policies to be maintained by Manager pursuant to Section 5.3 above are utilized, any indemnification provided by Manager to Owner, any waiver of any claim and any agreements to be liable for damages set forth in this Article X shall not apply to the extent that such policies have failed to provide the insurance coverage required by Section 5.3, except in the event such failure arises from or is related to any action or inaction on the part of Owner. Furthermore, Manager agrees to indemnify Owner for any Indemnified Loss resulting from the failure of such policies to comply with the requirements of Section 5.3 above, except in the event such failure arises from or is related to any action or inaction on the part of Owner.", "source": "agreement_21.md" }, { "id": "747", "text": "10.5    Survival. The provisions of this Article X will survive the termination or expiration of this Agreement. ARTICLE XIMISCELLANEOUS PROVISIONS 11.1    Entire Agreement. This Agreement constitutes the entire understanding between the Parties as of the Effective Date and supersedes all prior agreements between the Parties which concern the Aircraft. Any change, modification or amendment to this Agreement must be in writing signed by both Parties and must specifically state that it is intended to change, modify or amend this Agreement. 11.2    Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be effective for all purposes if hand delivered to the Party designated below or if sent by (a) certified or registered United States mail, postage prepaid; (b) by expedited delivery service, either commercial or United States Postal Service, with proof of delivery; or (c) by facsimile (provided that such facsimile is confirmed by expedited delivery service or by mail in the manner previously described), addressed as follows: If to Manager:             Brim Equipment Leasing, Inc.Attention: Julie Brim, PresidentPhysical Address: 455 Dead Indian Memorial Rd, Ashland, OR 97520Mailing Address: PO Box 3009, Ashland, OR 97520email: Julie@brimaviation.com with a copy to Wexford Capital LP – 411 West Putman Ave.Greenwich, CT 06830Attn: Legal \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "748", "text": "email: legal@wexford.com \n \nIf to Owner:                Cobra Aviation Services LLCMark LaytonChief Financial Officer14201 Caliber Drive, Suite 300Oklahoma City, OK 73134Phone: 405.563-9961mlayton@mammothenergy.com \nWith a copy to:            McAfee & Taft A Professional CorporationScott D. McCreary / John R. Chubbuck10th Floor, Two Leadership Square211 N RobinsonOklahoma City OK 73102-7103Phone: 405.235.9621Scott.mccreary@mcafeetaft.comjohn.chubbuck@mcafeetaft.com", "source": "agreement_21.md" }, { "id": "749", "text": "or to such other address and person as shall be designated from time to time by Manager or Owner, as the case may be, in a written notice to the other in the manner provided for in this Section 11.2. The notice shall be deemed to have been given at the time of delivery if hand delivered, or on the next business day after transmission if sent by confirmed facsimile, or in the case of registered or certified mail, on the third business day after deposit in the United States mail, or if by expedited delivery, upon the first attempted delivery on a business day. A Party receiving notice which does not comply with the technical requirements for notice under this Section 11.2 may elect to waive any deficiencies and treat the notice as having been properly given. 11.3    Compliance with Laws. Manager and Owner shall comply with all federal, state and local laws and executive orders and regulations issued pursuant thereto, including, without limitation, and to the extent applicable to this Agreement, all FARs, to the extent of their obligations under this Agreement. 11.4    Rights and Remedies. Manager and Owner’s rights and remedies with respect to any of the terms and conditions of this Agreement shall be cumulative and non-exclusive and shall be in addition to all other rights and remedies which either Party possesses at law or in equity except as otherwise provided in this Agreement. 11.5    Invalidity. In the event that any one or more of the provisions of this Agreement shall be determined to be invalid, unenforceable or illegal, such invalidity, unenforceability and illegality shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, unenforceable or illegal provision had never been contained herein.  \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "750", "text": "11.6    Force Majeure. Each Party shall be relieved of its obligations hereunder (other than payment obligations) in the event and to the extent that the Party's performance is delayed or prevented by any cause reasonably beyond such Party's control, including, without limitation, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes, or any acts or order of any governmental authority. 11.7    Waiver. No delay or omission in the exercise or enforcement of any right or remedy hereunder by either Party shall be construed as a waiver of such right or remedy. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and not mutually exclusive. 11.8    Assignment. Neither this Agreement nor any Party's interest herein shall be assignable to any other Party without the prior written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their heirs, representatives and successors. 11.9    Confidentiality. Manager and Owner shall not disclose to any third party (other than their respective employees, advisors and affiliates) in any manner information regarding the terms of this Agreement without the non-disclosing Party's prior written consent; provided, however, that neither Party shall be prohibited from making any disclosures to the FAA in connection with the certification process contemplated in Section 4.1 above or to the extent required by law. 11.10    Review of Records. Each Party shall permit the other, upon reasonable request, to review its accounting and other cost records relating to the Aircraft so the other Party can conduct an audit of such records as that other Party reasonably deems necessary.", "source": "agreement_21.md" }, { "id": "751", "text": "11.11    Exhibits. Exhibits referred to herein are attached hereto and incorporated herein for all purposes. ARTICLE XIIAPPLICABLE LAW 12.1    Governing Law, Jurisdiction and Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED IN THE COURTS OF THE STATE OF DELAWARE OR, IF SUCH COURTS LACK SUBJECT MATTER JURISDICTION, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT IN ACCORDANCE WITH SECTION 11.2 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_", "source": "agreement_21.md" }, { "id": "752", "text": "ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. FINALLY, DUE TO THE COMMERCIAL NATURE OF THIS AGREEMENT AND THE COMPLEX AVIATION REGULATORY SCHEME, OWNER AND MANAGER EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTES ARISING FROM THIS AGREEMENT. \n[Signatures on Next Page] \n \nOwner Initials: \\_\\_\\_        Manager Initials: \\_\\_\\_\\_\\_ \n\n\n---\n\n \n \n \nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. \nManager:                        Owner: \nBrim Equipment Leasing, Inc.            Cobra Aviation Services LLC \n \n \nBy: /s/ Julie Brim         By: /s/ Mark Layton Name: Julie Brim                    Name: Mark LaytonTitle: President                    Title: Chief Financial Officer", "source": "agreement_21.md" }, { "id": "753", "text": "EXHIBIT A \nAIRCRAFT LISTING \nOne (1) McDonnell Douglas Helicopter model 600N aircraft bearing manufacturer’s serial number RN045 and United States Registration Number N745BW; and one (1) Rolls-Royce Corporation model 250-C47M aircraft engine bearing manufacturer’s serial number CAE-847831 (collectively the “N745BW Aircraft”) \n \nRequired Hull Insurance Amount \nN745BW: $1,100,000 \nCharter Lease Rates \n\n\n| | |\n| --- | --- |\n| | |\n| Third Party Charter Lease Rate: | An Amount equal to the cost of Owner’s working capital plus 10% / Flight Hour. |\n\n \nOwner Charter Lease Rate:        $1 / Flight Hour", "source": "agreement_21.md" }, { "id": "754", "text": "EXHIBIT B \nGROUND SUPPORT EQUIPMENT \n\n\n| |\n| --- |\n| |\n| | |\n| SUPPORT EQUIPMENT | VIN / SERIAL NUMBER |\n| 1987 BEALL FUEL TRAILER | 1BN1T2422HP182220 |\n| 2001 FORD F250 | 1FTNW21FX1ED64143 |\n| 2003 FORD F250 TRUCK | 1FTNX21F23EA61812 |\n| 2005 CHEVY FUEL TRUCK | 1GBE4E3225F503817 |\n| 2007 CHEVY FUEL TRUCK | 1GBE4E3257F416416 |\n| 2007 FORD F650 FUEL TRUCK | 3FRNW65F77V418659 |\n| 2011 FORD F450 |   |\n| 1984 KENWORTH BATCH TRUCK | 1XKWD29X1ES322866 |\n| MISC HELICOPTER PARTS |   |\n| 300 GALLON FUEL TRAILER | 129697 |\n| 6000 GALLON FUEL TRAILER | 1BN1T2730DP151070 |\n| HELI WAGON 12'x12' |   |\n| HELI WAGON 12'x12' |   |\n| SILVER SUPPORT TRAILER | 4SMSP2433YS001577 |\n| HELI - PLATFORM 14'X14' |   |\n| HELI - PLATFORM 14'X14' |   |\n| F650 Fuel Truck 600 gallon Tank | 3FRNW65Z85V109449 |\n\n \n \n \n\n\n---\n\n \n \n \n \nEXHIBIT C \nOWNER CHARTER RATE \nOwner Charter Rate: Manager’s hourly Costs of operating the Owner Charter plus 10% of such Costs.", "source": "agreement_21.md" }, { "id": "755", "text": "EX-10.2\n3\nc18992exv10w2.htm\nAIRCRAFT LEASE AGREEMENT\n\nexv10w2\n\n##### \n\n\n\n\n\nAIRCRAFT LEASE AGREEMENT\n\nEffective September 20, 2007\n\n\nBetween\n\n\nCapitalineFlight Services, LLC (“Lessor”)\n\n\nAnd\n\n\nUS BioEnergy Corporation (“Lessee”)\n\n\nRegarding\n\n\n2007 Cessna T206H Turbo Stationair, Nav III\n\n\nManufacturer’s Serial No: T20608758\n\n\nFAA Registration Mark: N2451A\n\n\n1\n\n\n\n\n\n\n---", "source": "agreement_23.md" }, { "id": "756", "text": "**THIS AIRCRAFT LEASE AGREEMENT** (the “Agreement”) is entered into this 2nd day of October,\n2007, between, Capitaline Flight Services, LLC a South Dakota limited liability company, with its\nprincipal office in Brookings, South Dakota (“Lessor”); and US BioEnergy Corporation, a South\nDakota corporation, with its principal office in Inver Grove Heights, Minnesota (“Lessee”).\n\n     WHEREAS, Lessor wishes to lease on an hourly basis its Cessna T206H Turbo Stationair, Nav III,\nManufacturer’s Serial Number T20608758, Federal Aviation Administration (“FAA”) Registration Mark\nN2451A, and the appliances, communications equipment, accessories, instruments and other items of\nequipment installed thereon (the “Aircraft’) to Lessee, and Lessee wishes to lease the Aircraft\nfrom Lessor;\n\n     NOW, THEREFORE, in consideration of and subject to the terms and conditions herein, Lessor and\nLessee agree as follows:\n\n**1. LEASE; TERM**\n\n     a. Effective Date. This Agreement is effective as of September 20, 2007.\n\n     b. Lease Term. Lessee hereby agrees to lease the Aircraft on a non-exclusive hourly\nbasis from Lessor, and Lessor hereby agrees lo lease the Aircraft to Lessee, pursuant to the terns\nand conditions in this Agreement. Lessor reserves the right of use of the Aircraft by Lessor or\nother lessees of the Aircraft. This Agreement shall commence on the first date written above and\ncontinue in full force until terminated by either party upon 30 day’s prior written notice or\nearlier pursuant to Section 7, below.", "source": "agreement_23.md" }, { "id": "757", "text": "c. Availability and Delivery. The Aircraft shall be available to Lessee, and shall be\nscheduled for use, on an as-needed and first-come, first-serve basis with respect to use by Lessor,\nLessee and other lessees of the Aircraft. In order to schedule the use of the Aircraft, Lessee\nshall contact Lessor and specify the dates and times use of the Aircraft is requested. At such\ntime, Lessor shall indicate whether or not the Aircraft is available. Should the Aircraft not be\navailable at the requested time, Lessor may indicate alternative dates and times the Aircraft is\navailable to Lessee. Lessee shall not have the right to use the Aircraft for a period of time that\nwould exceed 7 consecutive days without the prior consent of Lessor. The home base of operation of\nthe Aircraft shall be Brookings, SD (“Base of Operations”).\n\n**2. USE OF AIRCRAFT**\n\n     a. Permitted Use. Notwithstanding anything herein to the contrary, during the times\nthe Aircraft is leased to Lessee:\n\n     i. Operations. Lessee’s operations shall be conducted under Part 91 of the\nFederal Aviation Regulations. In no event shall any revenue passengers or cargo be\npermitted on board the Aircraft during any such flights.", "source": "agreement_23.md" }, { "id": "758", "text": "ii. Dry Lease. The parties intend that this Agreement shall constitute a “dry”\noperating lease. During each usage by Lessee, Lessee shall have possession, command, and\noperational control over the Aircraft, aircrew and maintenance; provided that during each\nreserved use by Lessor or other lessee of the Aircraft, Lessor or such other lessee, as\napplicable, shall have possession command and operational control of the Aircraft.\n“Operational control” shall mean, consistent with 14 C.F.R. § 1.1 and FAA guidelines, the\nexercise of authority over initiating, conducting, or terminating a flight. Lessee shall\n\n2", "source": "agreement_23.md" }, { "id": "759", "text": "exercise complete control over the phases of operation of the Aircraft requiring\naviation expertise for all flights under this Agreement.\n\n     iii. Flight Crew. Lessee shall be solely responsible for supplying a flight\ncrew for Lessee’s operations of the Aircraft, as Lessee’s expense. Lessee shall ensure that\nall flight crews (1) are FAA certified and duly qualified to operate the Aircraft in\naccordance with all applicable laws and regulations; and (2) meet the applicable\nrequirements of, and are qualified and approved under, Lessor’s insurance policies in\nSection 8 of this Agreement.\n\n     iv. Pilot in Command. Lessor and Lessee acknowledge and agree that, contrary\nprovisions of Section 2 notwithstanding, (i) the pilot in command (“PIC”) of any flight, in\nher or his sole discretion, my terminate the flight, refuse to commence the flight, or take\nany other flight-related action which in her or his sole judgment is necessitated by\nconsiderations of safety, (ii) the PIC of any flight shall have final and complete\nauthority to postpone or cancel the flight for any reason or condition which in his or her\njudgment would compromise the safety of the flight, and (iii) no such action of the PIC\nshall create or support any liability for loss, injury, damage, or delay to Lessor.\n\n     v. Security Precautions. Lessee shall at all times use reasonable care and\ndiligence to maintain the security and safety of the Aircraft and to abide by applicable\nsecurity regulations and recommendations of the FAA, Department of Transportation, or local\nairport authorities. Lessee shall secure or hangar the Aircraft at any time it is to be\nunattended by Lessee or Lessee’s crew.", "source": "agreement_23.md" }, { "id": "760", "text": "vi. Lessee and Lessor (or their authorized agents) shall execute certificates of\nacceptance of delivery and acceptance of redelivery of the Aircraft prior to each use of\nthe Aircraft by Lessee and following redelivery of the Aircraft to Lessor after such use by\nLessee. Following each use by Lessee hereunder, the Aircraft shall be returned to the Base\nof Operation by Lessee.\n\n     b. Compliance with Laws. Lessee shall not use or cause or permit the Aircraft to be\nused in any way inconsistent with state, federal or international law or the law of any place to\nwhich the Aircraft may go, or contrary to any manufacturer’s operation manuals and instructions, or\nin violation of any airworthiness certificate, license or registration. Lessee shall not use or\ncause or permit the Aircraft to be used in any way that would endanger the registration or\nairworthiness of the Aircraft.\n\n     c. Compliance with Insurance. Lessee shall not operate the Aircraft or permit or\nsuffer the Aircraft to be operated in conflict with the terms of the insurance coverage pursuant to\nSection 8 of this Agreement. Lessee shall abide by all geographical limitations of such insurance.\n\n**3. RENT, TAXES AND PAYMENTS**\n\n     a. Rent. As rent for the lease of the Aircraft, the Lessee shall pay to the Lessor\nthe amounts set forth in Schedule 1 (“Rent”). Lessee will pay Rent to Lessor no later than the\n15th day of the calendar month for the rental activity in the preceding month.", "source": "agreement_23.md" }, { "id": "761", "text": "b. Taxes. Lessee shall be responsible for any taxes (other than those based on\nLessor’s income), including but not limited to sales, use, embarkation or passenger departure\ntaxes, customer duties, charges or levies of the United States, any state or local government or\nany\n\n3", "source": "agreement_23.md" }, { "id": "762", "text": "foreign government related to Lessee’s use, possession, or lease of the Aircraft (collectively\n“taxes”). Except as otherwise specified in Schedule 1 or any applicable invoice, neither the Rent\nnor any other payments to be made by Lessee under this Agreement includes the amount of any such\ntaxes which may be assessed or levied by any taxing jurisdictions as a result of the lease of the\nAircraft to Lessee, or the use of the Aircraft by Lessee. Lessee shall be responsible for, shall\nindemnify and hold harmless Lessor against, and shall remit to Lessor all such Taxes together with\neach payment of Rent at the time required by applicable taw.\n\n     c. Operating Costs. Lessee shall be responsible for all expenses related to Lessee’s\nuse of the Aircraft, including, without limitation, all necessary ground and flight operations\nsupport such as charts, forms, aircraft cleaning (interior and exterior), lavatory service,\ndeicing, catering, and aircraft stocks (i.e. newspapers, beverages, snacks), all landing fees and\nother Airport charges assessed or imposed away from the Base of Operations, all fuel, oil, and\nlubricants, and all crew hiring costs and crew expenses. Lessee shall pay all such expenses\ndirectly unless otherwise agreed to in advance by Lessor. To the extent Lessor pays for such\nexpenses, Lessor shall invoice Lessee for the expenses in conjunction with the invoices for the\nRent and Lessee will reimburse Lessor in accordance with Section 3(a).\n\n     d. Payments. All payments or reimbursements due by virtue of this Agreement shall be\nmade to the Lessor at such address or bank accounts as may be specified to Lessee by Lessor by\nwritten notice from time to time.\n\n**4. TITLE AND SECURITY**", "source": "agreement_23.md" }, { "id": "763", "text": "**4. TITLE AND SECURITY**\n\n     a. Title; No Liens. Title to the Aircraft and all equipment subject to this Agreement\nis retained by Lessor at all times. Lessee may not pledge or encumber the Aircraft in any manner\nwhatsoever, nor permit any liens, other than liens arising by operation of law or liens solely\nattributable to Lessor, to attach thereto, and Lessee shall promptly cause to be removed any such\nlien which may be placed on the Aircraft as a result of Lessee’s action or inaction hereunder.\nExcept as set forth in the immediately subsequent paragraph (b), Lessor shall not permit any lien\nor encumbrance of any kind whatsoever to be created or exist upon the Aircraft if such lien or\neucumbrance may or does interfere with Lessee’s quiet use and enjoyment of the Aircraft hereunder.\n\n     b. Security Interests. In the event that this Agreement or the Aircraft are subject to\na security agreement between Lessor and its lender, all rights of Lessee under this Agreement will\nbe subordinate to the rights of under such a security agreement. To the extent, if any, that this\nAgreement constitutes chattel paper under the UCC in connection with such a security agreement, the\noriginal of this Agreement shall be delivered to the lender upon demand as sectary for the\nobligation of Lessor.\n\n**5. REGISTRATION**\n\nLessee undertakes that at all times under this Agreement it shall not do or allow to be done\nanything whereby the registration of the Aircraft with the FAA may be forfeited or imperiled.\n\n**6. MAINTENANCE; COSTS OF OPERATION; NO ALTERATIONS**", "source": "agreement_23.md" }, { "id": "764", "text": "**6. MAINTENANCE; COSTS OF OPERATION; NO ALTERATIONS**\n\n     a. Maintenance. Lessor shall pay for costs of any repairs or maintenance of the\nAircraft required during the term associated with Lessee’s use, movement and operation of the\nAircraft, including, without limitation, all service, repairs, tests, and maintenance necessary to\n\n4", "source": "agreement_23.md" }, { "id": "765", "text": "maintain the Aircraft in accordance with FAA regulations, as amended from time to time;\nprovided, however, Lessee shall be responsible and pay for any maintenance and repairs to the\nAircraft which are the result of misuse of the Aircraft by Lessee or otherwise occasioned by the\nnegligence or willful misconduct of Lessee, its employees, and guests. Lessor shall have no\nexpense or liability for repair or maintenance delays and shall not be liable to Lessee for any\ndamage from loss of profit or loss of use of Aircraft, either before or after delivery of Aircraft\nto Lessee. Lessee shall clean the interior of the Aircraft after each use by Lessee. Lessee shall\npromptly notify Lessor of any damage or required maintenance or repair of the Aircraft or the\nperformance of any such repair and maintenance.", "source": "agreement_23.md" }, { "id": "766", "text": "b. Aircraft Documents. Lessor shall maintain and preserve, or cause to be maintained\nand preserved, in the English language, all Aircraft Documents required by the FAA, the Aircraft\nmanufacturer and the manufacturers of all component parts thereof, and in a current, accurate, and\ncomplete manner and shall be available at all reasonable times for examination and inspection by\nLessee. For purposes of this Agreement, “Aircraft Documents” means all records and documents (i)\nrequired by the applicable law or any manufacturer’s warranty or any applicable maintenance service\nplan to be maintained with respect to the Aircraft (ii) customarily maintained with respect to\naircraft of the same category and class as the Aircraft, or (iii) otherwise associated with the\nAircraft, including without limitation, flight records, maintenance and inspection records,\nmodification and repair records, overhaul records, historical records, manuals, logbooks,\nauthorizations, and drawings. Notwithstanding the foregoing, at any times that Aircraft is in the\npossession, command and control of Lessee, Lessee shall complete and maintain all Aircraft\nDocuments as required by applicable laws and regulations in connection with such lease and use of\nthe Aircraft by Lessee. All Aircraft Documents shall remain the sole property of Lessor.\n\n     c. No Alterations. Lessee shall not alter, modify, or make additions or improvements\nto the Aircraft without the prior written permission of Lessor, and any such alterations,\nmodifications, additions or improvements shall immediately become the property of Lessor.", "source": "agreement_23.md" }, { "id": "767", "text": "d. Maior Maintenance Events. Notwithstanding anything to the contrary in this Section\n6, Lessee shall be entitled to reimbursement from Lessor for all amounts paid directly to third\nparties for, or may request that Lessor directly pay, any invoice received in connection with, any\nunusual, non-routine, or extraordinary maintenance or repairs, except when the result of misuse or\noccasioned by the negligence or willful misconduct of Lessee, its employees or guests, as provided\nin paragraph 6.a. above, including, without limitation, in each case, costs of engine overhauls and\ncosts associated with routine schedule maintenance and inspections. Lessee shall not contract for\nor incur any such expense without the prior approval of Lessor.\n\n**7. TERMINATION**\n\n     a. By Lessor. Lessor may immediately terminate this Agreement upon the occurrence of\nany one of the following:\n\n     i. In the event Lessee fails to pay Rent or other sums due under this Agreement, and\nsuch failure is not corrected within 15 days after receipt by Lessee of written notice by\nLessor, or\n\n     ii. In the event Lessee operates the Aircraft in a manner not permitted by Lessor’s\ninsurance or FAA rules or regulations, upon written notice to Lessee; or\n\n5", "source": "agreement_23.md" }, { "id": "768", "text": "iii. In the event Lessee fails to observe or fulfill any term, condition and/or\nprovision of this Agreement other than those specified in Sections 7(a)(i) or 7(a)(ii) and\nsuch failure is not corrected within 30 days after receipt by Lessee of written notice from\nLessor.\n\n     b. By Lessee. Lessee may immediately terminate this Agreement in the event Lessor\nfails to observe or fulfill any term, condition and/or provision of this Agreement and such failure\nis not corrected within 30 days after written notice by Lessee.\n\n     c. Rights Upon Termination. Upon the termination of this Agreement, rights of the\nLessee as to the Aircraft pursuant to this Agreement shall immediately cease and terminate. If the\nLessor terminates this Agreement as provided in this Section 7, Lessee shall notwithstanding such\ntermination, be liable to the Lessor for any arrears of Rent or other amounts due under this\nAgreement. The provisions of Sections 4, 5, 6 and 8 shall survive the termination of this\nAgreement.\n\n**8. INSURANCE AND INDEMNIFICATION**\n\n     a. Insurance. Lessor shall provide insurance coverage related to Lessee’s possession,\nuse, maintenance and operations of the Aircraift, under policies in form and substance and with\ninsurers reasonably satisfactory to Lessee, as follows:", "source": "agreement_23.md" }, { "id": "769", "text": "i. Liability. The policies will insure liability for personal injuries, death\nor property damages, arising or occasioned in any manner by the acts or omissions of\nLessor, Lessee, or others with respect to the custody, operation or use of or with respect\nto said Aircraft in an amount not less than $1,000,000 per occurrence relative to\nthe personal injuries and/or death, and relative to the property damage of others, all set\nwithin a single limit of coverage. Lessee shall be an additional named insured on said\npolicies.\n\n     ii. Hull Insurance. The policies will insure against the loss or damage from\nany cause or causes to the Aircraft for not less than $500,000 unless a different value is\nagreed upon in writing between Lessee and Lessor. The policies shall be for the benefit of\nLessor with Lessor named as the sole loss payee. Any policies insuring against the loss or\ndamage to the Aircraft will provide a waiver of subrogation in favor of Lessee. Lessee\nshall be responsible and shall reimburse Lessor for the amount of the deductible, if any,\nif the damage to said Aircraft is incurred during Lessee’s use hereunder. Such deductible\nwill not exceed $5,000 in motion or $2,000 not in motion unless agreed upon in writing\nbetween Lessee and Lessor. Such policies need not include coverage against war risks.", "source": "agreement_23.md" }, { "id": "770", "text": "iii. Conditions. The policies shall also specifically grant approval for all\nLessee’s pilots that meet the requirements of the policies, including, without limitation,\npilots approved by the insurer and pilots that meet the requirements of any “open pilot\nwarranty” under the policy. Such insurance under this Section 8 shall be primary, without\nany right of contribution from Lessee or any insurance maintained by Lessee. Lessor’s\ninsurance shall provide that any cancellation or substantive change in coverage shall not\nbe effective as to Lessee without written notice to Lessee from Lessor’s insurer at least\n10 days for cancellation due to nonpayment, 7 days for cancellation due to war risks, or\notherwise 30 days for any other change or cancellation.\n\n     iv. Certificates of Insurance. Lessor shall deliver to Lessee a certificate\nof insurance upon executive of this Agreement, as well as additional certificates from\ntime-to-\n\n6", "source": "agreement_23.md" }, { "id": "771", "text": "time as requested by Lessee, but not less often than annually. Such certificate shall\ninclude evidence of premiums paid and all policy amendments or endorsements necessary to\nsatisfy the requirements of this Section 8.\n\n     b. Indemnification by Lessee. Lessee agrees to indemnify, defend, and hold Lessor and\nall other users of the Aircraft harmless from (i) any and all fines, citations, forfeitures, or\npenalties of any kind imposed by the FAA or any other governmental entity, and (ii) any loss,\ndamage, cost, expense, claim, or liability whatsoever, including attorney fees and related costs,\narising out of operation, use, or possession of the Aircraft by Lessee during the term of this\nAgreement, except to the extent arising from the negligence or willful misconduct by Lessor or\nother users, and except to the extent of insurance proceeds received by Lessor pursuant to the\ninsurance policies in Section 8a, to which the waiver of subrogation may apply.\n\n     c. Indemnification by Lessor. Lessor agrees to indemnify, defend, and hold Lessee\nharmless from any and all fines, citations, forfeitures, or penalties of any kind imposed by the\nFAA or any other governmental entity arising out of the operation, use, or possession of the\nAircraft by Lessor or other users, except to the extent arising out of the negligence or willful\nmisconduct of Lessee.\n\n     d. Additional Coverage. Lessee shall be solely responsible for obtaining any\ninsurance coverages desired on behalf of Lessee in excess of or in addition to the insurance\nmaintained by and on behalf of Lessor as provided herein.\n\n**9. REPRESENTATIONS AND WARRANTIES / DISCLAIMER**", "source": "agreement_23.md" }, { "id": "772", "text": "**9. REPRESENTATIONS AND WARRANTIES / DISCLAIMER**\n\n     a. By Lessor. Lessor represents and warrants to Lessee that Lessor has full authority\nto enter into and fulfill this Agreement and has taken all steps and has done all acts required by\napplicable law to permit Lessor to enter into and fulfill this Agreement, and upon execution, this\nAgreement shall become the legal, valid and binding obligation of Lessor, enforceable in accordance\nwith its terms.\n\n     b. By Lessee. Lessee represents and warrants to Lessor that:\n\n     i. Lessee is not and shall not be bound by any other agreements, restrictions, or\nobligations which do or would in any way interfere with or be inconsistent with or be\nviolated by this Agreement, nor shall Lessee assume any such obligations or restrictions,\nwhich do or would in any way interfere with or be inconsistent with or be violated by this\nAgreement.\n\n     ii. Lessee has full authority to enter into and fulfill this Agreement and has taken\nall steps and has done all acts required by applicable law to permit Lessee to enter into\nand fulfill this Agreement and that upon execution, this Agreement shall become the legal,\nvalid and binding obligation of Lessee, enforceable in accordance with its terms.", "source": "agreement_23.md" }, { "id": "773", "text": "c. Disclaimer; Limitation of Liability. EXCEPT AS EXPRESSLY STATED TO THE CONTRARY\nHEREIN, THE AIRCRAFT IS BEING LEASED BY LESSOR TO THE LESSEE HEREUNDER ON A COMPLETELY “AS IS”,\n“WHERE IS”, BASIS. EACH ACCEPTANCE AND USE BY LESSEE OF THE AIRCRAFT UNDER THIS LEASE SHALL\nCONSTITUTE AN ACKNOWLEDGEMENT BY LESSEE OF ITS INSPECTION OF THE AIRCRAFT AND THAT THE AIRCRAFT IS\nIN ACCEPTABLE CONDITION FOR LESSEE’S USE AND OPERATION UNDER THIS LEASE. THE WARRANTIES AND\n\n7", "source": "agreement_23.md" }, { "id": "774", "text": "REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF, AND OWNER DISCLAIMS\nAND OPERATOR WAIVES, ALL OTHER REPRESENTATIONS OR WARRANTIES OF EVERY KIND WHATSOEVER, WHETHER\nEXPRESS OR IMPLIED OR ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, INCLUDING,\nWITHOUT LIMITATION, REPRESENTATIONS OF AND WARRANTIES, WITH RESPECT TO THE AIRCRAFT, OF\nAIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS,\nCONSTRUCTION AND CONDITION, OPERATION, FITNESS FOR A PARTICULAR USE, ABSENCE OF LATENT AND OTHER\nDEFECTS WHETHER OR NOT DISCOVERABLE, ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR\nCOPYRIGHT, AND QUALITY OF MATERIALS OR WORKMANSHIP. IN NO EVENT SHALL EITHER PARTY TO THIS\nAGREEMENT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND\nWHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF USE, LOSS OF REVENUE OR\nPROFIT.\n\n**10. NOTICES**\n\n     All notices or other communications required under this Agreement shall be in writing and\nshall be effective when delivered personally or deposited in the mail, postage prepaid, and\naddressed to the parties at their respective addresses first written above, unless by such notice a\ndifferent party or address shall have been designated in writing.\n\n**11. MISCELLANEOUS**\n\n     a. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of\nthe parties as of the date hereof and supersedes all prior or independent, oral or written\nagreements, understandings, statements, representations, commitments, promises and warranties made\nwith respect to the subject matter of this Agreement. This Agreement may not be amended except in a\nwriting signed by all parties.", "source": "agreement_23.md" }, { "id": "775", "text": "b. Severability. Any provision of this Agreement which is prohibited or unenforceable\nin any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such\nprohibition or unenforceability without invalidating the remaining provisions hereof, and any such\nprohibitions or unenforceability in any jurisdiction. To the extent permitted by applicable law,\neach of Lessor and Lessee hereby waives any provision of applicable law which renders any provision\nhereof prohibited or unenforceable in any respect.\n\n     c. No Assignment. Neither party may assign its fights or obligations under this\nAgreement without the prior written permission of the other; provided however Lessor may assign all\nof Lessor’s rights and obligations under this Agreement in connection with the sale or other\ntransfer of the ownership of the Aircraft, in which case, Lessor shall be relieved of an from any\nliability with respect to the obligations and covenants of Lessor contained in this Agreement\narising out of any act or occurrence occurring after the date of such sale or transfer, so long as\ntransferee shall assume and agree to carry out the covenants and obligations of Lessor under this\nAgreement.\n\n     d. Further Assurances. The parties hereto agree to cooperate with each other in\neffectuating this Agreement, and, at the reasonable request of the other party, to execute and\ndeliver such further documents or instruments and take such further actions as shall reasonably be\nrequested in order to carry out the proposes of this Agreement.\n\n8", "source": "agreement_23.md" }, { "id": "776", "text": "e. No Waiver. Neither party shall be deemed to have waived any breach by the other\nparty of any provision of this Agreement unless it expressly does so in writing. If either patty\nshall expressly waive any right hereunder, such waiver shall not be construed as a continuing\nwaiver of other rights under the same or other provisions of this Agreement.\n\n     f. Force Majeure. Either party shall be relieved of its obligations hereunder if the\nperformance hereof is delayed or prevented or interrupted by any cause beyond its reasonable\ncontrol, including but not limited to, acts of God, public enemies, war, civil disorder, fire,\nflood, explosion, labor disputes or strikes, or any acts or orders of any governmental authority.\n\n     g. Attorneys Fees. In the event any action or proceeding is initiated to enforce any\nterm or provision of this Agreement, then the prevailing party in such action or proceeding shall\nbe entitled to recover, in addition to all other rights and remedies available in law and in\nequity, reasonable attorney fees and expenses incurred in connection therewith.\n\n**12. GOVERNING LAW**\n\nThis Agreement shall be governed by and interpreted in accordance with the laws of the State of\nSouth Dakota (excluding its choice of law rules) and the United States of America.\n\n**13. TRUTH IN LEASING**\n\n**TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS.**\n\na. LESSEE WILL CONTINUE AT ALL TIMES UNDER THIS LEASE TO MAINTAIN AND\nINSPECT THE AIRCRAFT UNDER FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED UNDER THIS LEASE.", "source": "agreement_23.md" }, { "id": "777", "text": "b. LESSEE AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE\nAIRCRAFT IS OPERATED UNDER THIS AGREEMENT, LESSEE SHALL BE KNOWN AS, CONSIDERED, AND SHALL\nIN FACT BE THE OPERATOR OF THAT AIRCRAFT. LESSEE IS RESPONSIBLE FOR OPERATIONAL CONTROL OF\nTHE AIRCRAFT UNDER THIS LEASE.\n\nc. THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS BEARING ON\nOPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE\nNEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.\n\n**LESSEE HEREBY ACKNOLWEDGES THIS TRUTH IN LEASING STATEMENT AND THAT LESSEE UNDERSTANDS THE\nRESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL REGULATIONS.**\n\n\n\n\n| | | | | |\n\n| \nSignature of Lessee: | | /s/ \nGregory S. Schlicht | | |\n|  \n | | | | |\n|   | | | | |\n| Printed\nName of Lessee: | |  Gregory S. Schlicht | | |\n|  \n | |   | | |\n\n\n\n9", "source": "agreement_23.md" }, { "id": "778", "text": "IN WITNESS WHEREOF, the parties have entered into this Aircraft Lease Agreement on the date first\nwritten above.\n\n\n\n\n| | | | | |\n\n| LESSOR:\n | | | | LESSEE: |\n|   | | | | |\n| Capitaline Flight Services, LLC\n | | | | US BioEnergy Corporation |\n|   | | | | |\n|           /s/ Steven P. Myers\n | | | |            /s/ Gregory S. Schlicht |\n|  \n | | | | |\n| By: Steven P. Myers\n | | | | By: Gregory S. Schlicht |\n| Is: President\n | | | | Its: Vice President, General\nCounsel and Corporate Secretary |\n\n\n\n10\n\n\n\n\n\n\n---\n\n\n\n\n##### \n\n\n\n\n\nSchedule 1\n\nTo Aircraft Lease Agreement dated October 2, 2007\n\n**Lease Payment**\n\nLessee will pay monthly installments that equal:\n\n\n\n\n| | | | | |\n\n| Base Monthly Fee | | $ | 5,000.00 | |\n| Hourly Charge for Use of Aircraft: | | $ | 125.00 | |\n\n\n\nPayments will be made on or before the 15th of each month.\n\n11", "source": "agreement_23.md" }, { "id": "779", "text": "EX-10.27\n10\nv57988a3exv10w27.htm\nEX-10.27\n\nexv10w27\n\n\nEXHIBIT 10.27 \n\nCONFIDENTIAL TREATMENT \n\nREQUESTED PURSUANT TO RULE 406\n\nExecution Form\n\n**DATED 5****TH** **NOVEMBER 2010**\n\n**THE SELLERS LISTED IN SCHEDULE 1 HERETO \n \n\nand \n \n\nTHE PURCHASERS LISTED IN SCHEDULE 1 HERETO**\n\n \n\n**AIRCRAFT SALE AND PURCHASE AGREEMENT**\n\n \n\n \n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "780", "text": "**CONTENTS**\n\n\n\n\n| | | | |\n| **Clause** | | **Page** |", "source": "agreement_24.md" }, { "id": "781", "text": "| 1. Interpretation\n | | | 1 |\n| 2. Representations and Warranties\n | | | 1 |\n| 3. Agreement to Sell and Purchase\n | | | 2 |\n| 4. Conditions Precedent\n | | | 4 |\n| 5. Purchase Price\n | | | 6 |\n| 6. Invoice\n | | | 9 |\n| 7. Delivery\n | | | 10 |\n| 8. Condition of Aircraft\n | | | 11 |\n| 9. Manufacturer’s Warranties\n | | | 12 |\n| 10. Registration Fees\n | | | 13 |\n| 11. [\\*]\n | | | 13 |\n| 12. Further Provisions\n | | | 15 |\n| 13. Law and Jurisdiction\n | | | 18 |\n| 14. Brokers and Other Third Parties\n | | | 20 |\n| Schedule 1 Sellers and Related Aircraft\n | | | 23 |\n| Schedule 2 Lease Documents\n | | | 25 |\n| Schedule 3 Definitions\n | | | 29 |\n| Schedule 4 Conditions Precedent\n | | | 34 |\n| Part A Seller Conditions Precedent\n | | | 34 |\n| Part B Purchaser Conditions Precedent\n | | | 35 |\n| Schedule 5 Representations and Warranties\n | | | 37 |\n| Part A Seller’s Representations and Warranties\n | | | 37 |\n| Part B Purchaser’s Representations and Warranties", "source": "agreement_24.md" }, { "id": "782", "text": "| | | 37 |\n| Part B Purchaser’s Representations and Warranties\n | | | 40 |\n| Schedule 6 Confirmatory Bill of Sale\n | | | 41 |\n| Schedule 7 Acceptance Certificate\n | | | 42 |\n| Schedule 8 Form of Invoice\n | | | 43 |", "source": "agreement_24.md" }, { "id": "783", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |", "source": "agreement_24.md" }, { "id": "784", "text": "**THIS AGREEMENT** is made on 5th November 2010\n\n**B****ETWEEN:**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (1) | | **THE SELLERS LISTED IN SCHEDULE 1 HERETO**; and |\n| |\n| (2) | | **THE PURCHASERS LISTED IN SCHEDULE 1 HERETO**. |\n\n\n\n**IT IS AGREED** as follows\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 1. | | **INTERPRETATION** |\n| |\n| 1.1 | | **Definitions** |\n| |\n| | | In this Agreement capitalised words and expressions have the meaning specified in Schedule\n3, except where the context otherwise requires. |\n| |\n| 1.2 | | **Construction** |\n| |\n| | | Headings are to be ignored in construing this Agreement and unless the contrary intention is\nstated, a reference to: |", "source": "agreement_24.md" }, { "id": "785", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 1.2.1 | | any “Seller”, any “Purchaser” or any other Person includes, without prejudice\nto the provisions of this Agreement restricting transfer or assignment, any permitted\nsuccessor or assignee; |\n| |\n| | 1.2.2 | | words importing the plural shall include the singular and vice versa; |\n| |\n| | 1.2.3 | | any document, other than the Lease Documents, shall include that document as\namended, novated, assigned or supplemented; |\n| |\n| | 1.2.4 | | a Clause or a Schedule is a reference to a clause of or a schedule to this\nAgreement; and |\n| |\n| | 1.2.5 | | any Law, or to any specified provision of any Law, is a reference to such Law\nor provision as amended, substituted or re-enacted. |", "source": "agreement_24.md" }, { "id": "786", "text": "| | | |\n| --- | --- | --- |\n| 2. | | **REPRESENTATIONS AND WARRANTIES** |\n| |\n| 2.1 | | **Seller Representations and Warranties** |\n| |\n| | | The relevant Seller in respect of each Aircraft represents and warrants (in respect of\nitself only) to the relevant Purchaser in respect of such Aircraft that the statements\ncontained in Schedule 5, Part A are at the date hereof, and on each applicable Delivery Date\nwill be (by reference to the facts and circumstances then subsisting), true and accurate.\nThe relevant Seller acknowledges and agrees that the relevant Purchaser has entered into\nthis Agreement in reliance on the truth and accuracy of the relevant Seller’s\nrepresentations and warranties under this Agreement. |\n| |\n| 2.2 | | **Purchaser Representations and Warranties** |\n| |\n| | | The relevant Purchaser in respect of each Aircraft represents and warrants (in respect of\nitself only) to the relevant Seller in respect of such Aircraft that the statements\ncontained in Schedule 5, Part B are at the date hereof, and on each applicable Delivery Date\nwill be (by reference to the facts and circumstances then subsisting), true and accurate.\nThe relevant |\n\n\n\n- 1 -", "source": "agreement_24.md" }, { "id": "787", "text": "| | | |\n| --- | --- | --- |\n| | | Purchaser acknowledges and agrees that the relevant Seller has entered into this Agreement\nin reliance on the truth and accuracy of the Purchaser’s representations and warranties\nunder this Agreement. |\n| |\n| 3. | | **AGREEMENT TO SELL AND PURCHASE** |\n| |\n| 3.1 | | **Agreement** |\n| |\n| | | Subject to and in accordance with the provisions of this Agreement: |", "source": "agreement_24.md" }, { "id": "788", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 3.1.1 | | the Seller of each Aircraft agrees to sell such Aircraft to the relevant\nPurchaser of such Aircraft, and such Purchaser agrees to purchase such Aircraft from\nsuch Seller in an “as is, where is” condition; |\n| |\n| | 3.1.2 | | the Seller of each Aircraft shall pass to the relevant Purchaser on the\napplicable Delivery Date full legal and beneficial and good and marketable title to\nsuch Aircraft with full title guarantee (except in relation to Aircraft No. 3, in\nrespect of which, the provisions of Clause 3.7 apply), subject in each case to the\nNovated Lease and Permitted Liens but free and clear of all other Security Interests.\nTitle to each such Aircraft shall pass to the relevant Purchaser in accordance with\nClause 7.1 (*Delivery*); and |\n| |\n| | 3.1.3 | | It is the intention of the Sellers and the Purchasers that\nAircraft No.5 shall\nbe the first Aircraft sold by the relevant Seller to the relevant Purchaser under this\nAgreement and if such sale is not consummated by the Final Delivery Date, then unless\notherwise agreed by the parties to this Agreement, the relevant Seller shall not be\nobliged to sell any Aircraft to the relevant Purchaser and the relevant Purchaser shall\nnot be obliged to purchase any such Aircraft from the relevant Seller under this\nAgreement. |", "source": "agreement_24.md" }, { "id": "789", "text": "| | | |\n| --- | --- | --- |\n| 3.2 | | **Registration** |\n| |\n| | | On or before the applicable Delivery Date in respect of each Aircraft, the Seller of such\nAircraft shall deliver, or procure that the relevant Lessee delivers, to the Air Authority\nsuch documents as are necessary to instruct the Air Authority to record, to the extent\npermitted by law, the relevant Purchaser or any Purchaser Nominee which is the owner or\nlessor of such Aircraft as the new owner or lessor of such Aircraft in the aircraft register\nmaintained by the Air Authority. |\n| |\n| 3.3 | | **Security Interests** |\n| |\n| | | Each Aircraft shall as of the applicable Delivery Date be free and clear of all Security\nInterests other than the Novated Lease and Permitted Liens. |\n| |\n| 3.4 | | **Passage of Title & Risk** |\n| |\n| | | Risk of loss or destruction of any Aircraft shall pass to the relevant Purchaser upon\nDelivery in respect of such Aircraft. |\n| |\n| 3.5 | | **Damage before Delivery** |\n| |\n| | | If before Delivery in respect of any of Aircraft No. 1, Aircraft No. 2, Aircraft No. 3 or\nAircraft No. 4 , such Aircraft suffers damage which does not constitute an Event of Loss but\nfor which |\n\n\n\n- 2 -", "source": "agreement_24.md" }, { "id": "790", "text": "| | | |\n| --- | --- | --- |\n| | | the likely cost of repair would exceed\n[\\*] or if before Delivery, Aircraft No.5\nsuffers damage which does not constitute an Event of Loss but for which the likely cost of\nrepair would exceed [\\*], then: |", "source": "agreement_24.md" }, { "id": "791", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 3.5.1 | | the relevant Seller shall promptly notify the relevant Purchaser of such\ndamage and whether in the relevant Seller’s view such damage can be repaired prior to\nthe applicable Scheduled Closing Date or any other date as agreed between the parties; |\n| |\n| | 3.5.2 | | the relevant Purchaser shall in light of the relevant Seller’s notice, notify\nthe relevant Seller whether the relevant Purchaser is prepared to proceed subject to\nthe damage being repaired to the relevant Purchaser’s satisfaction prior to the\napplicable Scheduled Closing Date or any other date as agreed between the parties. If\nthe relevant Purchaser is prepared to proceed on the basis of the repair, the relevant\nSeller shall procure the timely repair to the relevant Purchaser’s reasonable\nsatisfaction. However if (i) the repair is not so completed and the relevant Aircraft\nis not delivered to the relevant Purchaser on or before the applicable Scheduled\nClosing Date or any other date as agreed between the parties or (ii) the relevant\nPurchaser notifies the relevant Seller in writing that the relevant Purchaser is not\nprepared to proceed on the basis of the repair, the relevant Seller shall refund the\nrelevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the\nrelevant Purchaser within three (3) Business Days from the date of notice by such\nPurchaser, then none of the parties to this Agreement shall have any further obligation\nor liability with respect to such Aircraft under this Agreement to any of the other\nparties to this Agreement other than as set out in Clause 12.8 and Clause 4.3. |", "source": "agreement_24.md" }, { "id": "792", "text": "| | | |\n| --- | --- | --- |\n| 3.6 | | **Event of Loss before Delivery** |\n| |\n| | | If before Delivery of any Aircraft such Aircraft suffers an Event of Loss, then with effect\nfrom the date of such Event of Loss the rights and obligations of the parties hereunder in\nrespect of such Aircraft shall be discharged so that no party shall be liable to any other\nparty in respect of such Aircraft save that the relevant Seller shall refund the relevant\nDeposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant\nPurchaser within three (3) Business Days from the relevant Seller becoming aware of the\noccurrence of such Event of Loss, and other than as set out in Clause 12.8 and Clause 4.3. |\n| |\n| 3.7 | | **Transfer Arrangements relating to Aircraft No. 3** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 3.7.1 | | GECAS has advised the Parent Purchaser that as regards Aircraft No. 3: |\n| |\n| | | | **[\\*]** |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 3 -", "source": "agreement_24.md" }, { "id": "793", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 3.7.2 | | [\\*] |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 4. | | **CONDITIONS PRECEDENT** |\n| |\n| 4.1 | | **Seller Conditions** |", "source": "agreement_24.md" }, { "id": "794", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 4.1.1 | | The obligation of the Seller of each Aircraft to sell such Aircraft to the\nrelevant Purchaser shall be subject to fulfilment of each of Seller Conditions\nPrecedent applicable to such Aircraft on or prior to the applicable Delivery Date\n(except to the extent that such Seller agrees in writing in its absolute discretion to\nwaive or defer any such condition). |\n| |\n| | 4.1.2 | | The Seller Conditions Precedent have been inserted for the benefit of each\nSeller and may, in respect of any Aircraft, be waived in writing, in whole or in part\nand with or without conditions, by the Seller of such Aircraft without prejudicing the\nright of such Seller to receive fulfilment of such conditions, in whole or in part, at\nany later time. |\n| |\n| | 4.1.3 | | If any of Seller Conditions Precedent in respect of an Aircraft remain\noutstanding on the applicable Final Delivery Date and are not waived or deferred in\nwriting by the Seller of such Aircraft, such Seller may at any time after 5pm in London\non the applicable Final Delivery Date terminate the obligation of such Seller to sell\nsuch Aircraft to the relevant Purchaser by notice to the relevant Purchaser, whereupon\nnone of the parties to this Agreement shall have any further obligation or liability\nwith respect to such Aircraft under this Agreement to any of the other parties to this\nAgreement save that the relevant Seller shall refund the relevant Deposit plus interest\nin accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within\nthree (3) Business Days from the date of such notice by such Purchaser, and other than", "source": "agreement_24.md" }, { "id": "795", "text": "three (3) Business Days from the date of such notice by such Purchaser, and other than\nas set out in Clause 12.8 and Clause 4.3. |", "source": "agreement_24.md" }, { "id": "796", "text": "| | | |\n| --- | --- | --- |\n| 4.2 | | **Purchaser Conditions** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 4.2.1 | | The obligation of the Purchaser of each Aircraft to purchase such Aircraft\nshall be subject to fulfilment of each of Purchaser Conditions Precedent applicable to\nsuch Aircraft on or prior to the applicable Delivery Date (except to the extent that\nsuch Purchaser agrees in writing in its absolute discretion to waive or defer any such\ncondition).\n |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 4 -", "source": "agreement_24.md" }, { "id": "797", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 4.2.2 | | The Purchaser Conditions Precedent have been inserted for the benefit of each\nPurchaser and may, in respect of any Aircraft, be waived in writing, in whole or in\npart and with or without conditions, by the Purchaser of such Aircraft without\nprejudicing the right of such Purchaser to receive fulfilment of such conditions, in\nwhole or in part, at any later time. |\n| |\n| | 4.2.3 | | If any of the Purchaser Conditions Precedent in respect of an Aircraft remain\noutstanding on the applicable Final Delivery Date and prior to payment of the Purchase\nPrice and are not waived or deferred in writing by the Purchaser of such Aircraft, such\nPurchaser may at any time after 5pm in London on the applicable Final Delivery Date\nterminate the obligation of such Purchaser to purchase such Aircraft from the relevant\nSeller by notice to the relevant Seller, whereupon none of the parties to this\nAgreement shall have any further obligation or liability with respect to such Aircraft\nunder this Agreement to any of the other parties to this Agreement save that the\nrelevant Seller shall refund the relevant Deposit plus interest in accordance with the\nprovisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days\nfrom the date of such notice by such Purchaser, and other than as set out in Clause\n12.8 and Clause 4.3. |", "source": "agreement_24.md" }, { "id": "798", "text": "| | | |\n| --- | --- | --- |\n| 4.3 | | **Breach** |\n| |\n| | | If at any time the relevant Purchaser, GECAS or any affiliate of GECAS or any Seller\nwilfully breaches or all part of this Agreement or any Transaction Document or any Other\nAgreement, GECAS and the Sellers (in the case of a breach by the relevant Purchaser) or the\nrelevant Purchaser (in the case of a breach by GECAS, any affiliate of GECAS or any Seller)\nshall be entitled by notice in writing to the defaulting party to terminate this Agreement\nin its entirety in relation to Aircraft which then remain unsold, whereupon none of the\nparties to this Agreement shall have any further obligation or liability hereunder save that\nif the relevant termination notice is issued by the relevant Purchaser, the relevant Seller\nshall refund the relevant Deposit(s) plus interest in accordance with the provisions of\nClause 5.2.2 to such Purchaser within three (3) Business Days from the date of the relevant\nnotice of termination. |\n| |\n| 4.4 | | **Transaction Fee Reimbursement** |", "source": "agreement_24.md" }, { "id": "799", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 4.4.1 | | If for any reason (other than as specified in Clause 4.4.2 below) the Delivery\nof any Aircraft has not occurred on or before the Final Delivery Date, then in addition\nto refund of the relevant Deposit(s) plus interest in accordance with the provisions of\nClause 5.2.2, GECAS on behalf of the relevant Seller will reimburse Purchaser’s\ntransaction expenses in the amount of [\\*] (“**Transaction Fee Reimbursement**”) in respect\nof any such Aircraft as consideration for the loss of the Aircraft from the portfolio\nto be acquired hereunder. |\n| |\n| | 4.4.2 | | GECAS will not have the obligation to make a Transaction Fee Reimbursement\npursuant to Clause 4.4.1 if the sale of Aircraft No. 5 to the Purchaser has not already\ncompleted or if the failure of Delivery of an Aircraft by the Final Delivery Date is\nthe result of any of the following occurrences (i) any wilful breach by the relevant\nPurchaser of any of its obligations under this Agreement (including the failure by the\nrelevant Purchaser to satisfy any of the Seller Conditions Precedent within the control |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 5 -", "source": "agreement_24.md" }, { "id": "800", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | | of such Purchaser) or (ii) any material damage or Event of Loss occurs pursuant to\nClauses 3.5 or 3.6 in respect of such Aircraft or (iii) Purchaser has not used all\nreasonable commercial efforts to agree to the Lease Novation in respect of such\nAircraft and to consummate the sale and lease novation of such Aircraft or (iv) an\nEvent of Default occurs under the relevant Lease and the relevant Lessor has\nterminated the leasing of such Aircraft. Furthermore, if the parties agree to\nsubstitute a comparable aircraft leased to a comparable lessee and subject to\ncomparable lease documents and pricing terms in replacement of any Aircraft which\nfails to deliver to the Purchaser by the Final Delivery Date, then GECAS will not be\nrequired to make any such Transaction Fee Reimbursement in relation to the Aircraft\nso replaced. |", "source": "agreement_24.md" }, { "id": "801", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 4.4.3 | | Notwithstanding the provisions of Clauses 4.4.1 and 4.4.2, if the sale of\nAircraft No. 5 to the Purchaser does not occur (other than as a result of the wilful\nbreach by the relevant Purchaser of any of its obligations under this Agreement\n(including the failure by the relevant Purchaser to satisfy any of the Seller\nConditions Precedent within the control of such Purchaser)) on or before the Final\nDelivery Date and accordingly, none of the Aircraft is sold by the relevant Sellers to\nthe relevant Purchasers, then in addition to refund of the relevant Deposit(s) plus\ninterest in accordance with the provisions of Clause 5.2.2, GECAS on behalf of the\nrelevant Seller will reimburse the Purchaser’s transaction expenses in a single amount\nof [\\*] covering all of the Aircraft arising from the failure to consummate the sale of\nthe Aircraft to the Purchasers. |", "source": "agreement_24.md" }, { "id": "802", "text": "| | | |\n| --- | --- | --- |\n| 5. | | **PURCHASE PRICE** |\n| |\n| 5.1 | | **Amount** |\n| |\n| | | The base purchase price for each Aircraft shall be the amount specified as such in Schedule\n1 opposite such Aircraft (the “**Base Purchase Price**”). |\n| |\n| 5.2 | | **Deposit** |\n| |\n| | | Each Purchaser shall pay the relevant Deposit for the relevant Aircraft to the relevant\nSeller within five (5) Business Days following the date of execution and delivery of this\nAgreement. The relevant Deposit in respect of any Aircraft shall be refunded to the relevant\nPurchaser in respect of such Aircraft free and clear of any set-off, counterclaim or other\ndeduction together with interest accrued on such Deposit for such Aircraft at a rate equal\nto [\\*] for the period commencing on the date on which the Deposit for such Aircraft was\nreceived by GECAS to (but excluding) the day on which the Deposit for such Aircraft is\nreceived by the Purchaser only in the following events as contemplated by Clause 3.5, Clause\n3.6, Clause 4.2.3, Clause 4.3 or Clause 8.2. |\n| |\n| 5.3 | | **Amount of Purchase Price** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 5.3.1 | | In respect of each Aircraft, the Base Purchase Price of such Aircraft shall be: |", "source": "agreement_24.md" }, { "id": "803", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | decreased by an amount equal to [\\*]; and |\n| |\n| | (b) | | increased by an amount equal to [\\*]. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | (such Base Purchase Price as so adjusted pursuant to this Clause 5.2 in respect of the\nDelivered Aircraft is called the “**Purchase Price**”). |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 6 -", "source": "agreement_24.md" }, { "id": "804", "text": "| | | |\n| --- | --- | --- |\n| 5.4 | | **Payment of Purchase Price** |\n| |\n| | | Subject to the provisions of this Agreement, on the Delivery Date in respect of an Aircraft\nthe Purchaser of such Aircraft shall pay to the Seller of such Aircraft (the “**Net Purchase\nPrice**”) an amount equal to the Purchase Price of such Aircraft less the amount of (i) the\nDeposit in respect of such Aircraft, (ii) if held in cash, the Lease Security Deposit\napplicable to such Aircraft to the extent then held by such Seller at such Delivery Date,\n(iii) if Supplemental Rent is payable under the relevant Lease in respect of such Aircraft,\nthe accrued Supplemental Rent amounts (but only to the extent not already made available,\nrefunded or paid to the relevant Lessee as required by the express provisions of the\nrelevant Lease) to the extent then held by such Seller at such Delivery Date and (iv) any\nRent received by Seller in respect of the relevant Aircraft relating to the period after the\nDelivery Date. The time of payment shall be of the essence of this Agreement. |\n| |\n| 5.5 | | **Payments** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 5.5.1 | | All payments by any party to any other party under this Agreement and the\nother Transaction Documents will be made for value on the due date in Dollars and in\nimmediately available funds settled through New York Clearing House System or such\nother funds as may for the time being be customary for the settlement in New York City\nof payments in Dollars and by wire transfer to: |", "source": "agreement_24.md" }, { "id": "805", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | in the case of any Seller: |\n| |\n| | | | [\\*] |\n| |\n| | | | or such other account as such Seller may from time to time advise to each\nPurchaser by not less than ten (10) Business Days prior written notice; and |\n| |\n| | (b) | | in the case of any Purchaser, to such account as such Purchaser may\nfrom time to time advise to each Seller in writing. |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 5.5.2 | | No payment shall be considered made by a party hereto until it is received in\nthe account of the relevant other party to the Agreement. Promptly upon becoming aware\nof receipt of the Purchase Price in respect of an Aircraft, the Seller of such Aircraft\nwill ask its bank to send confirmation of receipt of such Purchase Price to it and,\nonce received, such Seller will promptly send such confirmation to the Purchaser of\nsuch Aircraft. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 5.6 | | **No Withholdings** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 5.6.1 | | Payment of the Net Purchase Price in respect of an Aircraft to be made by any\nPurchaser of an Aircraft under this Agreement and all other payments required to be\nmade by it hereunder (including but not limited to the payment of the Deposit) shall be\nmade without set off or counterclaim whatsoever. |", "source": "agreement_24.md" }, { "id": "806", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 7 -", "source": "agreement_24.md" }, { "id": "807", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 5.6.2 | | All payments to be made by any Seller or any Purchaser under this Agreement\nand the other Transaction Documents shall be made in full without any deduction or\nwithholding in respect of Taxes or otherwise unless the deduction is required by Law,\nin which event such paying party shall: |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | (a) | | ensure that the deduction or withholding does not exceed the minimum\namount legally required; |\n| |\n| | (b) | | promptly pay to the other party entitled to receive the relevant\npayment such additional amount so that the net amount received by such other\nparty will equal the full amount which would have been received by it had no\nsuch deduction or withholding been made; |\n| |\n| | (c) | | pay to the relevant taxation authority or other authorities within the\nperiod for payment permitted by Law the full amount of the deduction or\nwithholding (including, but without prejudice to the generality of the\nforegoing, the full amount of any deduction or withholding from any additional\namount paid pursuant to this sub-clause); and |\n| |\n| | (d) | | if requested, provide such other party, within the period for payment\npermitted by the relevant law, with an official receipt of the relevant\ntaxation authorities involved in respect of all amounts so deducted or withheld\nor if such receipts are not issued by the taxation authorities concerned on\npayment to them of amounts so deducted or withheld, a certificate of deduction\nor equivalent evidence of the relevant deduction or withholding. |", "source": "agreement_24.md" }, { "id": "808", "text": "| | | |\n| --- | --- | --- |\n| | | [\\*] |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 5.7 | | **Taxes** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 5.7.1 | | Without prejudice to Clause 7.3 (*Delivery Location*), each Seller in respect of\nan Aircraft and the Purchaser in respect of such Aircraft will co-operate so that the\nDelivery Location in respect of such Aircraft shall be in a jurisdiction where the\nimposition upon any Seller and/or any Purchaser of any Taxes arising out of the sale of\nsuch Aircraft pursuant to this Agreement is minimised. |\n| |\n| | 5.7.2 | | [\\*] |\n| |\n| | 5.7.2 | | [\\*] |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 8 -", "source": "agreement_24.md" }, { "id": "809", "text": "| | | |\n| --- | --- | --- |\n| 5.8 | | **Lease Security Deposit and Supplemental Rent** |\n| |\n| | | The Seller in respect of an Aircraft shall, on the Delivery Date in respect of such\nAircraft, transfer (by way of permitted deduction from the Purchase Price in accordance with\nClause 5.3 (ii) and (iii)) to the Purchaser in respect of such Aircraft (or a Purchaser\nNominee which is the lessor of such Aircraft) (a) if held in cash, the Lease Security\nDeposit (or if there is a letter of credit, such Seller shall transfer such issued letter of\ncredit or procure the issuance of a letter of credit acceptable to such Purchaser in respect\nof such Lease Security Deposit to such Purchaser or such Purchaser Nominee) then held by\nsuch Seller at the Delivery Date in respect of such Aircraft and (b) if Supplemental Rent is\npayable under the relevant Lease in respect of such Aircraft, the accrued Supplemental Rent\namounts (but only to the extent not already made available, refunded or paid to the relevant\nLessee as required by the express provisions of the relevant Lease) to the extent then held\nby such Seller at the Delivery Date in respect of such Aircraft. |\n| |\n| 5.9 | | **Late Receipt of Rent or Supplemental Rent** |\n| |\n| | | If, after Delivery in respect of an Aircraft, the Seller of such Aircraft receives from the\nLessee in respect of such Aircraft any amount of Rent or Supplemental Rent payable by such\nLessee pursuant to the relevant Lease (notwithstanding the relevant Lease Novation), such\nSeller shall procure that such Rent or Supplemental Rent is promptly and, in any case,", "source": "agreement_24.md" }, { "id": "810", "text": "Seller shall procure that such Rent or Supplemental Rent is promptly and, in any case,\nwithin two (2) Business Days, paid to the Purchaser of such Aircraft (and pending such\npayment shall hold the same on trust for such Purchaser). Such payment shall be made in\nfull, free of all Taxes, duties, withholdings or deductions and without any set-off or\ncounterclaim whatsoever. |\n| |\n| 6. | | **INVOICE** |\n| |\n| | | The Invoice in respect of an Aircraft shall be delivered by the relevant Seller to the\nrelevant Purchaser at least three (3) Business Days prior to the relevant Delivery Date. |", "source": "agreement_24.md" }, { "id": "811", "text": "- 9 -", "source": "agreement_24.md" }, { "id": "812", "text": "| | | |\n| --- | --- | --- |\n| 7. | | **DELIVERY** |\n| |\n| 7.1 | | **Delivery** |\n| |\n| | | Subject to satisfaction (or waiver or deferral with the agreement in writing of the relevant\nSeller) of the Seller Conditions Precedent in respect of any Aircraft, the Seller of such\nAircraft shall tender such Aircraft for Delivery and effect the transfer of all of such\nSeller’s right, title and interest in and to such Aircraft to the relevant Purchaser on the\napplicable Delivery Date by execution and delivery of a Bill of Sale in respect of such\nAircraft to the relevant Purchaser. Simultaneously with the delivery of a Bill of Sale in\nrespect of such Aircraft, all of the relevant Seller’s right, title and interest in and to\nsuch Aircraft (including the relevant Aircraft Documents) will pass from the relevant Seller\nto the relevant Purchaser but the relevant Purchaser acknowledges that each Aircraft\n(including the relevant Aircraft Documents) will, upon and following such transfer of title,\nremain in the possession of the relevant Lessee and the relevant Seller shall not be obliged\nto give or effect physical delivery of any Aircraft (including the relevant Aircraft\nDocuments) to any Purchaser. **Provided that** the Purchaser Conditions Precedent in respect of\nan Aircraft have been satisfied (or waived by the relevant Purchaser), the relevant\nPurchaser shall execute and deliver to the relevant Seller on the applicable Delivery Date\nan Acceptance Certificate in respect of such Aircraft, which shall be conclusive evidence\n(as between the relevant Purchaser and the relevant Seller) of the matters therein stated. |\n| |\n| 7.2 | | **Delivery Date** |\n| |", "source": "agreement_24.md" }, { "id": "813", "text": "| |\n| 7.2 | | **Delivery Date** |\n| |\n| | | The parties currently anticipate that Delivery in respect of an Aircraft will take place on\nthe applicable Scheduled Closing Date and shall each use reasonable efforts so that Delivery\nin respect of such Aircraft does then take place but in any event Delivery in respect of\nsuch Aircraft shall occur no later than 5p.m. in London on the Final Delivery Date in\nrespect of such Aircraft. |\n| |\n| 7.3 | | **Delivery Location** |\n| |\n| | | At the time of delivery of the Bill of Sale in respect of an Aircraft on the applicable\nDelivery Date such Aircraft shall be located in one of the following locations (the\n“**Delivery Location**”): |", "source": "agreement_24.md" }, { "id": "814", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 7.3.1 | | the Expected Delivery Location; or |\n| |\n| | 7.3.2 | | international airspace; or |\n| |\n| | 7.3.3 | | with the agreement of the parties, another jurisdiction **provided that** in the\ncase of this Clause 7.3.3, where such Aircraft is not located in international airspace\nboth of the following conditions are satisfied: |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | (a) | | the Lex Situs Opinion (the cost of which is to be split equally\nbetween the relevant Purchaser and the relevant Seller) is issued to the\nrelevant Seller and the relevant Purchaser on or prior to Delivery in respect\nof such Aircraft; and |\n| |\n| | (b) | | the relevant Seller and the relevant Purchaser are satisfied (each in\ntheir sole discretion) that no Taxes will be imposed upon such Seller such\nPurchaser, the relevant Lessee or the relevant Aircraft as a result of the\ndelivery of such Bill of Sale or transfer of title to the relevant Aircraft\nwhilst such Aircraft is located in such jurisdiction, other than any Taxes\nwhich the relevant Seller or the relevant Purchaser may agree in writing to\nbear. |\n\n\n\n- 10 -", "source": "agreement_24.md" }, { "id": "815", "text": "| | | |\n| --- | --- | --- |\n| 8. | | **CONDITION OF AIRCRAFT** |\n| |\n| 8.1 | | **Disclaimers** |", "source": "agreement_24.md" }, { "id": "816", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 8.1.1 | | EACH AIRCRAFT, EACH ENGINE AND EACH PART IS BEING SOLD AND DELIVERED “AS IS”\nAND “WHERE IS”, AND WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF ANY SELLER\nEXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE EXCEPT AS EXPRESSLY SET\nFORTH IN THIS AGREEMENT AND THE RELEVANT BILL OF SALE; AND |\n| |\n| | 8.1.2 | | WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EACH PURCHASER\nUNCONDITIONALLY AGREES THAT AS BETWEEN ITSELF AND EACH SELLER EACH AIRCRAFT AND EACH\nPART THEREOF IS TO BE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AS AT THE\nAPPLICABLE DELIVERY DATE, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT\nOF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY ANY SELLER OR ITS SERVANTS OR AGENTS\nIN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, DATE PROCESSING,\nCONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR\nPURPOSE OF ANY AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT OR\nOTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF ANY\nAIRCRAFT DOCUMENTS, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT,\nDESIGN, OR OTHER PROPRIETARY RIGHTS; AND EXCEPT AS EXPRESSLY SET FORTH IN THIS", "source": "agreement_24.md" }, { "id": "817", "text": "DESIGN, OR OTHER PROPRIETARY RIGHTS; AND EXCEPT AS EXPRESSLY SET FORTH IN THIS\nAGREEMENT AND THE RELEVANT BILL OF SALE, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS\n(OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE\nMATTERS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED. |", "source": "agreement_24.md" }, { "id": "818", "text": "| | | |\n| --- | --- | --- |\n| 8.2 | | **Acceptance Certificate** |\n| |\n| | | The purchase of the Aircraft by the relevant Purchaser shall be subject to such Purchaser’s\nsatisfactory inspection of the relevant Aircraft. The relevant Purchaser shall undertake a\npreliminary inspection of the relevant Aircraft and the Other Aircraft (including the\nAircraft Documents) by not later than [\\*] (or such later date as may be agreed by the\nrelevant Seller and the relevant Purchaser) to satisfy itself that the relevant Aircraft is\nin a satisfactory condition. The relevant Seller shall procure that the relevant Aircraft\nand the Aircraft Documents are made available to the relevant Purchaser so that such\nPurchaser may complete such preliminary inspection, provided always, that such preliminary\ninspections shall not unreasonably interfere with the relevant Lessee’s operation and use of\nthe Aircraft. If following such preliminary inspection of the Aircraft and/or the Aircraft\nDocuments the relevant Purchaser determines that any such relevant Aircraft and/or the\nrelated Aircraft Documents are not in a satisfactory condition and such Purchaser does not\nwish to proceed with the purchase of such Aircraft, then the relevant Purchaser shall notify\nthe relevant Seller in writing of such position within five (5) Business Days of such\npreliminary inspection being completed, in which case, the relevant Seller shall refund the\nrelevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the\nrelevant Purchaser within three (3) Business Days from the date of such notice by the\nrelevant Purchaser, and neither party shall have any further obligations or liabilities to\nthe other party in relation to the relevant Aircraft following such return of Deposit and\npayment of interest, other than as set out in Clause 12.8 |", "source": "agreement_24.md" }, { "id": "819", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 11 -", "source": "agreement_24.md" }, { "id": "820", "text": "| | | |\n| --- | --- | --- |\n| | | and Clause 4.3. Delivery of the Acceptance Certificate in respect of any Aircraft by the\nrelevant Purchaser to the relevant Seller shall be conclusive proof as between each of the\nparties hereto that the Purchaser of such Aircraft has examined and investigated such\nAircraft and each part thereof and that such Aircraft and each part thereof is in every way\nsatisfactory to such Purchaser. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 8.3 | | **Lessee and the Lease** |\n| |\n| | | Without prejudice to any representation and/or warranty made to any Purchaser in this\nAgreement or any other Transaction Document by any Seller, each Purchaser acknowledges that\nit has been and will be solely responsible for making its own independent investigation and\nappraisal of the operations, financial condition, creditworthiness, status and affairs of\neach Lessee, and of the provisions of each Lease and each other Lease Document, and has not\nrelied, and will not at any time rely, on any Seller: |", "source": "agreement_24.md" }, { "id": "821", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 8.3.1 | | to provide any Purchaser with any information relating to any such matters; or |\n| |\n| | 8.3.2 | | to check or enquire into the adequacy, accuracy or completeness of any\ninformation provided by any Lessee pursuant to or in relation to the Lease or other\nLease Documents applicable to such Lessee; or |\n| |\n| | 8.3.3 | | to assess or keep under review any of such matters. |\n| |\n| | Execution of this Agreement by the Purchasers shall constitute the agreement of and\nconfirmation by the Purchasers of such Aircraft that it has completed its due diligence in\nrelation to the Lease Documents that have been provided to the relevant Purchaser prior to\nthe date of this Agreement in respect of such Aircraft and that it is satisfied in all\nrespects with the Lease Documents in respect of such Aircraft. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 9. | | **MANUFACTURER’S WARRANTIES** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 9.1.1 | | The Seller of each Aircraft shall, on the Delivery Date in respect of such\nAircraft, assign to the relevant Purchaser, without recourse and subject to any rights\nof the relevant Lessee, all such Seller’s rights, title and interest (to the extent\nthat such assignment is permitted by the terms thereof) in: |", "source": "agreement_24.md" }, { "id": "822", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | all agreements between such Seller and the Manufacturer relating to\nwarranties with respect to such Aircraft (by way of the Assignment of\nWarranties); and |\n| |\n| | (b) | | all agreements between such Seller and the Engine Manufacturer\nrelating to warranties with respect to relevant Engines applicable to such\nAircraft (by way of the Engine Warranty Assignment). |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 9.1.2 | | The Seller of each Aircraft hereby assigns to the Purchaser of such Aircraft,\nwith effect from Delivery in respect of such Aircraft, all of such Seller’s rights,\ntitle and interest (to the extent that such assignment is permitted by the terms\nthereof, and subject to the interests of the relevant Lessee) all agreements between\nsuch Seller and the manufacturer of any equipment not manufactured by the Manufacturer\nor the Engine Manufacturer and installed on such Aircraft on the applicable Delivery\nDate (if any) relating to warranties with respect to such Aircraft. After any Delivery\nDate, a Seller will provide the relevant Purchaser with assistance and cooperation\nreasonably requested by such Purchaser in connection with obtaining the benefit of any\nsuch warranties assigned by such Seller hereunder. |\n\n\n\n- 12 -", "source": "agreement_24.md" }, { "id": "823", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 9.1.3 | | The Seller of each Aircraft agrees to give notice to, and obtain the consent\nof, the Manufacturer and the Engine Manufacturer with respect to such assignment at or\nbefore Delivery in respect of such Aircraft. After Delivery in respect of such\nAircraft, the relevant Purchaser shall pursue any warranty claims at its own expense. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 10. | | **REGISTRATION FEES** |\n| |\n| | | The relevant Seller shall bear, and hold harmless the relevant Purchaser from, any duties or\nfees payable to the Air Authority in connection with the transfer of title to any Aircraft\nfrom such Seller to such Purchaser or any Purchaser Nominee which is the owner of such\nAircraft. |\n| |\n| 11. | | **[\\*]** |\n| |\n| 11.1 | | **[\\*]** |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 13 -\n\n\n\n\n\n\n---\n\n\n\n\n##### \n\n\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 11.2 | | **[\\*]** |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 14 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "824", "text": "| | | |\n| --- | --- | --- |\n| 11.3 | | **Liability Insurance** |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 11.3.1 | | Each Purchaser shall ensure that for the period of two years from the relevant\nDelivery Date in respect of each Aircraft, the relevant Lessee shall be required to\nmaintain insurances under the terms of the relevant Novated Lease in accordance with\nthe requirements of the Lease Novation. |\n| |\n| | 11.3.2 | | Each Purchaser shall ensure that the Lessee in respect of each Aircraft is required\nunder the terms of the relevant Novated Lease to provide the relevant Seller with a\ncopy of any renewal or replacement certificate in accordance with Clause 0 whilst such\ninsurance coverage remains in force. |", "source": "agreement_24.md" }, { "id": "825", "text": "| | | |\n| --- | --- | --- |\n| 12. | | **FURTHER PROVISIONS** |\n| |\n| 12.1 | | **Benefit of Agreement** |\n| |\n| | | No party shall assign or transfer all or any of its rights and/or obligations under this\nAgreement without the prior written consent of the relevant Seller (in the case of any\nassignment or transfer by any Purchaser) or the relevant Purchaser (in the case of any\nassignment or transfer by any Seller) **provided that** a Purchaser may assign its rights under\nthis Agreement to its financiers pursuant to any financing of the relevant Aircraft to be\npurchased by it with the consent of the relevant Seller (such consent not to be unreasonably\nwithheld where (i) the relevant Seller is satisfied that it shall not incur, or it is\nindemnified to its satisfaction against, any costs in relation to such assignment and (ii)\nthe relevant Seller has completed any necessary know your customer checks and due diligence\nin relation to any assignee and is satisfied in its absolute discretion with the result of\nsuch checks and due diligence). |\n\n\n\n- 15 -", "source": "agreement_24.md" }, { "id": "826", "text": "| | | |\n| --- | --- | --- |\n| 12.2 | | **Counterparts** |\n| |\n| | | This Agreement may be executed in any number of separate counterparts and each counterpart\nsh**a**ll when executed and delivered be an original document but all counterparts shall\ntogether constitute one and the same instrument |\n| |\n| 12.3 | | **Waivers and Variation** |\n| |\n| | | Rights of a party, arising under this Agreement or the general law, shall not be waived or\nvaried unless done so expressly in writing and only then in that specific case, on that\nspecific occasion and on any terms specified. |\n| |\n| 12.4 | | **Third Party Rights** |\n| |\n| | | A Person who is not a party to this Agreement has no direct right under the Contract (Rights\nof Third Parties) Act 1999 or otherwise to enforce any term of this Agreement nor to object\nor be consulted about any amendments to this Agreement. |\n| |\n| 12.5 | | **Notices** |\n| |\n| | | Any notice in connection with this Agreement shall be given in writing and in English. A\nnotice shall be delivered personally or by post, email or facsimile as detailed below (or as\notherwise notified by the receiving party from time to time). A notice shall be deemed\nreceived — if posted, three (3) days after it is mailed; if sent by hand or courier, when it\nis delivered; if faxed, when the fax is sent and on confirmation by the recipient of actual\nreceipt; and, if by email, when received into the ‘In Box’ of the recipient and a “delivery\nreceipt” generated |", "source": "agreement_24.md" }, { "id": "827", "text": "| | | |\n|\n\n|  \n | | **to any Seller at**: |\n|   | | |\n|  \n | | GE Capital Aviation Services Limited |\n|  \n | | Aviation House |\n|  \n | | Shannon |\n|  \n | | County Clare |\n|  \n | | Ireland |\n|   | | |\n|  \n | | Fax: +353 61 706 867 |\n|  \n | | Email: [\\*] |\n|  \n | | Attention: Contracts Leader |\n|   | | |\n|  \n | | **to any Purchaser at**: |\n|   | | |\n|  \n | | Air Lease Corporation |\n|  \n | | 2000 Avenue of the Stars |\n|  \n | | Suite 600N |\n|  \n | | Los Angeles |\n|  \n | | California CA 90067 |\n|  \n | | United States of America |\n|   | | |\n|  \n | | Fax: +1 310 553 0999 Email: [\\*] |\n|  \n | | Attention: Legal Department |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 16 -", "source": "agreement_24.md" }, { "id": "828", "text": "| | | |\n| --- | --- | --- |\n| 12.6 | | **Invalidity of any Provision** |\n| |\n| | | If any part of this Agreement becomes invalid, illegal or unenforceable under any applicable\nlaw, the validity, legality and enforceability of the remaining provisions shall not in any\nway be affected. |\n| |\n| 12.7 | | **Entire Agreement** |\n| |\n| | | This Agreement constitutes the entire agreement between the parties hereto in relation to\nthe sale and purchase of each Aircraft and supersedes all previous proposals,\nrepresentations, agreements and other written and oral communications in relation thereto. |\n| |\n| 12.8 | | **Costs and Expenses** |\n| |\n| | | Except where this Agreement states differently, each party shall bear its own fees, costs\nand expenses arising out of or connected with this Agreement **provided that** the relevant\nSeller shall pay (i) the relevant Lessee’s costs and expenses incurred in connection with\nthe relevant Lease Novation and (ii) any costs incurred in connection with ferrying the\nrelevant Aircraft to an appropriate Delivery Location subject to the relevant Purchaser\nreimbursing the relevant Seller for [\\*]% of such costs referred to in subparagraphs (i) and\n(ii) of this Clause 12.8. |\n| |\n| 12.9 | | **Further Assurances** |\n| |\n| | | Each party agrees from time to time to do and perform such other and further acts and\nexecute and deliver any and all such other instruments as may be required by law or\nreasonably requested by the other party to establish, maintain and protect the rights and", "source": "agreement_24.md" }, { "id": "829", "text": "reasonably requested by the other party to establish, maintain and protect the rights and\nremedies of the parties and to carry out and effect the intent and purpose of this Agreement\n(including such further acts as may be required to register the interests, to the extent\npermitted by law, of the Purchaser of any Aircraft (or any Purchaser Nominee who is the\nowner or lessor of such Aircraft) in the applicable aircraft register or if applicable, any\nother register, maintained by the applicable Air Authority). |\n| |\n| 12.10 | | **Cape Town Convention** |\n| |\n| | | Each Purchaser agrees that it will not, and it will procure that no financier of any\nPurchaser will, file an interest at the International Registry in relation to any Aircraft\nuntil the actual Delivery Date for such Aircraft; provided that the parties will cooperate\nin good faith regarding the filing of prospective interest if and to the extent that same\nare required by any Purchaser’s potential financiers. |\n| |\n| 12.11 | | **Rights Cumulative, Waivers; Third Party Financiers** |\n| |\n| | | The rights of each of the parties under this Agreement are cumulative, may be exercised as\noften as each party considers appropriate and are in addition to its rights under general\nlaw. The rights of each of the parties (whether arising under this Agreement or the general\nlaw) shall not be capable of being waived or varied otherwise than by an express waiver or\nvariation in writing; and in particular any failure to exercise or any delay in exercising\nany of such rights shall not operate as a waiver or variation of that or any other such\nright; any defective or partial exercise of any of such rights shall not preclude any other", "source": "agreement_24.md" }, { "id": "830", "text": "right; any defective or partial exercise of any of such rights shall not preclude any other\nor further exercise of that or any other such right; and no act or course of conduct or\nnegotiation on the part of any party or on its behalf shall in any way preclude it from\nexercising any such right |", "source": "agreement_24.md" }, { "id": "831", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 17 -", "source": "agreement_24.md" }, { "id": "832", "text": "| | | |\n| --- | --- | --- |\n| | | or constitute a suspension or any variation of any such right. If a Purchaser elects to\nfinance its acquisition of an Aircraft, the relevant Seller and the Purchaser shall mutually\ncooperate and make good faith reasonable efforts (including requesting the assistance of the\nrelevant Lessee) to protect at the Purchaser’s cost the interest of Purchaser’s lenders in\nthe Aircraft and the Leases, provided that such cooperation and good faith efforts shall not\nextend to changing any commercial terms of the Lease. |\n| |\n| 12.12 | | **Survival** |\n| |\n| | | All indemnities, representations and warranties of any Seller and any Purchaser shall\nsurvive, and remain in full force and effect, notwithstanding the expiration or other\ntermination of this Agreement. |\n| |\n| 12.13 | | **Confidentiality** |\n| |\n| | | Each Purchaser and each Seller shall, and shall procure that their respective officers,\nemployees and agents shall, keep confidential and shall not for a period of [\\*] years from\nthe date of this Agreement, without the prior written consent of the other parties, disclose\nto any third party, the economic terms of this Agreement or any documents or materials\nsupplied by or on behalf of another party in connection with this Agreement containing such\neconomic terms, save that any such party shall be entitled to make such disclosure: |", "source": "agreement_24.md" }, { "id": "833", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 12.13.1 | | if required to do so by an order of a court of competent jurisdiction whether in\npursuance of any procedure for discovering documents or otherwise or pursuant to any\nlaw; |\n| |\n| | 12.13.2 | | if required so to do, to any fiscal, monetary, tax, regulatory, governmental or\nother competent authority or in connection with any filings that may be required in any\nrelevant jurisdiction; or |\n| |\n| | 12.13.3 | | to its auditors or tax or legal advisors or other professional advisers; |\n| |\n| | 12.13.4 | | in the case of the Seller, to the Lessee (other than in relation to the Base\nPurchase Price, Net Purchase Amount and any provision of the Sale Documents relating to\nthe price paid by the Purchaser to purchase the Aircraft) and to any of the Seller’s\naffiliates; |\n| |\n| | 12.13.5 | | in the case of the Purchaser, to its directors and investors and to its financiers\nto the extent necessary in connection with any financing of the Aircraft provided that\nin each case on the condition that such third parties treat the information on a\nconfidential basis. |", "source": "agreement_24.md" }, { "id": "834", "text": "| | | |\n| --- | --- | --- |\n| 13. | | **LAW AND JURISDICTION** |\n| |\n| 13.1 | | **Governing Law** |\n| |\n| | | This Agreement and any non-contractual obligations arising out of or in connection with this\nAgreement shall be governed by, and construed in accordance with, the laws of England. The\nU.N. Convention on Contracts for the International Sales of Goods is not applicable to this\nAgreement. |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |\n\n\n- 18 -", "source": "agreement_24.md" }, { "id": "835", "text": "| | | |\n| --- | --- | --- |\n| 13.2 | | **Dispute Resolution** |\n| |\n| | | The courts of England are to have jurisdiction to settle any disputes arising out of or\nrelating to this Agreement (including in relation to non-contractual obligations arising in\nconnection with this Agreement or regarding the existence, validity or termination of this\nAgreement or the consequences of its nullity) and the parties submit themselves and their\nassets to the non-exclusive jurisdiction of those courts in relation to such disputes. A\njudgment or order of those courts in connection with this Agreement is conclusive and\nbinding and may be enforced in the courts of any other jurisdiction. No party will seek or\nbe entitled to contest and/or delay and/or obstruct registration or enforcement of such\njudgment and/or order. |\n| |\n| 13.3 | | **Process** |\n| |\n| | | Without prejudice to any other mode of service, each party consents to the service of\nprocess relating to any proceedings under Clause 13.2 (*Dispute Resolution*) at its address as\napplicable under Clause 12.5 (*Notices*) provided a copy of the process is also sent by fax to\nthe fax number there specified. Further if a dispute arises, each of the relevant Seller and\nthe relevant Purchaser undertakes to appoint an agent at an address in England to accept\nservice of proceedings issued by any party under this Clause 13.3 (*Process*) within five (5)\nBusiness Days of being requested in writing by such party to make such appointment. |\n| |\n| 13.4 | | **Waivers** |\n| |\n| | | Each Purchaser and each Seller: |", "source": "agreement_24.md" }, { "id": "836", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 13.4.1 | | waives to the fullest extent permitted by law any objection which it may now or\nhereafter have to the courts referred to in Clause 13.2 (*Dispute Resolution*) on grounds\nof inconvenient forum or otherwise as regards proceedings in connection with this\nAgreement; and |\n| |\n| | 13.4.2 | | agrees that a judgment or order of any court referred to in Clause 13.2 (*Dispute\nResolution*) in connection with this Agreement is conclusive and binding on it and may\nbe enforced against it in the courts of any other jurisdiction. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 13.5 | | **No Immunity** |\n| |\n| | | Each Seller and each Purchaser irrevocably and unconditionally: |", "source": "agreement_24.md" }, { "id": "837", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 13.5.1 | | agrees that if any other party brings legal proceeding against it or its assets in\nrelation to this Agreement, no immunity from such legal proceedings (which will be\ndeemed to include without limitation, suit, attachment prior to judgment, other\nattachment, the obtaining of judgment, execution or other enforcement) will be claimed\nby or on behalf of itself or with respect to its assets; |\n| |\n| | 13.5.2 | | waives any such right of immunity which it or its assets now has or may in the future\nacquire; and |\n| |\n| | 13.5.3 | | consents generally in respect of any such proceedings to the giving of any relief or\nthe issue of any process in connection with such proceedings including, without\nlimitation, the making, enforcement or execution against any property whatsoever\n(irrespective of its use or intended use) of any order of judgment which may be made or\ngiven in such proceedings. |\n\n\n\n- 19 -", "source": "agreement_24.md" }, { "id": "838", "text": "| | | |\n| --- | --- | --- |\n| 14. | | **BROKERS AND OTHER THIRD PARTIES** |\n| |\n| 14.1 | | **No Brokers** |\n| |\n| | | Each party represents and warrants to the other parties that it has not paid, agreed to pay\nor caused to be paid directly or indirectly in any form, any commission, percentage,\ncontingent fee, brokerage or other similar payments of any kind, in connection with the\nestablishment or operation of this Agreement, to any Person (other than fees payable by each\nparty to its legal advisers, tax advisers or other professional consultants). |\n| |\n| 14.2 | | **Indemnity** |\n| |\n| | | Each party agrees to indemnify and hold the other parties harmless from and against any and\nall claims, suits, damages, costs and expenses (including, but not limited to reasonable\nattorneys’ fees) asserted by any agent, broker or other third party for any commission or\ncompensation of any nature whatsoever based upon this Agreement or any Transaction Documents\nor any Aircraft, if such claim, suit, damage, cost or expense arises out of any breach by\nthe indemnifying party, its employees or agents of Clause 14.1 (*No Brokers*). |\n\n\n\n**IN WITNESS** whereof this Agreement has been signed on the day and year first above written.\n\n**The Sellers**\n\n**CELESTIAL AVIATION TRADING 62 LIMITED**\n\n\n\n\n| | | | | |\n|", "source": "agreement_24.md" }, { "id": "839", "text": "**CELESTIAL AVIATION TRADING 62 LIMITED**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ Declan Hartnett\n  | | |\n|   | | | | |\n| Title:\n | | Director | | |\n|   | | | | |\n| Signed at:\n | | Shannon Ireland | | |\n\n\n\n**CELESTIAL AVIATION TRADING 63 LIMITED**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ Declan Hartnett\n  | | |\n|   | | | | |\n| Title:\n | | Director | | |\n|   | | | | |\n| Signed at:\n | | Shannon Ireland | | |\n\n\n\n**CELESTIAL AVIATION TRADING 7 LIMITED**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ Declan Hartnett\n  | | |\n|   | | | | |\n| Title:\n | | Director | | |\n|   | | | | |\n| Signed at:\n | | Shannon Ireland | | |\n\n\n\n- 20 -", "source": "agreement_24.md" }, { "id": "840", "text": "**CELESTIAL AVIATION TRADING 24 LIMITED**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ Declan Hartnett\n  | | |\n|   | | | | |\n| Title:\n | | Director | | |\n|   | | | | |\n| Signed at:\n | | Shannon Ireland | | |\n\n\n\n**CELESTIAL AVIATION TRADING 27 LIMITED**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ Declan Hartnett\n  | | |\n|   | | | | |\n| Title:\n | | Director | | |\n|   | | | | |\n| Signed at:\n | | Shannon Ireland | | |\n\n\n\n**The Purchasers**\n\n**ALC B378 34253, LLC**\n\n**By: Air Lease Corporation, its manager**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ John L. Plueger\n  | | |\n|   | | | | |\n| Title:\n | | President & COO | | |\n\n\n\n**ALC B378 34254, LLC**\n\n**By: ALC Warehouse Borrower, LLC**\n\n**By: Air Lease Corporation, its manager**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ John L. Plueger\n  | | |\n|   | | | | |\n| Title:\n | | President & COO | | |\n\n\n\n- 21 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "841", "text": "**ALC B378 35228, LLC**\n\n**By: ALC Warehouse Borrower, LLC**\n\n**By: Air Lease Corporation, its manager**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ John L. Plueger\n  | | |\n|   | | | | |\n| Title:\n | | President & COO | | |\n\n\n\n**ALC B378 36529, LLC**\n\n**By: ALC Warehouse Borrower, LLC**\n\n**By: Air Lease Corporation, its manager**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ John L. Plueger\n  | | |\n|   | | | | |\n| Title:\n | | President & COO | | |\n\n\n\n**ALC B773 35254, LLC**\n\n**By: ALC Warehouse Borrower, LLC**\n\n**By: Air Lease Corporation, its manager**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ John L. Plueger\n  | | |\n|   | | | | |\n| Title:\n | | President & COO | | |\n\n\n\n**Air Lease Corporation**\n\n\n\n\n| | | | | |\n|\n\n| By:\n | | /s/ John L. Plueger\n  | | |\n|   | | | | |\n| Title:\n | | President & COO | | |\n\n\n\n- 22 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "842", "text": "**SCHEDULE 1** \n\n**Sellers and Related Aircraft**", "source": "agreement_24.md" }, { "id": "843", "text": "| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |\n| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | **Lease** | | | **Supplemental** | | | | |\n| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | **Lease** | | | **Security** | | | **Rent Balance** | | | | |\n| | | | | | | | | | | | | | | | | | | | | | | | | | | **Base** | | | | | | | **Security** | | | **Deposit** | | | **As at** | | | | |", "source": "agreement_24.md" }, { "id": "844", "text": "| | | | | | | | | | | | | | | | | | | | | | | | | | | **Purchase** | | | | | | | **Cash** | | | **(Letter of** | | | **September 30** | | | | |\n| **Aircraft** | | | | | | | | | | **Aircraft** | | | **Aircraft** | | | **Engine** | | | **Engine** | | | **Price** | | | **Deposit** | | | **Deposit** | | | **Credit)** | | | **2010** | | | | |\n| **No.** | | **Seller** | | | **Purchaser** | | | **Type** | | | **MSN** | | | **Type** | | | **MSNs** | | | **($)** | | | **($)** | | | **($)** | | | **($)** | | | **($)** | | | **Lessee** | |", "source": "agreement_24.md" }, { "id": "845", "text": "| 1. | | Celestial Aviation Trading 62 Limited | | ALC B378 34253, LLC | | | B737-800 | | | | 34253 | | | CFM56-7B26 | | | 893698892700 | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | |\n|   | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |\n| 2. | | Celestial Aviation Trading 63 Limited | | ALC B378 34254, LLC | | | B737-800 | | | | 34254 | | | CFM56-7B26 | | | 893766893760 | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | |", "source": "agreement_24.md" }, { "id": "846", "text": "|   | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |\n| 3. | | Celestial Aviation Trading 7 Limited | | AirLease Corporation or its Purchaser Nominee | | | B737-800 | | | | 35228 | | | CFM56-7B26/3 | | | 896529896530 | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | |\n|   | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |", "source": "agreement_24.md" }, { "id": "847", "text": "| 4. | | Celestial Aviation Trading 24 Limited | | ALC B378 36529, LLC | | | B737-800 | | | | 36529 | | | CFM56-7B26/3 | | | 896413896414 | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | |\n|   | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |\n| 5. | | Celestial Aviation Trading 27 Limited | | ALC B773 35254 LLC | | B777-300ER | | | 35254 | | | GE90-115B | | | 906296906297 | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | |", "source": "agreement_24.md" }, { "id": "848", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 23 -", "source": "agreement_24.md" }, { "id": "849", "text": "**Aircraft to be subject to separate sale and purchase agreement**\n\n\n\n\n| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |\n|\n\n| Celestial Aviation Trading 71 Limited | | | ALC B378 35217, LLC | | | | B737-800 | | | | 35217 | | | CFM56-7B26/3 | | | 894111894112 | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | | | | [\\*] | |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 24 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "850", "text": "**SCHEDULE 2**\n\n**LEASE DOCUMENTS**\n\n**Aircraft No.1**\n\n[\\*]", "source": "agreement_24.md" }, { "id": "851", "text": "[\\*]\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Aircraft Specific Lease Agreement dated 12 April 2005 between Celestial Aviation\nTrading 62 Limited as lessor and [\\*] as lessee. |\n| |\n| | 2. | | Amendment to the Aircraft Specific Lease Agreement dated 7 November 2005 between\nCelestial Aviation Trading 62 Limited as lessor and [\\*] as lessee. |\n| |\n| | 3. | | Aircraft Warranty and Customer Support Assignment Agreement dated February 10 2006\nbetween Celestial Aviation Trading 62 Limited as assignor, and [\\*] as assignee and includes\nan Acknowledgement addressed to Celestial Aviation Trading 62 Limited and [\\*] from The\nBoeing Company. |\n| |\n| | 4. | | Assignment of Engine Warranties dated February 10 2006 between the Celestial Aviation\nTrading 62 Limited as assignee, [\\*] as operator and GECC as assignor along with Notice\naddressed to General Electric Aircraft Engines from GECC. |\n| |\n| | 5. | | Certificate of Acceptance dated 10 February 2006 between Celestial Aviation Trading 62\nLimited as lessor and [\\*] as lessee. |\n| |\n| | 6. | | Notice of Exercise of Extension Option from Celestial Aviation Trading 62 Limited dated\n4 December 2009. |\n| |\n| | 7. | | Common Terms Agreement dated 12 April 2005 between GECAS and [\\*]. |\n| |\n| | 8. | | Common Terms Agreement Amendment dated 29 June 2006 between GECAS and [\\*]. |", "source": "agreement_24.md" }, { "id": "852", "text": "**Aircraft No.2**\n\n[\\*]\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Aircraft Specific Lease Agreement dated 1 April, 2005 between Celestial Aviation\nTrading 63 Limited as lessor, [\\*] as lessee and [\\*] as consenting party. |\n| |\n| | 2. | | Amendment No.1 to Aircraft Specific Lease Agreements dated 18 October 2005 between\nCelestial Aviation Trading 63 Limited as lessor and [\\*] as lessee. |\n| |\n| | 3. | | Aircraft Warranty and Customer Support Assignment Agreement dated March 21, 2006\nbetween Celestial Aviation Trading 63 Limited and [\\*] along with Acknowledgement addressed\nto Celestial Aviation Trading 63 Limited and [\\*] from The Boeing Company. |\n| |\n| | 4. | | Assignment of Engine Warranties dated March 21, 2006 between GECC, Celestial Aviation\nTrading 63 Limited and [\\*] as operator along with Notice to General Electric Aircraft\nEngines from GECC. |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 25 -", "source": "agreement_24.md" }, { "id": "853", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 5. | | Certificate of Acceptance dated March 21, 2006 between Celestial Aviation Trading 63\nLimited as the lessor, [\\*] as the lessee and [\\*] as consenting party. |\n| |\n| | 6. | | Common Terms Agreement dated 21 January 2004 between [\\*], Aviation Financial Services,\nInc. and [\\*]. |\n| |\n| | **7.** | | Novation and Amendment Agreement dated 30 July 2010 between [\\*] as assignor, [\\*] as\nassignee, Celestial Aviation Trading 63 Limited as lessor and [\\*] as consenting party. |\n\n\n\n**Aircraft No.3**\n\n[\\*]", "source": "agreement_24.md" }, { "id": "854", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Aircraft Specific Lease Agreement dated 3 July 2006 between [\\*] as lessee and GECAS\nAircraft Leasing Norway AS as lessor. |\n| |\n| | 2. | | Aircraft Warranty and Customer Support Assignment Agreement dated June 4 2008 between\nCelestial Aviation Trading 7 Limited as assignor, GECAS Aircraft Leasing Norway AS as\nassignee and [\\*] as operator together with the Consent and Agreement from The Boeing\nCompany addressed to Celestial Aviation Trading 7 Limited, GECAS Aircraft Leasing Norway AS\nand [\\*]. |\n| |\n| | 3. | | Amendment to the Aircraft Specific Lease Agreement dated 14 September 2007 between\nGECAS Aircraft Leasing Norway AS as lessor and [\\*] as lessee. |\n| |\n| | 4. | | Assignment of Engine Warranties dated 4 June 2008 between GECC, [\\*], GECAS Aircraft\nLeasing Norway AS and Celestial Aviation Trading 7 Limited. |\n| |\n| | 5. | | Certificate of Acceptance dated 4 June 2008 between GECAS Aircraft Leasing Norway AS as\nlessor and [\\*] as lessee. |\n| |\n| | 6. | | Head Lease Agreement dated 28 May 2008 between Celestial Aviation Trading 7 Limited as\nlessor and GECAS Aircraft Leasing Norway AS as lessee. |\n| |\n| | 7. | | Conditional Sale Agreement dated 4 June 2008 between Celestial Aviation Trading 7", "source": "agreement_24.md" }, { "id": "855", "text": "| |\n| | 7. | | Conditional Sale Agreement dated 4 June 2008 between Celestial Aviation Trading 7\nLimited as buyer and SC Air 737Q Co., Ltd. as seller. |\n| |\n| | 8. | | Participation Agreement dated 4 June 2008 between Celestial Aviation Trading 7 Limited\nas vendor, SC Air 737Q Co., Ltd. as purchaser, GECAS Aircraft Leasing Norway AS as lessor\nand [\\*] as Lessee. |\n| |\n| | 9. | | Acceptance Certificate dated 4 June 2008 between SC Air 737Q Co., Ltd. and GECAS\nAircraft Leasing Norway AS. |", "source": "agreement_24.md" }, { "id": "856", "text": "**Aircraft No.4**\n\n[\\*]\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Aircraft Specific Lease Agreement dated 19 March 2007 between Celestial Aviation\nTrading 24 Limited as lessor and the [\\*] as lessee. |\n| |\n| | 2. | | Amendment to the Aircraft Specific Lease Agreement dated 7 April 2008 between Celestial\nAviation Trading 24 Limited as lessor and [\\*] as lessee. |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 26 -", "source": "agreement_24.md" }, { "id": "857", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 3. | | Certificate of Acceptance dated 8 April 2008 between [\\*] as lessee and Celestial\nAviation Trading 24 Limited as lessor. |\n| |\n| | 4. | | Common Terms Agreement dated 19 March 2007 between Celestial Aviation Trading 24\nLimited and [\\*]. |\n| |\n| | 5. | | Engine Warranties Letter dated 1 April 2007 from [\\*] and GECC to CFM International S.A. |\n\n\n\n**Aircraft No.5**\n\n[\\*]", "source": "agreement_24.md" }, { "id": "858", "text": "**Aircraft No.5**\n\n[\\*]\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Aircraft Specific Lease Agreement dated March 11, 2009 between Celestial Aviation\nTrading 27 Limited as lessor and [\\*] as lessee. |\n| |\n| | 2. | | Lease Supplement No.1 dated March 12, 2009 between Celestial Aviation Trading 27\nLimited as lessor and [\\*] as lessee. |\n| |\n| | 3. | | Consent to Assignment of Engine Warranty dated March 12, 2009 signed by Manufacturer. |\n| |\n| | 4. | | Engine Warranty Assignment dated March 12, 2009 between [\\*] as assignor and Celestial\nAviation Trading 27 Limited as assignee together with the Consent of General Electric\nCompany. |\n| |\n| | 5. | | Certificates of Technical Acceptance dated March 11, 2009 between Celestial Aviation\nTrading 27 Limited as lessor and [\\*] as lessee. |\n| |\n| | 6. | | Amended and Restated Common Terms Agreement dated October 15 2006 between GECAS and\n[\\*]. |\n\n\n\nLease Documents for Aircraft to be subject to separate sale and purchase agreement:\n\n[\\*]", "source": "agreement_24.md" }, { "id": "859", "text": "Lease Documents for Aircraft to be subject to separate sale and purchase agreement:\n\n[\\*]\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | Aircraft Specific Lease Agreement dated 20 July 2005 between [\\*] as the lessee and\nCelestial Aviation Trading 72 Limited as the lessor. |\n| |\n| | 2. | | Aircraft Specific Lease Novation Agreement dated 20 July 2005 between Celestial\nAviation Trading 71 Limited as the new lessor, [\\*] as lessee and Celestial Aviation Trading\n72 Limited as existing lessor. |\n| |\n| | 3. | | Amendment Agreement to the Specific Lease Agreement dated 21 February 2006 between\nCelestial Aviation Trading 71 Limited as lessor and [\\*] as lessee. |\n| |\n| | 4. | | Rectification and Amendment Letter to the Aircraft Specific Lease Agreement, dated 8\nNovember 2005 between GECAS, Celestial Aviation Trading 72 Limited and the [\\*]. |\n| |\n| | 5. | | Aircraft Warranty and Customer Support Assignment Agreement dated August 22 2007\nbetween Celestial Aviation Trading 71 Limited and [\\*]. Together with the Consent and\nAgreement from The Boeing Company addressed to Celestial Aviation Trading 71 Limited and\n[\\*]. |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 27 -", "source": "agreement_24.md" }, { "id": "860", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 6. | | Assignment of Engine Warranties dated August 22 2007 between Celestial Aviation Trading\n71 Limited, [\\*] and GECC as assignor along with Notice addressed to General Electric\nAircraft Engines from GECC. |\n| |\n| | 7. | | Common Terms Agreement dated 20 July 2005 between GECAS and [\\*]. |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 28 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "861", "text": "**SCHEDULE 3** \n\n**Definitions**\n\n“**Acceptance Certificate**” means, for any Aircraft, a certificate of technical acceptance in respect\nof such Aircraft substantially in the form of Schedule 7;\n\n“**Air Authority**” means, for any Aircraft, the civil aviation authority of the State of Registration;\n\n“**Aircraft**” means any each or all, as the context may require, of the aircraft described in Schedule\n1 and listed as Aircraft No. 1, Aircraft No. 2, Aircraft\nNo. 3, Aircraft No. 4 and Aircraft No.5\n(which term includes, where the context admits, a separate reference to all relevant Engines, Parts\nand Aircraft Documents);\n\n“**Aircraft Documents**” means, for any Aircraft, the documents, data and records identified or\nreferred to in or attached to the original acceptance certificate signed by the relevant Lessee and\nall additions, renewals and replacements made from time to time thereto prior to Delivery in\nrespect of the relevant Aircraft, to the extent that Seller of such Aircraft has acquired title\nthereto as at the Effective Time;\n\n“**Aircraft Specific Lease Agreement**” or “**Aircraft Lease Agreement**” means, for any Aircraft, the\nAircraft Specific Lease Agreement or Aircraft Lease Agreement, as the case may be, as specified in\nrelation to such Aircraft in Schedule 2;\n\n“**Assignment of Warranties**” means, for any Aircraft, an assignment of warranties in respect of such\nAircraft to be agreed between the relevant Seller and the relevant Purchaser prior to Delivery in\nrespect of such Aircraft;\n\n“**Base Purchase Price**”, for any Aircraft, is defined in Clause 5.1;", "source": "agreement_24.md" }, { "id": "862", "text": "“**Base Purchase Price**”, for any Aircraft, is defined in Clause 5.1;\n\n“**Bill of Sale**” means, for any Aircraft, a bill of sale in respect of such Aircraft duly executed by\nthe relevant Seller in respect of such Aircraft and substantially in the form of Schedule 6;\n\n“**Business Day**” means a day (other than a Saturday or Sunday) on which banks are open for business\nin London, Dublin and New York;\n\n“**Cape Town Convention**” means the Convention on International Interests in Mobile Equipment and its\nProtocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001;\n\n“**Common Terms Agreement**” means, for any Aircraft, the Aircraft Lease Common Terms Agreement as\nspecified in relation to such Aircraft in Schedule 2;\n\n“**Delivery**” means, for any Aircraft, the transfer of title to such Aircraft by the relevant Seller\nto the relevant Purchaser hereunder as provided in Clause 7.1 (*Delivery*);\n\n“**Delivery Date**” means, for any Aircraft, the date, being a Business Day, on which Delivery in\nrespect of such Aircraft occurs;\n\n“**Delivery Location**”, for any Aircraft, is defined in Clause 7.3;\n\n**“Deposit”** means, for any Aircraft, the deposit amount specified opposite such Aircraft in Schedule\n1;\n\n“**Effective Time**” means, for any Aircraft, the time when each of the parties thereto has executed\nand delivered the applicable Effective Time Notice;\n\n“**Effective Time Notice**” has, for any Aircraft, the meaning provided in the applicable Lease\nNovation;\n\n- 29 -", "source": "agreement_24.md" }, { "id": "863", "text": "“**Engine Manufacturer**” means CFM International S.A. in respect of Aircraft No.1, Aircraft No.2,\nAircraft No. 3, Aircraft No.4 and the Other Aircraft and means General Electric in respect of\nAircraft No. 5;\n\n“**Engine Warranty Assignment**” means, for any Aircraft, an assignment of warranties in respect of the\nEngines applicable to such Aircraft to be agreed between the relevant Seller and the relevant\nPurchaser prior to Delivery in respect of such Aircraft;\n\n“**Engines**” means, for any Aircraft, the engines specified opposite such Aircraft in Schedule 1\ntogether with all equipment and accessories belonging to, installed in, or appurtenant to, such\nengines;\n\n“**Event of Default**” has the meaning, for any Aircraft, given to it in the relevant Lease applicable\nto such Aircraft;\n\n“**Event of Loss**” has the meaning, for any Aircraft, given to it in the relevant Lease applicable to\nsuch Aircraft;\n\n“**Expected Delivery Location**” means, for any Aircraft, such location to be agreed between the\nrelevant Seller and the relevant Purchaser prior to the Delivery Date in respect of such Aircraft;\n\n“**Final Delivery Date**” means [\\*], provided that in the event a Delivery of an Aircraft has not\noccurred by the Final Delivery Date as a consequence of circumstances outside the control of either\nof the parties to this Agreement, including a failure to obtain the cooperation of a Lessee to the\ntransactions contemplated by this Agreement or the location of the Aircraft does not meet the\nrequirements of this Agreement, the Final Delivery Date shall automatically be extended until such\ncircumstances are no longer an obstacle to the Delivery, provided further that in no event shall\nthe Final Delivery Date extend beyond [\\*];", "source": "agreement_24.md" }, { "id": "864", "text": "or, for any Aircraft, such other date as the Seller of such Aircraft and the Purchaser of such\nAircraft may agree;\n\n“**Government Entity**” means:\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (a) | | any national government, political subdivision thereof, or local jurisdiction\ntherein; |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (b) | | any instrumentality, board, commission, court, or agency of any of the above, however\nconstituted; and |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (c) | | any association, organisation or institution of which any of the above is a member or\nto whose jurisdiction any thereof is subject or in whose activities any of the above is a\nparticipant; |\n\n\n\n“**International Registry**” means the registry established pursuant to the Cape Town Convention;\n\n“**Invoice**” means, for any Aircraft, an invoice in respect of the sale of such Aircraft substantially\nin the form of Schedule 8;\n\n“**Law**” includes (a) any statute, decree, constitution, regulation, order, judgment or other\ndirective of any Government Entity; (b) any treaty, pact, compact or other agreement to which any\nGovernment Entity is a signatory or party; (c) any judicial or administrative interpretation or\napplication of any Law described in (a) or (b) above; and (d) any amendment or revision of any Law\ndescribed in (a), (b) or (c) above;", "source": "agreement_24.md" }, { "id": "865", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 30 -", "source": "agreement_24.md" }, { "id": "866", "text": "“**Lease**” means, for any Aircraft, the Aircraft Specific Lease Agreement or Aircraft Lease\nAgreement as the case may be in respect of such Aircraft between the Seller or Lessor of such\nAircraft and the relevant Lessee, incorporating, in respect of such Aircraft, the provisions of the\nCommon Terms Agreement for such Aircraft, in each case as amended from time to time prior to the\nEffective Time;\n\n**“Lease Damage Notification Threshold”** has the meaning, for any Aircraft, given to the term “Damage\nNotification Threshold” in the relevant Lease applicable to such Aircraft;\n\n“**Lease Documents**” means the documents listed as such in Schedule 2 in relation to any Aircraft;\n\n“**Lease Novation**” means a novation agreement in respect of the relevant Lease applicable to the\nrelevant Aircraft between the Seller of such Aircraft, the New Lessor in respect of such Aircraft\nand relevant Lessee;\n\n“**Lease Security Deposit**” means in respect of each Aircraft the amount specified in Schedule 1\nopposite such Aircraft in the form of cash or a letter of credit held (or to be held) by the Seller\nof such Aircraft in respect of the security deposit paid by the relevant Lessee under the relevant\nLease:\n\n“**Lessee**” means, for any Aircraft, the person specified as the lessee of such Aircraft opposite such\nAircraft in Schedule 1;\n\n“**Lessor**” means, for any Aircraft, the person (if not the relevant Seller) named as the “lessor” in\nthe Lease relating to such Aircraft immediately prior to its novation pursuant to the relevant\nLease Novation;", "source": "agreement_24.md" }, { "id": "867", "text": "“**Lex Situs Opinion**” means, for any Aircraft, an opinion of counsel acceptable to each of the\nrelevant Purchaser and the relevant Seller in respect of such Aircraft in the jurisdiction in which\nsuch Aircraft is located at Delivery in respect of such Aircraft, in form and substance\nsatisfactory to both such Purchaser and such Seller;\n\n**“LIBOR”** means the London Interbank Offer Rate in respect of Dollar borrowings for a [\\*] month\nperiod as shown on the Bloomberg BBAM1 page on the date that interest starts to accrue on the\nDeposit pursuant to Clause 5.22.\n\n“**Losses**” means losses, liabilities, claims, proceedings, penalties, judgments, damages, costs and\nexpenses;\n\n“**Manufacturer**” means The Boeing Company;\n\n“**Net Purchase Price**”, for any Aircraft, is defined in Clause 5.4;\n\n“**New Lessor**” means for any Aircraft, the person (if not the relevant Purchaser) named as the “new\nlessor” in the Lease relating to such Aircraft immediately after its novation pursuant to the\nrelevant Lease Novation;\n\n“**Novated Lease**” means, for any Aircraft, the Lease in respect of such Aircraft as novated and\namended by the applicable Lease Novation;\n\n“**Other Agreement**” means any sale agreement, or related agreement, entered into between Celestial\nAviation Trading 71 Limited seller and ALC B378 35217 LLC as purchaser in relation to the Other\nAircraft;\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 31 -", "source": "agreement_24.md" }, { "id": "868", "text": "“**Other Aircraft**” means the B737-800 aircraft with manufacturer’s serial number 35217 which is\nleased to [\\*];\n\n“**Parent Purchaser**” means Air Lease Corporation, a corporation established in the State of Delaware\nof 2000 Avenue of the Stars, Suite 600N, Los Angeles, CA90067, United States of America;\n\n“**Part**” means, for any Aircraft, whether or not installed on such Aircraft, any component,\nfurnishing or equipment (other than a complete Engine) furnished with such Aircraft on the\napplicable Delivery Date;\n\n“**Permitted Liens**” means any Security Interest created by or resulting from debts or liabilities or\nactions of any Purchaser, any Purchaser Nominee or any New Lessor; and the rights conferred by the\nLease Documents in respect of such Aircraft and Security Interests which the relevant Lessee is\npermitted under the Lease in respect of such Aircraft to allow to subsist (but excluding any\nSecurity Interest created by or attributable to debts or liabilities of any Seller or any of its\nsubsidiaries or affiliates);\n\n“**Person**” means any individual person, corporation, partnership, firm, joint stock company, joint\nventure, trust, estate, unincorporated organisation, association, Government Entity, or\norganisation or association of which any of the above is a member or a participant;\n\n“**Purchase Price**”, for any Aircraft, is defined in Clause 5.3;\n\n“**Purchaser Conditions Precedent**” means, for any Aircraft, the conditions set out in Part B of\nSchedule 4;\n\n“**Purchaser Nominee**” means any wholly owned subsidiary of the Parent Purchaser or such other\nperson that complies with the relevant Seller’s and GE Capital Aviation Services Limited’s know\nyour customer checks and due diligence;", "source": "agreement_24.md" }, { "id": "869", "text": "“**Rent**”, for any Aircraft, has the meaning given to it in the relevant Lease;\n\n“**Rent Date**” for any Aircraft, has the meaning given to it in the relevant Lease;\n\n“**Scheduled Closing Date**” means for each Aircraft, the date which is the soonest practicable date\nfollowing execution of the Lease Novation for such Aircraft on which the sale of the Aircraft may\nbe accomplished in accordance with such Lease Novation and this Agreement;\n\n“**Security Interest**” means any security interest, mortgage, charge, pledge, lien, encumbrance,\nassignment, hypothecation, right of set-off or any other agreement or arrangement having the effect\nof conferring security;\n\n“**Seller Conditions Precedent**” means, for any Aircraft, the conditions specified in Part A of\nSchedule 4;\n\n“**State of Design**” has the meaning given to it in the relevant Lease;\n\n“**State of Registration**” means for:\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (a) | | Aircraft No. 1 [\\*]; |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (b) | | Aircraft No. 2 [\\*]; |\n\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 32 -", "source": "agreement_24.md" }, { "id": "870", "text": "| | | |\n| --- | --- | --- |\n| (c) | | Aircraft No. 3 [\\*]; |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (d) | | Aircraft No. 4 [\\*]; and |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (e) | | Aircraft No. 5 [\\*]. |\n\n\n\n“**State of Registration Opinion**” means a legal opinion from lawyers in the State of Registration in\nform and substance satisfactory to the relevant Seller and the relevant Purchaser;\n\n“**Supplemental Rent**” in respect of any Aircraft, has the meaning ascribed to it in the relevant\nLease, including, if relevant, amounts held by the lessor under such Lease as “Maintenance\nReserves” or the like in respect of maintenance of the airframe, engines, landing gear and other\nparts and components of the relevant Aircraft;\n\n“**Taxes**” means any and all present and future taxes, duties, withholdings, levies, assessments,\nimposts, fees and other governmental charges of all kinds (including without limitation any sale or\ntransfer tax, any VAT or similar tax and any stamp, documentary, registration or similar tax),\ntogether with any penalties, fines, surcharges and interest thereon and any additions thereto;\n\n“**Transaction Documents**” means, for any Aircraft, this Agreement, the applicable Lease Novation, the\napplicable Bill of Sale, the applicable Acceptance Certificate, the applicable Assignment of\nWarranties, the applicable Engine Warranty Assignment and any agreement amending or supplementing\nany of the foregoing documents and any agreement or document agreed by the relevant Seller and the\nrelevant Purchaser as being a Transaction Document;", "source": "agreement_24.md" }, { "id": "871", "text": "“**US$” and** “**Dollars**” means the lawful currency of the United States of America, and (in relation to\nall payments in dollars to be made under this Agreement) same day funds; and\n\n“**VAT**” means value added tax and any goods and services, sales, consumption or turnover tax,\nimposition or levy of a like nature.\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| \\* | | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 33 -", "source": "agreement_24.md" }, { "id": "872", "text": "**SCHEDULE 4 \n\nConditions Precedent**\n\n**PART A \nSeller Conditions Precedent**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 1. | | Seller shall have received each of the following documents and evidence in respect of\nthe relevant Aircraft on or prior to the Delivery Date of such Aircraft: |", "source": "agreement_24.md" }, { "id": "873", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | a certified copy of the certificate of incorporation and the up-to-date\nmemorandum and articles of association of the relevant Purchaser and the resolutions of\nthe board of directors and power of attorney from such Purchaser in relation to the\nexecution of this Agreement and the other Transaction Documents relating to such\nAircraft; |\n| |\n| | (b) | | the Acceptance Certificate relating to such Aircraft duly executed by the\nrelevant Purchaser; |\n| |\n| | (c) | | copies of each Transaction Document relating to such Aircraft (other than the\nrelevant Bill of Sale and Effective Time Notice) duly executed by the parties thereto\n(other than the relevant Seller); |\n| |\n| | (d) | | if the relevant Aircraft is not delivered in the Expected Delivery Location or\ninternational airspace, the Lex Situs Opinion (the cost of which is to be split equally\nbetween the relevant Purchaser and Seller) duly signed by counsel providing the same; |\n| |\n| | (e) | | all conditions precedent specified in the Lease Novation relating to such\nAircraft, including without limitation a revised insurance certificate, (other than\nthose conditions precedent expressed to be solely for the benefit of the relevant New\nLessor) have been fulfilled or waived to the satisfaction of the relevant Seller; |\n| |\n| | (f) | | an opinion from tax advisers to the relevant Seller, at no cost to the relevant\nPurchaser, confirming the absence of any Taxes in the jurisdiction in which the relevant\nAircraft is delivered arising as a result of such transfer; and |\n| |", "source": "agreement_24.md" }, { "id": "874", "text": "Aircraft is delivered arising as a result of such transfer; and |\n| |\n| | (g) | | an opinion of in-house counsel to the Parent Purchaser regarding due execution\nof the Transaction Documents relating to such Aircraft by the relevant Purchaser. |", "source": "agreement_24.md" }, { "id": "875", "text": "| | | |\n| --- | --- | --- |\n| 2. | | The relevant Seller shall have received the Purchase Price in respect of the relevant\nAircraft in accordance with the provisions of this Agreement. |\n| |\n| 3. | | The relevant Seller shall be satisfied that the Delivery Location, and the\narrangements described in Clause 7 (*Delivery*), do not give rise to any Taxes, other than Taxes\nwhich the relevant Seller or Purchaser shall have agreed in writing to bear. |\n| |\n| 4. | | The representations given by the relevant Purchaser in the Transaction Documents\nrelating to the relevant Aircraft being true and accurate on the relevant Delivery Date. |\n| |\n| 5. | | The relevant Purchaser not being in default of its obligations under this Agreement or\nany Other Agreement. |\n| |\n| 6. | | No change having occurred after the date of this Agreement in any applicable Law which\nwould make it illegal for the relevant Seller to perform any of its obligations under any\nTransaction Documents relating to the relevant Aircraft to which it is a party (and any other |\n\n\n\n- 34 -", "source": "agreement_24.md" }, { "id": "876", "text": "| | | |\n| --- | --- | --- |\n| | | documents or agreements to be entered into pursuant thereto); **provided that** if any such\nchange has occurred the parties shall use all reasonable co-operative endeavours to\nrestructure the transaction contemplated by such documents so as to avoid the aforementioned\nillegality. |\n\n\n\n**PART B \n\nPurchaser Conditions Precedent**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 1. | | Purchaser shall have received each of the following documents and evidence in respect\nof the relevant Aircraft on or prior to the Delivery Date of such Aircraft: |", "source": "agreement_24.md" }, { "id": "877", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | a certified copy of the certificate of incorporation and up-to-date memorandum\nand articles of association of the relevant Seller and the resolutions of the board of\ndirectors and power of attorney from such Seller in relation to the execution of this\nAgreement and the other Transaction Documents relating to such Aircraft; |\n| |\n| | (b) | | signed originals (or, where signed originals are not in the relevant Seller’s\npossession, certified true copies) of each of the Lease Documents (including any chattel\npaper originals) relating to such Aircraft (provided that each original Common Terms\nAgreement shall be retained by the relevant Seller) and a certified true copy of the\nrelevant Common Terms Agreement; |\n| |\n| | (c) | | copies of each Transaction Document relating to such Aircraft (other than the\nrelevant Bill of Sale, the Effective Time Notice and the Acceptance Certificate) duly\nexecuted by the parties thereto (other than the relevant Purchaser); |\n| |\n| | (d) | | if the relevant Aircraft is not delivered in the Expected Delivery Location or\ninternational airspace, the Lex Situs Opinion (the cost of which is to be split equally\nbetween the relevant Purchaser and Seller) duly signed by counsel providing the same; |\n| |\n| | (e) | | an opinion from tax advisers to the relevant Purchaser, at no cost to the\nrelevant Seller, confirming the absence of any Taxes in the jurisdiction in which the\nrelevant Aircraft is delivered arising as a result of such transfer; |\n| |\n| | (f) | | all conditions precedent specified in the Lease Novation relating to such", "source": "agreement_24.md" }, { "id": "878", "text": "| |\n| | (f) | | all conditions precedent specified in the Lease Novation relating to such\nAircraft (other than those conditions precedent expressed to be solely for the benefit\nof the relevant Seller) have been fulfilled or waived to the satisfaction of the\nrelevant New Lessor; |\n| |\n| | (g) | | a priority search certificate at or immediately prior to Delivery in respect of\nsuch Aircraft showing no existing International Interest which is superior in priority\nto the relevant Seller’s ownership of such Aircraft; |\n| |\n| | (h) | | an opinion of Irish counsel to the relevant Seller, at no cost to the relevant\nPurchaser, regarding due execution of the Transaction Documents relating to such\nAircraft by the relevant Seller; and |\n| |\n| | (i) | | originals of each bill of sale in the relevant Seller’s possession in respect\nof such Aircraft which has been executed and delivered in respect of previous title\ntransfers of such Aircraft since it was delivered by the relevant Manufacturer. |", "source": "agreement_24.md" }, { "id": "879", "text": "| | | |\n| --- | --- | --- |\n| 2. | | The relevant Purchaser shall be satisfied that the Delivery Location, and the\narrangements described in Clause 7 (*Delivery*), do not give rise to any Taxes, other than any\nTaxes which the relevant Seller or Purchaser shall have agreed in writing to bear. |\n\n\n\n- 35 -", "source": "agreement_24.md" }, { "id": "880", "text": "| | | |\n| --- | --- | --- |\n| 3. | | Neither the relevant Aircraft nor any Engine relating to such Aircraft shall have\nsuffered an Event of Loss. |\n| |\n| 4. | | The representations given by the relevant Seller in the Transaction Documents relating\nto the relevant Aircraft being true and accurate on the Delivery Date. |\n| |\n| 5. | | The relevant Seller not being in default of its obligations under this Agreement or\nany other Transaction Document or any Lease Document, in each case relating to the relevant\nAircraft. |\n| |\n| 6. | | No change having occurred after the date of this Agreement in any applicable Law which\nwould make it illegal for the relevant Purchaser to perform any of its obligations under any\nTransaction Documents relating to such Aircraft to which it is a party (and any other\ndocuments or agreements to be entered into pursuant thereto); **provided that** if any such change\nhas occurred the parties shall use all reasonable co-operative endeavours to restructure the\ntransaction contemplated by such documents so as to avoid the aforementioned illegality. |\n| |\n| 7. | | No Event of Default shall have occurred and be continuing under the Lease Documents\nrelating to the relevant Aircraft nor shall relevant Lessee be in default with respect to any\nof its obligations to make scheduled payments to the relevant Seller under the relevant Lease. |\n| |\n| 8. | | The relevant Purchaser shall have inspected the Aircraft (including the Aircraft\nDocuments) to its satisfaction in accordance with Clause 8.2 and the relevant Aircraft shall,\non the Delivery Date, not have suffered any damage above the Dollar thresholds specified in\nClause 3.5 unless the damage has been rectified to the reasonable satisfaction of the relevant", "source": "agreement_24.md" }, { "id": "881", "text": "Clause 3.5 unless the damage has been rectified to the reasonable satisfaction of the relevant\nPurchaser as provided for in Clause 3.5.2. |\n| |\n| 9. | | The relevant Aircraft and the relevant Lease shall be free of any Security Interests\nother than the Novated Lease and the Permitted Liens. |\n| |\n| 10. | | The relevant Purchaser shall have received written confirmation from the relevant Seller that\nthere are no outstanding invoices that such Seller has received from the relevant Lessee or a\nthird party maintenance provider in respect of maintenance contribution claims (corresponding\nto Supplemental Rent (or, if applicable, maintenance reserve) payments made by the relevant\nLessee) payable by the relevant Seller or Lessor under the relevant Lease. |", "source": "agreement_24.md" }, { "id": "882", "text": "- 36 -", "source": "agreement_24.md" }, { "id": "883", "text": "**SCHEDULE 5 \n\nRepresentations and Warranties**\n\n**PART A \n\nSeller’s Representations and Warranties**", "source": "agreement_24.md" }, { "id": "884", "text": "| | | |\n| --- | --- | --- |\n| 1. | | **General Representations and Warranties**: The relevant Seller in respect of each\nAircraft represents and warrants to the relevant Purchaser in respect of such Aircraft that\nthe following statements are now and on the relevant Delivery Date will be, true and accurate: |\n| |\n| 1.1 | | such Seller duly exists under the laws of Ireland and has the power to enter into and\nimplement the transactions contemplated by the Transaction Documents relating to such Aircraft\nto which it is a party; |\n| |\n| 1.2 | | the execution, delivery and performance of the Transaction Documents relating to such\nAircraft to which it is a party have been duly authorised by all necessary corporate action on\nthe part of such Seller; |\n| |\n| 1.3 | | the Transaction Documents relating to such Aircraft to which it is a party constitute\nlegal, valid and binding obligations of such Seller; |\n| |\n| 1.4 | | each consent required by such Seller to authorise, or required by it in connection\nwith the execution, delivery, performance, legality, validity or enforceability of the\nTransaction Documents relating to such Aircraft to which it is a party has been obtained and\nis in full force and effect, and there is no default in the observance or performance of any\nof the conditions and restrictions (if any) imposed on or in connection therewith; and |\n| |\n| 1.5 | | the execution, delivery and performance by such Seller of the Transaction Documents\nrelating to such Aircraft to which it is a party will not (i) conflict with, or result in any\nmaterial breach of, any of the terms of, or constitute a default under, any agreement or", "source": "agreement_24.md" }, { "id": "885", "text": "material breach of, any of the terms of, or constitute a default under, any agreement or\ndocument to which it is a party or by which it or any of its property or assets may be bound\nor (ii) contravene or conflict with the provisions of its constitutive documents. |\n| |\n| 2. | | **The Aircraft and the Lease:** The relevant Seller in respect of each Aircraft further\nrepresents and warrants to the relevant Purchaser in respect of such Aircraft on the relevant\nDelivery Date as follows: |\n| |\n| 2.1 | | such Seller will at Delivery have full legal and beneficial title in and to such\nAircraft (except that Seller holds only beneficial and not legal title to Aircraft No.3), free\nand clear of all Security Interests other than the Novated Lease relating to such Aircraft and\nPermitted Liens; |\n| |\n| 2.2 | | to its knowledge there are no claims or actions pending or threatened in respect of\nsuch Aircraft which, if unsatisfied, would give rise to a Security Interest over such Aircraft\nin favour of any third party; |\n| |\n| 2.3 | | so far as concerns the obligations of such Seller all authorisations, consents,\nregistrations and notifications required in connection with the entry into, performance,\nvalidity and enforceability of, this Agreement, the transactions contemplated by this\nAgreement and the Transaction Documents relating to such Aircraft to which it is a party, have\nbeen (or will on or before Delivery have been) obtained or effected (as appropriate) and are\n(or will on their being obtained or effected be) in full force and effect; |", "source": "agreement_24.md" }, { "id": "886", "text": "- 37 -", "source": "agreement_24.md" }, { "id": "887", "text": "| | | |\n| --- | --- | --- |\n| 2.4 | | to its knowledge, since the inspection by the Purchaser of such Aircraft, such\nAircraft has not been involved in any incident which caused damage to such Aircraft that would\nexceed the Lease Damage Notification Threshold to repair; |\n| |\n| 2.5 | | to its knowledge, no compulsory airworthiness directives or service bulletins\ndesignated by the State of Design as “mandatory” are outstanding against such Aircraft; |\n| |\n| 2.6 | | the information provided by such Seller to such Purchaser prior to Delivery of such\nAircraft as to the identities of all such Seller’s predecessors in title to such Aircraft is\ncomplete and accurate; |\n| |\n| 2.7 | | it is not aware of any Event of Loss having occurred with respect to such Aircraft or\nany of the Engines relating to such Aircraft; |\n| |\n| 2.8 | | the Lease Documents relating to such Aircraft constitute the entire agreement between\nsuch Seller and Lessee with respect to such Aircraft immediately prior to Delivery (other than\nas contemplated by the relevant Lease Novation) and there have been no other amendments or\nmodifications entered into with respect to such Lease Documents that will continue to have\neffect following the Effective Time with respect to such Aircraft or which have not been\ndisclosed; |\n| |\n| 2.9 | | such Seller is not in default in respect of any of its obligations to the relevant\nLessee under the relevant Lease Documents; |\n| |\n| 2.10 | | the relevant Lessee has not prepaid any Rent nor has the relevant Lessee been\nrelieved of of its obligation to pay Rent during the Lease relating to such Aircraft other", "source": "agreement_24.md" }, { "id": "888", "text": "relieved of of its obligation to pay Rent during the Lease relating to such Aircraft other\nthan under and in accordance with the terms of the relevant Lease; |\n| |\n| 2.11 | | it has not assigned or transferred any of its rights or obligations under the Lease\nDocuments relating to such Aircraft except pursuant to the relevant Lease Novation; |\n| |\n| 2.12 | | it is not aware that any Event of Default has occurred and is continuing under the\nrelevant Lease Documents; |\n| |\n| 2.13 | | such Seller has not consented to any assignment by the relevant Lessee of its rights\nunder the relevant Lease or to any sublease of such Aircraft except as disclosed to such\nPurchaser or, so far as such Seller is aware, to any transfer of possession of such Aircraft\nexcept as permitted by the terms of the relevant Lease; |\n| |\n| 2.14 | | in the case of each relevant Seller, there is no actual litigation or arbitration,\ndispute resolution or proceedings before any court or arbitrator involving that Seller which\nby itself or together with any other such proceedings or claim, if determined adversely to it, could be reasonably expected to have a material adverse effect on the Lessor’s or Lessee’s\nability to perform its obligations under the relevant Lease Documents or on such Seller’s\nability to perform its obligations under the other Transaction Documents; |\n| |\n| 2.15 | | to such Seller’s knowledge, no claim has been made by any relevant Seller for any\nTax indemnification by the relevant Seller or the relevant Lessor against the relevant Lessee\nunder the Lease Document; and |\n| |\n| 2.16 | | the amount of each of the Deposit and Supplemental Rent Balances (as of September 30", "source": "agreement_24.md" }, { "id": "889", "text": "| 2.16 | | the amount of each of the Deposit and Supplemental Rent Balances (as of September 30\n2010) as set forth in Schedule 1 hereto for the relevant Aircraft is true, accurate and\ncorrect |", "source": "agreement_24.md" }, { "id": "890", "text": "- 38 -", "source": "agreement_24.md" }, { "id": "891", "text": "References above to “its knowledge” or such like implies that the relevant Seller has made diligent\nenquiry before making that representation or warranty.\n\n- 39 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "892", "text": "**PART B** \n\n**Purchaser’s Representations and Warranties**", "source": "agreement_24.md" }, { "id": "893", "text": "| | | |\n| --- | --- | --- |\n| 1. | | The relevant Purchaser in respect of each Aircraft represents and warrants to the\nrelevant Seller in respect of such Aircraft that the following statements are now and on the\nrelevant Delivery Date will be, true and accurate: |\n| |\n| 1.1 | | such Purchaser duly exists under the laws of the State of Delaware and has the power\nto enter into and implement the transactions contemplated by the Transaction Documents\nrelating to such Aircraft to which it is a party; |\n| |\n| 1.2 | | the execution, delivery and performance of the Transaction Documents relating to such\nAircraft to which it is a party have been duly authorised by all necessary corporate action on\nthe part of such Purchaser; |\n| |\n| 1.3 | | the Transaction Documents relating to such Aircraft to which it is a party constitute\nlegal, valid and binding obligations of such Purchaser; |\n| |\n| 1.4 | | each consent required by such Purchaser to authorise, or required by it in connection\nwith the execution, delivery, performance, legality, validity or enforceability of the\nTransaction Documents relating to such Aircraft to which it is a party has been obtained and\nis in full force and effect (or will be obtained and in full force and effect prior to\nDelivery in respect of such Aircraft), and there is no default in the observance or\nperformance of any of the conditions and restrictions (if any) imposed on or in connection\ntherewith; and |\n| |\n| 1.5 | | the execution, delivery and performance by such Purchaser of the Transaction\nDocuments relating to such Aircraft to which it is a party will not (i) conflict with, or", "source": "agreement_24.md" }, { "id": "894", "text": "Documents relating to such Aircraft to which it is a party will not (i) conflict with, or\nresult in any material breach of, any of the terms of, or constitute a default under any\nagreement or document to which it is a party or by which it or any of its property or assets\nmay be bound or (ii) contravene or conflict with the provisions of its constitutive documents. |", "source": "agreement_24.md" }, { "id": "895", "text": "- 40 -", "source": "agreement_24.md" }, { "id": "896", "text": "**SCHEDULE 6 \n\nConfirmatory Bill of Sale**\n\n**KNOW ALL MEN BY THESE PRESENTS** that **[**•**]** (“**Seller**”) in consideration of value received, the receipt\nof which is hereby acknowledged, does hereby grant, sell, transfer and deliver to **[**•**]**\n(“**Purchaser**”), all of its right, title and interest in and to the following Aircraft and engines\nand all Parts and all equipment, accessories and parts belonging to, installed in or appurtenant to\nsuch Aircraft or engines, together with the Aircraft Documents, in each case to the extent that\ntitle thereto has been vested in Seller (collectively, the “**Equipment**”):\n\none (1) **[**•**]** model **[**•**]** aircraft bearing manufacturer’s serial number **[**•**]** and with\ntwo (2)\ninstalled **[**•**]** engines bearing manufacturer’s serial nos. **[**•**]** and **[**•**]** (the “**Aircraft**”),\n\nTO HAVE AND TO HOLD said Equipment unto Purchaser forever.", "source": "agreement_24.md" }, { "id": "897", "text": "TO HAVE AND TO HOLD said Equipment unto Purchaser forever.\n\nSeller hereby warrants to Purchaser that it is the [legal and]1 beneficial\nowner of the Equipment, that there is hereby conveyed to Purchaser, on the date hereof, good and\nmarketable title to the Equipment, with full title guarantee free and clear of all Security\nInterests other than the Novated Lease and any Permitted Liens. This Bill of Sale is made and\ndelivered pursuant to the provisions of that certain Aircraft Sale Agreement dated [•]\nbetween, amongst others, Seller and Purchaser (the “**Sale Agreement**”). The Delivery Location is\n[•] and the time of delivery of this Bill of Sale is [•]. The terms “Aircraft\nDocuments”, “Delivery Location”, “Lease”, “Novated Lease”, “Permitted Liens”, “Parts” and “Security\nInterests” shall have the same meanings in this Bill of Sale as in the Sale Agreement.\n\nExcept as otherwise provided in the Sale Agreement, the Aircraft is sold as-is and where-is.\n\nThis Bill of Sale and any non-contractual obligations arising out of or in connection with this\nBill of Sale shall be governed by and construed in accordance with the laws of England.\n\nIN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed, this \\_\\_\\_\\_\\_\\_ day of\n\\_\\_\\_\\_\\_\\_ 20**[**•**]**.\n\n**[**•**]**\n\nBy:\n\nName:\n\nPlace of Signing:\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| 1 | | The relevant Seller holds beneficial\nownership of, but not legal title to, Aircraft No. 3 |\n\n\n- 41 -", "source": "agreement_24.md" }, { "id": "898", "text": "**SCHEDULE 7 \n\nAcceptance Certificate**\n\nrelating to [**•**] Aircraft, \n\nmanufacturer’s serial number [**•**] (the “**Aircraft**”)\n\n[**•**] (the “**Purchaser**”) hereby certifies that pursuant to the aircraft sale and purchase agreement\ndated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ between amongst others, [**•**] (the “**Seller**”) and Purchaser (the\n“**Agreement**”):\n\n\n\n\n| | | |\n| --- | --- | --- |\n| (a) | | Purchaser has inspected the Aircraft, and found the Aircraft to be complete and\nsatisfactory; |\n| |\n| (b) | | Purchaser has accepted delivery of the Aircraft at [**•**] hours G.M.T. at\n[*location*]; |\n| |\n| (c) | | Purchaser has inspected all of the Aircraft Documents and found them to be complete\nand satisfactory; |\n\n\n\nThis Acceptance Certificate and any non-contractual obligations arising out of or in connection\nwith this Acceptance Certificate shall be governed by and construed in accordance with the laws of\nEngland.\n\nDate: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nDuly executed for Purchaser by:\n\nBy:\n\nTitle:\n\n- 42 -\n\n\n\n\n\n\n---", "source": "agreement_24.md" }, { "id": "899", "text": "**SCHEDULE 8** \n\n**Form of Invoice**\n\n[*On GE Capital Aviation Services Limited headed paper*]\n\n[*Insert Purchaser name and address*]\n\n\n\n\n| | | |\n| **INVOICE [NO./REF.]** | | **DATE** |\n| [**•**] | | [**•**] |\n\n| **DESCRIPTION**\n | | **PRICE** |\n|   | | |\n| We debit you with: | | |\n|   | | |\n| One (1) [**•**] Aircraft | | |\n|   | | |\n| Manufacturer Serial Number: [**•**] | | |\n|   | | |\n| Registration Mark: [**•**] | | |\n|   | | |\n| Equipped with a set of two (2) [**•**] Engines, | | |\n|   | | |\n| Engines Serial Numbers:   L/H 1: [**•**] | | |\n|                                             R/H 2: [**•**] | | |\n|   | | |\n| Attested to the sum of | | |\n|   | | |\n| **US DOLLARS —** [**•**] **MILLION** | | |\n|   | | |\n|  \n | | **USD** [**•**] |\n| Payment at delivery by transfer to our account no [\\*] | | |\n|   | | |\n| [*Insert bank address*] | | |\n|   | | |\n| SWIFT: [**•**]- | | |", "source": "agreement_24.md" }, { "id": "900", "text": "| |\n| --- |\n| |\n| \\* Confidential material omitted and filed\nseparately with the Securities and Exchange Commission pursuant to a request\nfor confidential treatment. |\n\n\n- 43 -", "source": "agreement_24.md" }, { "id": "901", "text": "EX-10.11D\n2\na19-30052\\_1ex10d11d.htm\nEX-10.11D\n\n\n**Exhibit 10.11D**\n\n\n \n\n\n**AIRCRAFT DRY LEASE AGREEMENT**\n\n\n \n\n\nThis Aircraft Dry Lease Agreement (this “**Agreement**”) is made and entered into as of this 18th day of December, 2018 by and between [Mr. Donnelly’s limited liability company] (“**Lessor**”) and Textron Inc., a Delaware corporation with an address of 40 Westminster Street, Providence, RI 02903 (“**Lessee**”).\n\n\n \n\n\nWITNESSETH:\n\n\n \n\n\nWHEREAS, Lessor owns one (1) Cessna 525B (Citation CJ3) aircraft bearing manufacturer’s serial number and FAA registration number set forth on Schedule B hereto (the “**Aircraft**”); and\n\n\n \n\n\nWHEREAS, Lessee desires to lease the Aircraft from Lessor on a non-exclusive, non-continuous basis and Lessor is willing to lease the Aircraft to Lessee on such basis under the terms and conditions contained herein.\n\n\n \n\n\nNOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties agree as follows:\n\n\n \n\n\n**SECTION 1.**  **LEASE**\n\n\n \n\n\n1.1       Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Aircraft, on a non-exclusive, non-continuous basis under the terms and conditions of this Agreement.", "source": "agreement_25.md" }, { "id": "902", "text": "1.2       Lessee acknowledges and agrees that Lessor may lease the Aircraft to other lessees that may, during the periods of their possession, operate the Aircraft under Part 91 of the Federal Aviation Regulations (“**FARs**”).  Lessee shall only have operational control of and responsibility for the Aircraft during Lessee’s periods of possession.   At all other times, Lessor or other lessees, as applicable, shall have responsibility for and control of the Aircraft, and during all periods when the Aircraft is in the possession of other lessee(s), such other lessee(s) shall have operational control of and responsibility for the Aircraft, to the exclusion of Lessee.\n\n\n \n\n\n**SECTION 2.  TERM; PAYMENTS**\n\n\n \n\n\n2.1       **Term**.  This Agreement shall commence on the date of execution of this Agreement and shall continue for a period of one (1) year.  The term of the Agreement shall be renewed automatically thereafter for additional one (1) year terms, until terminated as set forth below.  The initial term and any extension thereof shall be collectively referred to as “**Term**”.  Notwithstanding anything to the contrary in this Section 2.1, in the event of a breach by either party of its obligations hereunder, the other party may terminate this Agreement upon five (5) days written notice (or immediately upon notice in the event the insurance required herein is not in full force and effect at any time during the Term).  This Agreement also may be terminated by either party without cause upon thirty (30) days prior written notice to the other party.", "source": "agreement_25.md" }, { "id": "903", "text": "2.2       **Payments**.  Lessee shall pay the direct operating costs as provided in Section 5.3 for all flights operated by it during its periods of possession and the “**Maintenance Reserves**” set forth in Schedule A.  Lessor agrees that Lessee shall not be obligated to pay rent for its use of the Aircraft.\n\n\n \n\n\n**SECTION 3**.  **SCHEDULING; DELIVERY; REDELIVERY**\n\n\n \n\n\n1", "source": "agreement_25.md" }, { "id": "904", "text": "3.1       **Scheduling**.  Lessee shall notify Lessor when it desires to operate the Aircraft, including the date(s).  Lessor shall promptly advise Lessee whether the Aircraft is available, it being understood and agreed that Lessor shall not unreasonably withhold its consent if the Aircraft is not otherwise scheduled for use or maintenance.\n\n\n \n\n\n3.2       **Delivery/Redelivery**.\n\n\n \n\n\n(a)        The Aircraft shall be delivered to Lessee at the Textron Inc. hangar located at T.F. Green Airport in Warwick, Rhode Island (the “**Operating Base**”) (or such other location as agreed by Lessor and Lessee) prior to each use of the Aircraft by Lessee.  Upon completion of each such use, the Aircraft shall be redelivered to Lessor at the Operating Base (or such other location as agreed by Lessor and Lessee).\n\n\n \n\n\n(b)        Upon delivery of possession of the Aircraft, Lessee shall indicate its receipt of possession by executing a log (substantially in the form attached hereto as Schedule B or in a substantially similar electronic format) containing the information identifying when and where it accepted possession and control of the Aircraft (“**Delivery/Redelivery Log**”). Execution of the Delivery/Redelivery Log by Lessee shall serve as evidence that Lessee has assumed possession, control and responsibility for the Aircraft and the commencement of Lessee’s operational control of the Aircraft (as more fully described in Section 5.6 below).  The Delivery/Redelivery Log shall be kept with the Aircraft.", "source": "agreement_25.md" }, { "id": "905", "text": "(c)        When the Aircraft is returned by Lessee to Lessor in the condition required herein, Lessor shall accept the Aircraft as evidenced by Lessor’s execution of the Delivery/Redelivery Log, whereupon Lessee’s possession, control and responsibility for the Aircraft and its operational control of the Aircraft shall be concluded and Lessor shall reassume possession, control and responsibility for the Aircraft until such time as it is again delivered to Lessee or to another lessee.\n\n\n \n\n\n**SECTION 4.**  **CONDITION OF AIRCRAFT**. The Aircraft is being leased to Lessee on an “AS IS” basis.  LESSOR SHALL NOT BE DEEMED TO HAVE MADE, AND LESSOR HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE AIRCRAFT, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE AIRCRAFT, ITS MERCHANTABILITY OR FITNESS FOR LESSEE’S INTENDED USE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, ITS VALUE OR AIRWORTHINESS OR CONFORMITY OF THE AIRCRAFT TO ANY SPECIFICATIONS, NOR SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT OR ABSOLUTE LIABILITY IN TORT) ARISING THEREFROM.\n\n\n \n\n\n**SECTION 5.**  **REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION**\n\n\n \n\n\n5.1       **Title and Registration**.  Title to the Aircraft shall remain vested in Lessor at all times during the Term to the exclusion of Lessee and Lessee shall have only such rights as shall be specifically set forth herein.  Lessor represents that as of the date of this Agreement the Aircraft is, and throughout the Term the Aircraft shall remain, lawfully registered as a civil aircraft of the United States.", "source": "agreement_25.md" }, { "id": "906", "text": "2", "source": "agreement_25.md" }, { "id": "907", "text": "5.2       **Use and Operation**.  Except as otherwise expressly provided herein, Lessee shall be solely and exclusively responsible for the use, operation and control of the Aircraft during the Term for each period commencing when the Aircraft has been delivered to Lessee and terminating when the Aircraft has been returned to Lessor as evidenced in the Delivery/Redelivery Log.  Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FARs and shall not operate the Aircraft in commercial service, as a common carrier, or otherwise on a “for hire” basis.  Lessee agrees not to operate or locate the Aircraft, or, during its period(s) of possession, suffer the Aircraft to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Aircraft, or in any war zone.  Lessee agrees not to operate the Aircraft or, during its period(s) of possession, permit the Aircraft to be operated except in operations for which Lessee is duly authorized, or to use or permit the Aircraft to be used for a purpose for which the Aircraft is not designed or reasonably suitable.  Lessee will not use or operate the Aircraft in violation of any applicable law, or contrary to any manufacturer’s operating manuals or instructions. Lessee shall not permit the Aircraft to be used for the carriage of any persons or property prohibited by law nor shall it be used during the existence of any known defect except in accordance with the FARs.", "source": "agreement_25.md" }, { "id": "908", "text": "5.3       **Operating Costs**.  Lessee shall bear the cost of fuel, oil and lubricants, de-icing fluid, landing and navigation fees; airport and parking charges; catering, communications charges, Flight Crew (as defined in Section 5.5) wages, taxes and benefits (or contract payments, as applicable), flight crew travel expenses, and passenger service for flights operated by Lessee during its periods of possession of the Aircraft. Lessor shall bear the fixed costs for the Aircraft including the cost of insurance, inspections, maintenance, repairs, modifications and alterations (subject to Lessee’s payment of Maintenance Reserves), and such hangar rent as it is obligated to pay under its hangar agreement.\n\n\n \n\n\n5.4       **Maintenance of Aircraft**.   Lessee shall perform, or cause to be performed, all pre- and post-flight inspections for the Aircraft when it has possession of the Aircraft hereunder and for determining whether the Aircraft is airworthy and safe for flight during such period(s).  Lessee shall notify Lessor, or cause Lessor to be notified, of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during any such inspection or during its operation of the Aircraft. Lessee shall pay Maintenance Reserves for each flight hour operated by Lessee, such payment to be Lessee’s sole responsibility for the payment of inspections and maintenance (scheduled and unscheduled).  Subject to the foregoing, Lessor shall be solely responsible for arranging and ensuring the timely completion of all inspections and maintenance of the Aircraft during the Term in accordance with the FARs and for the payment thereof.", "source": "agreement_25.md" }, { "id": "909", "text": "5.5       **Flight Crew**.  Lessee shall, at its own expense, locate and retain (as employees or agents) duly qualified and licensed pilots required to operate the Aircraft (“**Flight Crew**”) during each period of Lessee’s possession.  All Flight Crew shall be fully competent and experienced, duly licensed, and qualified in accordance with the requirements of applicable law and all insurance policies covering the Aircraft and shall only operate the Aircraft with the Flight Crew.  Subject to compliance with the forgoing, Lessee shall have complete control and discretion regarding the selection of the Flight Crew who will operate the Aircraft during each period of its possession of the Aircraft under this Agreement. If Lessee desires to have cabin personnel on the flight(s), it shall retain duly qualified and experienced personnel at its sole cost.\n\n\n \n\n\n5.6       **Operational Control.**   THE PARTIES EXPRESSLY INTEND AND AGREE THAT THIS AGREEMENT IS A “DRY” LEASE AND THAT LESSEE SHALL AT ALL TIMES WHILE THE AIRCRAFT IS IN ITS POSSESSION DURING THE TERM HAVE AND MAINTAIN OPERATIONAL CONTROL OF THE AIRCRAFT.  Lessee shall exercise exclusive authority over\n\n\n \n\n\n3", "source": "agreement_25.md" }, { "id": "910", "text": "initiating, conducting, or terminating any flight conducted by it pursuant to this Agreement, and the Flight Crew shall be under the exclusive command and control of Lessee in all phases of such flights.\n\n\n \n\n\n5.7       **Right to Inspect**.  Lessor and its agents shall have the right to inspect the Aircraft at any reasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the Aircraft and to satisfy Lessor that the Aircraft is being properly operated, repaired and maintained in accordance with the requirements of this Agreement.\n\n\n \n\n\n**SECTION 6.  CONDITION DURING TERM AND RETURN OF AIRCRAFT**.  Upon completion of each use of the Aircraft by Lessee during the Term, Lessee shall return the Aircraft to Lessor by delivering the Aircraft to the Operating Base. Upon each such redelivery, the Aircraft shall be in as good operating condition as at it was in when Lessor delivered the Aircraft to Lessee, ordinary wear and tear excepted, and shall have a valid and effective FAA standard airworthiness certificate. Nothing contained in this Section 6 shall be interpreted to require Lessee to perform any maintenance or other obligation responsibility for which is delegated to Lessor pursuant to Section 5.4 hereof; provided, however, that Lessee shall be obligated to advise Lessor of any maintenance requirement, dangerous condition, malfunction or worn part that it may discover during each period of possession during the Term.", "source": "agreement_25.md" }, { "id": "911", "text": "**SECTION 7.  LIENS**.  Lessee shall ensure that no liens are created or placed against the Aircraft by Lessee or third parties as a result of Lessee’s or its agents’ or representatives’ action or inaction except (a) the respective rights of Lessor and Lessee as herein provided, (b) liens created by Lessor, (c) liens for taxes not yet due, and (d) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like liens arising in the ordinary course of business of Lessee (or parties acting on behalf of Lessee) insofar as such actions relate to the Aircraft and are not inconsistent with this Agreement) and not delinquent.\n\n\n \n\n\n**SECTION 8.  INSURANCE; LIMITATION OF LIABILITY**\n\n\n \n\n\n8.1       **Liability.** Lessor shall maintain, or cause to be maintained, combined single limit of liability in an amount not less than Two Million United States Dollars (USD $2,000,000) insuring (A) any damage, loss or destruction and (B) injury to or death of persons (including but not limited to passengers and crew) or damage to property of others.   Said policy shall be an occurrence policy and shall include Lessee and Lessee’s crew members as additional named insureds.", "source": "agreement_25.md" }, { "id": "912", "text": "8.2       **Hull.** Lessor shall maintain aircraft hull insurance in an amount not less than the agreed value on file with the insurers (including, without limitation, foreign object damage insurance), which the parties agree shall be deemed to be the full replacement value of the Aircraft, and such insurance shall name Lessor as loss payee.  Said policy shall contain a waiver of subrogation clause in favor of all additional named insureds.\n\n\n \n\n\n8.3       **Insurance Certificates.** Lessor will provide Lessee with a certificate of insurance and related endorsements upon execution of this Agreement and thereafter reasonably upon request therefor.\n\n\n \n\n\n8.4       **General Requirements**.  Each insurance policy required hereunder shall insure the interest of Lessee regardless of any breach or violation by Lessor of any warranties, declarations, or conditions contained in such policies.  Each policy shall contain an agreement by the insurer that notwithstanding the lapse of any such policy for any reason or any right of cancellation by the insurer or Lessor, whether voluntary or involuntary, such policy shall continue in force for the benefit of Lessee for at least thirty (30) days (or such lesser time as may be permitted in the case of war risk insurance, if such war risk\n\n\n \n\n\n4", "source": "agreement_25.md" }, { "id": "913", "text": "insurance so requires) after written notice of such lapse or cancellation shall have been given to Lessee.  Each policy shall contain an agreement by the Insurer to provide Lessee with thirty (30) days’ advance written notice of any deletion, cancellation, or material change in coverage.  Each insurance policy required hereunder shall be issued by a company or companies that is qualified to do business in the United States and that (i) will submit to the jurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of insurance or concerning the parties herein; and (ii) will respond to any claim or judgment against Lessee in any competent state or federal court in the United States or its territories.  Each such policy shall be primary without any right of contribution from any insurance maintained by Lessee, including excess insurance which Lessee shall have the right to maintain for its sole benefit. Upon the prior written mutual agreement of Lessee and Lessor and the written consent of Lessee’s insurer, the parties may amend this provision so that Lessee’s liability coverage will be primary when Lessee has operational control of the flight during Lessee’s period(s) of possession.", "source": "agreement_25.md" }, { "id": "914", "text": "8.5       **Limitation of Liability**.  IN NO EVENT SHALL LESSEE BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO LESSOR OR ANY PARTY AFFILIATED WITH LESSOR FOR ANY CLAIMED INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, OR DEPRECIATION OR DIMINUTION IN VALUE OF THE AIRCRAFT EVEN IF LESSEE HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATED TO THIS LEASE.\n\n\n \n\n\n**SECTION 9.  NOTICES**.   All communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered by hand, or on the next business day when sent by overnight courier, or by registered or certified mail, in each case at the address set forth below:\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| **If to Lessor:** | [Mr. Donnelly’s limited liability company] |\n| |   |\n| **If to Lessee:** | Textron Inc. |\n|   | 40 Westminster Street |\n|   | Providence, RI 02903 |\n|   | Tel: 401-457-2338 |\n|   | Attn: Director of Aviation |", "source": "agreement_25.md" }, { "id": "915", "text": "**SECTION 10.  MISCELLANEOUS**.  This Agreement constitutes the entire agreement, both written and oral, between the parties or their respective representatives with respect to the lease of the Aircraft and is not intended to confer upon any other person any rights or remedies hereunder not expressly granted thereto.  This Agreement shall not be further amended or modified unless in writing duly signed by the parties hereto.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.  This Agreement may not be assigned by any party without the prior written consent of the other party.  The provisions of this Agreement shall be deemed independent and severable and the invalidity, partial invalidity or unenforceability of any one provision or portion of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and any prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. For U.S. federal income tax purposes, this Agreement is intended to qualify as an “accountable plan” under Treasury Regulation section 1.62-2.  The headings\n\n\n \n\n\n5", "source": "agreement_25.md" }, { "id": "916", "text": "herein are inserted only for convenience and shall not affect the interpretation of this Agreement.   No delay or omission in the exercise or enforcement or any right or remedy hereunder by either party shall be construed as a waiver of such right or remedy.  All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive, and in addition to all other rights and remedies which either party possesses at law or in equity.  Neither Lessor nor Lessee shall be liable for any failure or default hereunder if such failure or default is due to Acts of God or the public enemy, civil war or insurrection or riots, fires or explosions or serious accidents, strikes or labor disputes, inability, after exercising all due diligence, to obtain necessary materials or equipment from the manufacturers thereof or any other cause beyond reasonable control. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Rhode Island without giving effect to the principles of conflicts of law thereunder.   This Agreement may be executed in one or more counterparts each of which shall be deemed an original, all of which together shall constitute one and the same agreement.\n\n\n \n\n\n[Remainder of Page Intentionally Left Blank]\n\n\n \n\n\n6", "source": "agreement_25.md" }, { "id": "917", "text": "**SECTION 11.  TRUTH IN LEASING**.\n\n\n \n\n\n(a)  LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.\n\n\n \n\n\n(b)  THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF PART 91 OF THE FARs.\n\n\n \n\n\n(c)  LESSEE AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, LESSEE SHALL HAVE OPERATIONAL CONTROL AND SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT.  LESSEE CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.\n\n\n \n\n\n(d)  THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE LOCAL FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE  or AIR CARRIER DISTRICT OFFICE).", "source": "agreement_25.md" }, { "id": "918", "text": "(e)  LESSEE CERTIFIES THAT IT WILL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO: AIRCRAFT REGISTRATION BRANCH, ATTN: TECHNICAL SECTION, P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA, 73125, WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FAR 91.23(c)(1) AND 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.\n\n\n \n\n\n**IN WITNESS WHEREOF**, Lessor and Lessee have each caused this Aircraft Dry Lease Agreement to be duly executed as of the date set forth above.\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| LESSOR: |   | LESSEE: |\n|   |   |   |   |\n| **[Mr. Donnelly’s limited liability company]** |   | **TEXTRON INC.** |\n| |   | |\n|   |   |   |   |   |\n| By: | /s/Scott C. Donnelly |   | By: | /s/ E. Robert Lupone |\n|   |   |   |   |   |\n| Name: | Scott C. Donnelly |   | E. Robert Lupone |\n|   |   |   |   |\n| Title: | Member |   | Executive Vice President and General Counsel |\n\n\n \n\n\n*Signature Page*", "source": "agreement_25.md" }, { "id": "919", "text": "**Schedule A**\n\n\n \n\n\nMaintenance Reserves\n\n\n \n\n\nMaintenance Reserves shall consist of the hourly payments due under the Pro Parts and any other hourly maintenance service program agreements that apply to the Aircraft, (or the engines or any part thereof) for the flight hours operated by Lessee during its periods of possession of the Aircraft.\n\n\n \n\n\n*Schedule A*", "source": "agreement_25.md" }, { "id": "920", "text": "**Schedule B**\n\n\n**Delivery/Redelivery Log**\n\n\nAircraft Make/Model:  Cessna 525B (Citation CJ3)\n\n\nFAA Registration Number:\n\n\nManufacturer’s Serial Number:\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| Lessor: [Mr. Donnelly’s limited liability company] | Non-Exclusive Lessees: | (i)  Scott C. Donnelly |\n|   |   | (ii) Textron, Inc. |", "source": "agreement_25.md" }, { "id": "921", "text": "| | | | |\n| --- | --- | --- | --- |\n| Lessee Accepting Delivery | Acceptance of Delivery by Specified Lessee | Total Flight Hours - Delivery to Redelivery | Acceptance of Redelivery by Lessor |\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_25.md" }, { "id": "922", "text": "Date:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |", "source": "agreement_25.md" }, { "id": "923", "text": "|   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |\n|  \n\\_\\_\\_\\_  Lessee Donnelly", "source": "agreement_25.md" }, { "id": "924", "text": "|\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_25.md" }, { "id": "925", "text": "Signature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |\n|  \n\\_\\_\\_\\_  Lessee Donnelly\n \n\\_\\_\\_\\_  Lessee Textron\n  |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |   |  \nDate:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nTime:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_25.md" }, { "id": "926", "text": "Time:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n \nSignature:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\nName:  \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n  |", "source": "agreement_25.md" }, { "id": "927", "text": "*Schedule B*", "source": "agreement_25.md" }, { "id": "928", "text": "EX-10.17\n18\ny12303a1exv10w17.txt\nEX-10.17: AIRCRAFT LEASE AGREEMENT\n\n\n\n CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED\n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n TO A REQUEST FOR CONFIDENTIAL TREATMENT\n\n EXHIBIT 10.17\n\n EXECUTION COPY\n\n AIRCRAFT LEASE AGREEMENT\n\n Dated as of\n\n December 23, 2004\n\n between\n\n WELLS FARGO BANK NORTHWEST, N.A.,\n NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS\n TRUSTEE UNDER THE TRUST AGREEMENT\n\n as\n\n Lessor\n\n and\n\n COMPANIA PANAMENA DE AVIACION, S.A.\n\n as\n\n Lessee\n\n in respect of one\n\n Boeing B737-800 Aircraft\n\n Manufacturer's Serial Number 29670\n\n\n\n INDEX\n\nCLAUSE PAGE\n\n TABLE OF CONTENTS\n\n\n\n\n PAGE\n ~~1. INTERPRETATION......................................................... 6\n\n 1.1 DEFINITIONS....................................................... 6\n\n 1.2 CONSTRUCTION:..................................................... 30\n\n2. REPRESENTATIONS AND WARRANTIES......................................... 31\n\n 2.1 LESSEE'S REPRESENTATIONS AND WARRANTIES:.......................... 31\n\n 2.2 LESSEE'S FURTHER REPRESENTATIONS AND WARRANTIES:.................. 35\n\n 2.3 REPETITION:....................................................... 36\n\n 2.4 LESSOR'S REPRESENTATIONS AND WARRANTIES:.......................... 37\n\n 2.5 REPETITION:....................................................... 38\n\n3. CONDITIONS PRECEDENT................................................... 38\n\n 3.1 CONDITIONS PRECEDENT:............................................. 38\n\n 3.2 FURTHER CONDITIONS PRECEDENT:..................................... 41", "source": "agreement_26.md" }, { "id": "929", "text": "3.2 FURTHER CONDITIONS PRECEDENT:..................................... 41\n\n 3.3 LESSEE CONDITIONS PRECEDENT:...................................... 41\n\n 3.4 WAIVER:........................................................... 42\n\n 3.5 POST-CLOSING MATTERS:............................................. 42\n\n4. COMMENCEMENT........................................................... 43\n\n 4.1 LEASING:.......................................................... 43\n\n 4.2 DELIVERY:......................................................... 43\n\n 4.3 DELAYED DELIVERY:................................................. 43\n\n 4.4 TERMINATION FOR NON-DELIVERY:..................................... 44\n\n 4.5 PURCHASE OF AIRCRAFT:............................................. 44\n\n5. PAYMENTS............................................................... 44\n\n 5.1 SECURITY DEPOSIT AND LETTER OF CREDIT:............................ 44\n\n 5.2 RENTAL PERIODS:................................................... 45\n\n 5.3 RENT:............................................................. 45~~\n\n\n i\n\n\n\n\n\n PAGE\n ~~5.4 SUPPLEMENTAL RENT:................................................ 45\n\n 5.5 PAYMENTS:......................................................... 51\n\n 5.6 DEFAULT INTEREST:................................................. 51\n\n 5.7 WITHHOLDING:...................................................... 51\n\n 5.8 TAX INDEMNITY:.................................................... 52\n\n 5.9 SALES TAX:........................................................ 52\n\n 5.10 VALUE ADDED TAX:.................................................. 53\n\n 5.11 PAYMENTS; TAX REPORTS; INFORMATION:............................... 53\n\n 5.12 CONTEST OF CLAIM FOR TAX.......................................... 55\n\n 5.13 INDEMNITIES TO BE PAID ON AN AFTER-TAX BASIS/SURVIVAL:............ 58\n\n 5.14 ABSOLUTE OBLIGATIONS:............................................. 58", "source": "agreement_26.md" }, { "id": "930", "text": "5.14 ABSOLUTE OBLIGATIONS:............................................. 58\n\n 5.15 SECURITY:......................................................... 59\n\n 5.16 CURRENCY INDEMNITY:............................................... 60\n\n 5.17 SETOFF:........................................................... 61\n\n6. MANUFACTURER'S WARRANTIES.............................................. 61\n\n7. LESSOR'S COVENANTS..................................................... 62\n\n 7.1 QUIET ENJOYMENT:.................................................. 62\n\n 7.2 LESSOR OBLIGATIONS FOLLOWING FINAL EXPIRY DATE:................... 62\n\n 7.3 UNAPPLIED SUPPLEMENTAL RENT:...................................... 63\n\n 7.4 MAINTENANCE CONTRIBUTIONS:........................................ 63\n\n 7.5 CLAIMS FOR REIMBURSEMENT:......................................... 64\n\n8. LESSEE'S COVENANTS..................................................... 65\n\n 8.1 DURATION:......................................................... 65\n\n 8.2 INFORMATION:...................................................... 65\n\n 8.3 LAWFUL AND SAFE OPERATION:........................................ 67\n\n 8.4 OUTGOINGS:........................................................ 68\n\n 8.5 SUB-LEASING:...................................................... 69\n\n 8.6 INSPECTION:....................................................... 70\n\n 8.7 TITLE:............................................................ 70\n\n 8.8 GENERAL:.......................................................... 72\n\n 8.9 NON-DISCRIMINATION:............................................... 74~~\n\n\n ii\n\n\n\n\n\n PAGE\n ~~8.10 RECORDS:.......................................................... 74\n\n 8.11 PROTECTION:....................................................... 75\n\n 8.12 MAINTENANCE AND REPAIR:........................................... 77\n\n 8.13 PERMANENT REPLACEMENT OF ENGINES AND PARTS:....................... 79", "source": "agreement_26.md" }, { "id": "931", "text": "8.13 PERMANENT REPLACEMENT OF ENGINES AND PARTS:....................... 79\n\n 8.14 REMOVAL AND INTERCHANGE OF ENGINES:............................... 80\n\n 8.15 REMOVAL AND INTERCHANGE OF PARTS:................................. 81\n\n 8.16 TEMPORARY INSTALLATION OF ENGINES AND PARTS:...................... 81\n\n 8.17 POOLING OF ENGINES AND PARTS:..................................... 82\n\n 8.18 EQUIPMENT CHANGES:................................................ 82\n\n 8.19 THIRD PARTY:...................................................... 83\n\n9. INSURANCE.............................................................. 83\n\n 9.1 INSURANCES:....................................................... 83\n\n 9.2 REQUIREMENTS...................................................... 84\n\n 9.3 STANDARDS......................................................... 84\n\n 9.4 CHANGE............................................................ 84\n\n 9.5 INSURANCE COVENANTS............................................... 85\n\n 9.6 RENEWAL OF INSURANCES............................................. 86\n\n 9.7 FAILURE TO INSURE................................................. 86\n\n 9.8 CONTINUING INSURANCE FOR INDEMNITY................................ 87\n\n10. INDEMNITY.............................................................. 87\n\n 10.1 GENERAL:.......................................................... 87\n\n 10.2 NOTIFICATION:..................................................... 89\n\n 10.3 CONTEST:.......................................................... 89\n\n 10.4 SUBROGRATION:..................................................... 90\n\n 10.5 DURATION:......................................................... 91\n\n11. EVENTS OF LOSS......................................................... 91\n\n 11.1 EVENTS OF LOSS.................................................... 91\n\n 11.2 REQUISITION:...................................................... 92\n\n12. RETURN OF AIRCRAFT..................................................... 93\n\n 12.1 RETURN:........................................................... 93", "source": "agreement_26.md" }, { "id": "932", "text": "12. RETURN OF AIRCRAFT..................................................... 93\n\n 12.1 RETURN:........................................................... 93\n\n 12.2 FINAL INSPECTION:................................................. 93~~\n\n\n iii\n\n\n\n\n\n PAGE\n ~~12.3 NON-COMPLIANCE:................................................... 93\n\n 12.4 ACKNOWLEDGEMENT:.................................................. 94\n\n 12.5 REDELIVERY MAINTENANCE ADJUSTMENT:................................ 94\n\n 12.6 EXPORT DOCUMENTS:................................................. 94\n\n 12.7 MAINTENANCE PROGRAM............................................... 95\n\n 12.8 FUEL:............................................................. 95\n\n13. DEFAULT................................................................ 95\n\n 13.1 EVENTS:........................................................... 95\n\n 13.2 RIGHTS AND REMEDIES:.............................................. 100\n\n 13.3 POWER OF ATTORNEY:................................................ 104\n\n14. ASSIGNMENT............................................................. 105\n\n 14.1 ASSIGNMENT BY LESSEE:............................................. 105\n\n 14.2 ASSIGNMENT BY LESSOR:............................................. 105\n\n 14.3 GRANTS OF SECURITY INTERESTS:..................................... 106\n\n15. MISCELLANEOUS.......................................................... 107\n\n 15.1 SURVIVAL:......................................................... 107\n\n 15.2 WAIVERS, REMEDIES CUMULATIVE:..................................... 107\n\n 15.3 DELEGATION:....................................................... 107\n\n 15.4 CERTIFICATES:..................................................... 107\n\n 15.5 APPROPRIATION:.................................................... 107\n\n 15.6 SEVERABILITY:..................................................... 108\n\n 15.7 REMEDY:........................................................... 108\n\n 15.8 EXPENSES:......................................................... 108\n\n 15.9 TIME OF ESSENCE:.................................................. 109", "source": "agreement_26.md" }, { "id": "933", "text": "15.8 EXPENSES:......................................................... 108\n\n 15.9 TIME OF ESSENCE:.................................................. 109\n\n 15.10 NOTICES:.......................................................... 109\n\n 15.11 LAW AND JURISDICTION:............................................. 110\n\n 15.12 SOLE AND ENTIRE AGREEMENT:........................................ 112\n\n 15.13 INDEMNITIES:...................................................... 113\n\n 15.14 COUNTERPARTS:..................................................... 113\n\n 15.15 LANGUAGE:......................................................... 113\n\n 15.16 NO BROKERS:....................................................... 113~~\n\n\n iv\n\n\n\n\n\n PAGE\n ~~15.17 CONFIDENTIALITY:.................................................. 113\n\n 15.18 LIABILITY OF LESSOR LIMITED:...................................... 114\n\n16. DISCLAIMERS AND WAIVERS................................................ 114\n\n 16.1 EXCLUSION:........................................................ 115\n\n 16.2 WAIVER:........................................................... 116\n\n 16.3 DISCLAIMER OF CONSEQUENTIAL DAMAGES:.............................. 116\n\n 16.4 CONFIRMATION:..................................................... 116\n\nSCHEDULE 1 PART 1 DESCRIPTION OF AIRCRAFT.................................... 117\n\nSCHEDULE 2 FORM OF ACCEPTANCE CERTIFICATE.................................... 131\n\nSCHEDULE 3 REDELIVERY CONDITIONS AND REDELIVERY MAINTENANCE ADJUSTMENT....... 137\n\nSCHEDULE 4 INSURANCE REQUIREMENTS............................................ 140\n\nSCHEDULE 5 ACKNOWLEDGEMENTS IN CONNECTION WITH FINANCING..................... 144\n\nSCHEDULE 6 FORM OF MONTHLY STATUS REPORT..................................... 150\n\nSCHEDULE 7 ECONOMIC VARIABLES................................................ 152\n\nSCHEDULE 8 FORM OF LEASE SUPPLEMENT NO. 1.................................... 157\n\nSCHEDULE 9 FORM OF IRREVOCABLE POWER OF ATTORNEY............................. 160", "source": "agreement_26.md" }, { "id": "934", "text": "SCHEDULE 9 FORM OF IRREVOCABLE POWER OF ATTORNEY............................. 160\n\nSCHEDULE 10 FORM OF COPA HOLDINGS GUARANTEE................................... 1\n\nSCHEDULE 11 AIRWORTHINESS DIRECTIVE COST SHARING FORMULA...................... 13\n\nSCHEDULE 12 FORM of WARRANTY ASSIGNMENT....................................... 14~~\n\n\n iv\n\n\n\nTHIS AIRCRAFT LEASE AGREEMENT (this \"Agreement\") is made as of the 23rd day of\nDecember, 2004 between:\n\n(1) WELLS FARGO BANK NORTHWEST, N.A., a national banking association formed\n under the federal laws of the United States of America, with its\n principal place of business at 299 South Main Street, Salt Lake City,\n Utah 84111, not in its individual capacity (except when referred to as\n \"WFB\"), but solely as trustee under the Trust Agreement (as defined\n below) (the \"Lessor\"); and\n\n(2) COMPANIA PANAMENA DE AVIACION, S.A., a corporation formed under the\n laws of the Republic of Panama with its principal place of business at\n Avenida Justo Arosemena y Calle 39, Apartado 1572, Panama 1, Republic\n of Panama (\"Lessee\").\n\n WHEREAS: Lessor wishes to lease to Lessee and Lessee is willing to\n lease from Lessor the Aircraft on the terms of this Agreement.\n\n IT IS AGREED as follows:\n\n1. INTERPRETATION\n\n1.1 DEFINITIONS\n\n In this Agreement the following expressions have the meanings set out\nopposite:\n\nAAC the Autoridad de Aeronautica Civil or any\n successor agency charged with supervising\n civil aviation in the Republic of Panama.\n\nACCEPTANCE CERTIFICATE a certificate of the Lessor substantially in\n the form set out in Schedule 2.", "source": "agreement_26.md" }, { "id": "935", "text": "ACCEPTANCE CERTIFICATE a certificate of the Lessor substantially in\n the form set out in Schedule 2.\n\nAFFILIATE as to any Person, any other Person that,\n directly or indirectly, is in control of, is\n controlled by, or is under common control\n with, such Person. For purposes of this\n definition, \"control\" of a Person means the\n power, directly or indirectly, either to (a)\n vote 50% or more of the securities having\n ordinary voting power for the election of\n directors (or persons performing similar\n functions) of such Person or (b) direct or\n cause the direction of the management and\n policies of such person, whether by contract\n or otherwise.\n\nAFTER-TAX BASIS means, with respect to any amount (an\n \"Amount\") required by any Transaction\n Document to be paid on an \"After Tax Basis\"\n\n 6\n\n\n\n to or for the benefit of any Person, such\n Amount plus an additional amount that will\n cause the sum of such amounts, after\n subtracting the amount of all Taxes\n (including Lessor Taxes) required to be paid\n by such Person as a result of the receipt\n (actual or constructive) or accrual of such\n Amount plus the additional amount payable\n pursuant to this sentence (net of any\n current actual reduction in such Person's\n liability for Lessor Taxes caused by the\n payment of such Amount) to be equal to the\n amount that such Person would receive if\n such Taxes were not required to be paid by\n such Person.\n\nAGREED MAINTENANCE PERFORMER unless otherwise agreed by Lessor and\n Lessee, a Person approved by the FAA to\n perform maintenance and/or modification\n services on commercial aircraft and/or\n commercial aircraft engines.\n\nAGREED VALUE has the meaning specified in Schedule 7.\n\nAIR AUTHORITY the AAC.", "source": "agreement_26.md" }, { "id": "936", "text": "AGREED VALUE has the meaning specified in Schedule 7.\n\nAIR AUTHORITY the AAC.\n\nAIRCRAFT the aircraft described in Part 1 of\n Schedule 1 (which term includes, unless the\n context otherwise requires, all Engines,\n Parts and, except in respect of Clause 9 and\n Schedule 4 hereof, Aircraft Documents).\n\nAIRCRAFT DOCUMENTS the documents, data, manuals and records\n identified in Part 2 of Schedule 1 and all\n additions, renewals, revisions and\n replacements from time to time made in\n accordance with this Agreement.\n\nAIRCRAFT PURCHASE AGREEMENT the aircraft sale and purchase agreement\n dated as of October 1, 2003 between the\n Initial Purchaser and the Beneficiary\n insofar as it relates to the Aircraft\n between such parties in connection\n therewith.\n\nAIRFRAME the Aircraft, excluding the Engines and\n Aircraft Documents.\n\nAIRFRAME 6C/24,000 FLIGHT HOUR means the 6C/24,000 Flight Hour block check\n\n 7\n\n\nBLOCK STRUCTURAL CHECK including inspections, and system check,\n all in accordance with the Approved\n Maintenance Program. Included are all\n routine and non-routine 6C check tasks and\n any maintenance or replacement of any part\n failing any 6C check routine requirement for\n an operational or functional test of the\n part while installed on the Aircraft.\n\nAIRFRAME 6C/24,000 FLIGHT HOUR has the meaning specified in Clause\nBLOCK STRUCTURAL CHECK 5.4(a)(i).\nSUPPLEMENTAL RENT\n\nAIRFRAME 6C/24,000 FLIGHT HOUR has the meaning specified in Schedule 7.\nBLOCK STRUCTURAL CHECK SUPPLEMENTAL\nRENT RATE\n\nAIRWORTHINESS DIRECTIVE OR AD an airworthiness directive issued by the FAA\n and/or the AAC.", "source": "agreement_26.md" }, { "id": "937", "text": "AIRWORTHINESS DIRECTIVE OR AD an airworthiness directive issued by the FAA\n and/or the AAC.\n\nANNUAL EXPIRY DATE each annual anniversary date of the Delivery\n Date which occurs before (or on) the Final\n Expiry Date.\n\nANNUAL SUPPLEMENTAL RENT ADJUSTMENT has the meaning specified in Schedule 7.\n\nAPPRAISAL PROCEDURE the following procedure for determining the\n \"fair market rental value\" of the Aircraft\n or any part thereof pursuant to Clause\n 13.2(c)(ii)(b): (a) Lessor shall select an\n internationally recognized independent\n aircraft appraiser experienced in appraising\n aircraft of the make and model of the\n Aircraft in its sole and absolute discretion\n who shall make a determination of \"fair\n market rental value\" of the Aircraft or part\n thereof in accordance with the terms hereof\n and customary industry practices; and (b)\n the fees and expenses of the appraiser shall\n be paid by Lessee. \"Fair market rental\n value\" shall mean the value determined by an\n appraisal completed on an \"as-is\" and\n \"where-is\" basis.\n\nAPPROVED MAINTENANCE PROGRAM OR an Air Authority approved maintenance\nLESSEE'S APPROVED MAINTENANCE program for the Aircraft based on the\n\n 8\n\n\nPROGRAM Maintenance Planning Document, as amended by\n Lessee based on Lessee's operating\n experience, and encompassing scheduled\n maintenance (including block maintenance),\n condition-monitored maintenance, and/or\n on-condition maintenance of Airframe,\n Engines and Parts, including servicing,\n testing, preventive maintenance, repairs,\n structural inspections, system checks,\n overhauls, approved modifications, mandatory\n service bulletins, engineering orders,\n airworthiness directives, corrosion control,\n inspections and treatments.", "source": "agreement_26.md" }, { "id": "938", "text": "APU the auxiliary power unit installed on the\n Aircraft on the Delivery Date or any\n replacement auxiliary power unit installed\n in accordance with this Agreement, as\n applicable.\n\nAPU PERFORMANCE RESTORATION means an off-wing APU shop visits including\n disassembly, inspection, component repair\n and balancing, testing and re-assembly of\n the relevant APU, accomplished in accordance\n with the APU manufacturer's component\n maintenance manual, with a scheduled Life\n Limited Part and Airworthiness Directive\n release of no less than 6,000 Cycles and 3\n years and on-condition release of no less\n than 9,000 Flight Hours and 6,000 Cycles and\n 3 years.\n\nAPU SUPPLEMENTAL RENT has the meaning specified in Clause\n 5.4(a)(iv).\n\nAPU SUPPLEMENTAL RENT RATE has the meaning specified in Schedule 7.\n\nASSIGNMENT an assignment by Lessor of its right, title\n and interest in and to this Agreement in\n favor of Financing Parties.\n\nASSUMED ANNUAL UTILIZATION has the meaning specified in Schedule 7.\n\nASSUMED ANNUAL UTILIZATION has the meaning specified in Schedule 7.\nADJUSTMENT TABLE\n\nASSUMED LIBOR RATE has the meaning specified in Schedule 7.\n\n 9\n\n\nASSUMED RATIO has the meaning specified in Schedule 7.\n\nASSUMED RATIO ADJUSTMENT TABLE has the meaning specified in Schedule 7.\n\nASSUMED RENT has the meaning specified in Schedule 7.\n\nBENEFICIARY RBS Aerospace Limited, a limited company\n incorporated in Ireland with registered\n address at 1 George's Quay Plaza, George's\n Quay, Dublin 2, Ireland.", "source": "agreement_26.md" }, { "id": "939", "text": "BILL OF SALE the full warranty bill of sale duly executed\n and delivered by Initial Purchaser to\n Lessor, pursuant to and in accordance with\n the terms of the Aircraft Purchase\n Agreement.\n\nBOEING The Boeing Company, a Delaware corporation.\n\nBUSINESS DAY means, in the case of payments, any day\n (other than a Saturday or Sunday) on which\n banks are open for business in New York\n City, New York, USA or, in all other cases,\n any day (other than a Saturday or Sunday) on\n which banks are open for business in New\n York City, New York, USA, London, England,\n Dublin, Ireland and in the Republic of\n Panama.\n\nCOMMONLY CONTROLLED ENTITY an entity, whether or not incorporated, that\n is under common control with Lessee within\n the meaning of Section 4001 of ERISA or is\n part of a group that includes Lessee and\n that is treated as a single employer under\n Section 414 of the Internal Revenue Code.\n\nCOPA HOLDINGS GUARANTEE a guarantee agreement substantially in the\n form of Schedule 10.\n\nCOUNTRY OF INCORPORATION Republic of Panama.\n\nCOUNTRY OF REGISTRATION Republic of Panama.\n\nCROSS-DEFAULT AMOUNT has the meaning specified in Schedule 7.\n\nCYCLE one takeoff and landing of the Aircraft.\n\n 10\n\n\nDAMAGE NOTIFICATION THRESHOLD has the meaning specified in Schedule 7.\n\nDEFAULT any Event of Default and any event which\n with the giving of notice or lapse of time,\n or both, would constitute an Event of\n Default.\n\nDELIVERY the delivery of the Aircraft by Lessor to\n Lessee pursuant to this Agreement.\n\nDELIVERY DATE the date on which Delivery of the Aircraft\n occurs in accordance with this Agreement.\n\nDELIVERY LOCATION Boeing Field, Seattle, Washington or such\n other location as Lessor and Lessee may\n agree.", "source": "agreement_26.md" }, { "id": "940", "text": "DELIVERY LOCATION Boeing Field, Seattle, Washington or such\n other location as Lessor and Lessee may\n agree.\n\nDELTA Delta Air Lines, Inc.\n\nDISCOUNT RATE has the meaning specified in Schedule 7.\n\nDOLLAR(S) AND $ the lawful currency of the United States of\n America.\n\nENGINE whether or not installed on the Aircraft:\n\n (a) each engine of the manufacture and\n model specified in Part 1 of\n Schedule 1 which Lessor delivers to\n Lessee with the Aircraft on the\n Delivery Date, such engines being\n described as to serial numbers on\n the Certificate of Acceptance; or\n\n (b) any engine which has replaced that\n engine, title to which has or\n should have, passed to Lessor in\n accordance with this Agreement;\n\n and in each case includes all modules and\n Parts from time to time belonging to or\n installed in that engine but excludes any\n properly replaced engine title to which has,\n or should have, passed to Lessee pursuant to\n this Agreement.\n\nENGINE CYCLE the operation of an engine installed on an\n aircraft from and\n\n 11\n\n\n including a take-off to and including the\n landing of that aircraft.\n\nENGINE EVENT OF LOSS the occurrence with respect to an Engine\n only, whether or not installed on the\n Airframe, of any of those events described\n in the definition of Event of Loss.\n\nENGINE FLIGHT HOUR each hour or part thereof (rounded to the\n nearest 1/100th of an Hour) that an engine\n is operated, elapsing from the moment the\n wheels of the airframe on which such engine\n is installed leave the ground until the\n wheels of such airframe next touch the\n ground.\n\nENGINE LLP SUPPLEMENTAL RENT has the meaning specified in Clause\n 5.4(a)(ii).\n\nENGINE LLP SUPPLEMENTAL RENT RATE has the meaning specified in Schedule 7.", "source": "agreement_26.md" }, { "id": "941", "text": "ENGINE LLP SUPPLEMENTAL RENT RATE has the meaning specified in Schedule 7.\n\nENGINE MANUFACTURER means CFM International, Inc.\n\nENGINE PERFORMANCE RESTORATION means an off-wing engine shop visit\n including performance restoration or full\n overhaul of core modules of the relevant\n Engine, accomplished in accordance with the\n Engine manufacturer's workscope planning\n guide as customized for Lessee, with a\n scheduled Life Limited Part and\n Airworthiness Directive release of no less\n than 7,500 Cycles and 3 years and\n on-condition release of no less than 11,000\n Flight Hours and 7,500 Cycles and 3 years.\n\nENGINE SUPPLEMENTAL RENT has the meaning specified in Clause\n 5.4(a)(iii).\n\nENGINE SUPPLEMENTAL RENT RATE has the meaning specified in Schedule 7.\n\nERISA means the Employee Retirement Income\n Security Act of 1974, as amended.\n\nEVENT OF DEFAULT an event specified in Clause 13.1.\n\nEVENT OF LOSS with respect to the Aircraft, the Airframe\n or an Engine:\n\n (a) the actual or constructive total\n loss of such property (including\n any damage\n\n 12\n\n\n to such property which results in\n an insurance settlement on the\n basis of a total loss, or\n requisition for use or hire which\n results in an insurance settlement\n on the basis of a total loss);\n\n (b) such property being destroyed,\n damaged beyond repair or\n permanently rendered unfit for\n normal use for any reason\n whatsoever;\n\n (c) the requisition of title, or other\n compulsory acquisition, capture,\n seizure, deprivation, confiscation\n or detention (collectively, a\n \"requisition\") for any reason of\n such property by the government of\n the Country of Registration or\n other authority, but excluding\n requisition for use or hire not\n involving requisition of title; or", "source": "agreement_26.md" }, { "id": "942", "text": "(d) the hijacking, theft, condemnation,\n confiscation, seizure or\n requisition (other than a\n requisition of title) for use or\n hire of such property for (i) more\n than sixty (60) days; or (ii) if\n earlier, a period ending on the\n Final Expiry Date.\n\n If an Event of Loss occurs with respect to\n the Airframe, an Event of Loss with respect\n to the Aircraft (including the Airframe and\n the Engine) shall be deemed to have\n occurred.\n\nEXCLUDED COUNTRY (x) Iraq and Libya, and (y) any country to\n which the use of the Aircraft is prohibited\n by (i) the Dual-Use and Related Goods\n (Export Control) Regulations 1996 pursuant\n to the European Communities Act 1972, (ii)\n the Dual-Use and Related Goods (Export\n Control) (Amendment) Regulations 1997\n pursuant to the European Communities Act\n 1972, (iii) the United States Export\n Administration Act 1979 (as amended), (iv)\n any successor legislation for and/or the\n export administration regulations\n promulgated under the foregoing\n\n 13\n\n\n or (iv) any sanctions orders or legislation\n from time to time promulgated by any of the\n United Nations, the European Union or any\n Government Entity of the Country of\n Registration or any other country having\n jurisdiction over Lessor or RBS, the effect\n of which prohibits the use of Boeing\n aircraft operated by Lessee on flights to\n and from such country.\n\nFAA the Federal Aviation Administration of the\n United States of America and any successor\n thereof.\n\nFAR means the Federal Aviation Regulations set\n forth in Title 14 of the United States Code\n of Federal Regulations, as amended and\n modified from time to time.\n\nFINAL DELIVERY DATE December 31, 2005.", "source": "agreement_26.md" }, { "id": "943", "text": "FINAL DELIVERY DATE December 31, 2005.\n\nFINAL EXPIRY DATE the date falling 90 months after the\n Delivery Date, or if earlier the date on\n which:\n\n (a) Lessor receives the Agreed Value\n and other amounts then due and\n payable to it by Lessee following\n an Event of Loss pursuant to Clause\n 11; or\n\n (b) the Term of this Agreement shall\n end in accordance with Clause 13.2.\n\nFINAL INSPECTION has the meaning specified in Clause 1.1 of\n Schedule 3 hereto.\n\nFINANCIAL INDEBTEDNESS means any indebtedness in respect of:\n\n (a) moneys borrowed or raised;\n\n (b) any liability under any debenture,\n bond, note, loan stock, acceptance,\n documentary credit or other\n security;\n\n (c) obligations under finance leases;\n\n (d) the acquisition cost of any asset\n to the extent payable before or\n after the time\n\n 14\n\n\n of acquisition or possession, not\n being indebtedness in respect of\n the purchase of goods or services\n in the ordinary course of trading,\n payment for which is deferred for a\n period of not greater than thirty\n (30) days or, in respect of goods\n or services the purchase price of\n which is not material, ninety (90)\n days; or\n\n (e) any guarantee, indemnity or similar\n assurance against financial loss of\n any person in respect of the above.", "source": "agreement_26.md" }, { "id": "944", "text": "(e) any guarantee, indemnity or similar\n assurance against financial loss of\n any person in respect of the above.\n\nFINANCING PARTIES RBS and such other Persons as may from time\n to time provide to Owner and/or Lessor debt,\n equity or other forms of financing with\n respect to the Aircraft, and/or for whose\n benefit security over, or rights relating\n to, the Aircraft and/or this Agreement is\n granted by Owner and/or Lessor, with or\n without recourse, whether at the request of\n Owner and/or Lessor. FINANCING PARTIES'\n REPRESENTATIVE such Person, if any, as may\n be designated as such from time to time in a\n written notice from Lessor to Lessee.\n\nFLIGHT HOUR each hour (computed to the nearest hundredth\n of an hour) elapsing from the moment the\n wheels of the Aircraft leave the ground on\n take off until the wheels of the Aircraft\n next touch the ground.\n\nGAAP means generally accepted accounting\n principles in effect from time to time in\n the Republic of Panama provided such\n standards are consistent with international\n accounting standards; otherwise, in\n accordance with international accounting\n standards; or, should at any time, Lessee or\n Guarantor, as applicable, elect, at its sole\n discretion to maintain their financial\n statements in accordance with US GAAP,\n generally accepted accounting principles\n from time to\n\n 15\n\n\n time in effect in the United States.\n\nGENEVA CONVENTION means the Convention on the International\n Recognition of Rights in Aircraft signed at\n Geneva, Switzerland on 19 June 1948, and\n amended from time to time.\n\nGOVERNING LAW the laws of the State of New York.\n\nGOVERNMENT ENTITY (a) any national government, political\n subdivision thereof, or local\n jurisdiction therein;", "source": "agreement_26.md" }, { "id": "945", "text": "GOVERNMENT ENTITY (a) any national government, political\n subdivision thereof, or local\n jurisdiction therein;\n\n (b) any instrumentality, board,\n commission, court, or agency of any\n thereof, however constituted; and\n\n (c) any association, organization, or\n institution of which any of the\n above is a member or to whose\n jurisdiction any thereof is\n subject.\n\nGUARANTOR Copa Holdings, S.A.\n\nHABITUAL BASE Republic of Panama.\n\nHEAD LEASE if Owner is not the same entity as Lessor,\n any aircraft lease agreement between Owner\n and Lessor in respect of the Aircraft.\n\nINDEMNIFIED TAX has the meaning specified in Clause 5.11(b).\n\nINDEMNITEE each of the following: (i) Beneficiary,\n (ii) Initial Purchaser (but only for claims\n arising against Initial Purchaser solely as\n a result of Initial Purchaser being a party\n in the chain of title and where no act or\n omission of Initial Purchaser, its\n successors, assigns, officers, or employees,\n allegedly contributed to the event leading\n to indemnification requirement), (iii)\n Lessor and Owner, (iv) each Financing Party,\n (v) each security trustee or other Financing\n Parties' Representative, and (vi) each\n shareholder, Subsidiary, Affiliate,\n beneficiary, member, director, officer,\n agent and employee of any of the\n\n 16\n\n\n Persons described in items (i) - (v).\n\nINITIAL PURCHASER means Delta.\n\nINSURANCES has the meaning specified in Clause 9.1\n\nINTERNAL REVENUE CODE the U.S. Internal Revenue Code of 1986, as\n amended.\n\nINTEREST RATE the rate equal to LIBOR during the\n applicable period plus three and one-half\n percent (3.5%) per annum, but not to exceed\n the maximum amount permitted by law.", "source": "agreement_26.md" }, { "id": "946", "text": "JAA the body referred to as the \"Joint Aviation\n Authority\" established by the members of the\n European Civil Aviation Conference. The term\n \"JAA\" shall also include the European\n Aviation Safety Agency (\"EASA\") as the\n context admits or requires.\n\nLANDING GEAR the landing gear assembly of the Aircraft\n meaning the complete strut assembly,\n consisting of inner and outer cylinders and\n all associated parts that comprise each\n landing gear assembly as listed in the\n Aircraft Documents including side struts,\n braces, uplock and downlock mechanisms, and\n electrical wiring and hydraulic hardware but\n excluding ratable parts including, without\n limitation, wheels, tires, brakes,\n transducers and switch assemblies.\n\nLANDING GEAR SUPPLEMENTAL RENT has the meaning specified in Clause\n 5.4(a)(v).\n\nLANDING GEAR SUPPLEMENTAL RENT RATE has the meaning specified in Schedule 7.\n\nLEASE SUPPLEMENT NO. 1 means a Lease Supplement No. 1 to this\n Agreement substantially in the form of\n Schedule 8 hereto, duly completed and\n executed by Lessor and Lessee.\n\nLESSEE CONTROLLED CONTEST has the meaning specified in Clause 5.11(c).\n\nLESSEE POWER OF ATTORNEY means a Lessee Power of Attorney\n\n 17\n\n\n substantially in the form of Schedule 9.\n\nLESSOR LIEN (a) a Mortgage, an Assignment and any\n other charge, pledge, lien,\n security interest, hypothecation or\n encumbrance whatsoever from time to\n time created by or through Owner,\n Lessor or Beneficiary in connection\n with the financing of the Aircraft;", "source": "agreement_26.md" }, { "id": "947", "text": "(b) any other security interest or\n encumbrance in respect of the\n Aircraft which results from acts or\n omissions of or claims against\n Owner, Lessor or Beneficiary not\n related to the transactions\n contemplated by or permitted under\n this Agreement or from claims for\n which Lessee is not responsible\n under this Agreement; and\n\n (c) liens in respect of the Aircraft\n for Lessor Taxes.\n\nLESSOR TAX any of the following Taxes:\n\n (a) any Tax imposed (by withholding or\n otherwise) on, or calculated by\n reference to, the gross or net\n income (including any minimum Tax\n or personal holding company tax),\n profits (including any excess\n profits Tax or accumulated earnings\n Tax), gains, gross or net receipts,\n capital, or net worth, corporate\n franchise or conduct of business of\n a Tax Indemnitee by any\n jurisdiction under the laws of\n which such Tax Indemnitee is\n incorporated or otherwise organized\n or in which such Tax Indemnitee has\n an office or other fixed place of\n business or is engaged in business,\n provided that \"Lessor Taxes\" shall\n not include (i) any Sales Tax or\n (ii) any Tax imposed by any\n Government Entity or other taxing\n authority of any jurisdiction if\n and to the extent that\n\n 18", "source": "agreement_26.md" }, { "id": "948", "text": "18\n\n\n such Tax is a result of any\n connection between Lessee or the\n Aircraft, the Airframe, any Engine\n or any Part or any interest in any\n thereof with the jurisdiction\n imposing the Tax, including,\n without limitation, any one or more\n of the following: (A) the\n registration, use, operation, or\n presence of the Aircraft, the\n Airframe, any Engine or any Part or\n any interest in any thereof in the\n jurisdiction imposing the Tax, or\n (B) the incorporation or other\n organization of Lessee or any\n Specified Person under the law of\n the jurisdiction imposing the Tax,\n or (C) the management, residence,\n presence, place of business, acts,\n activities or transactions of\n Lessee or any Specified Person in\n the jurisdiction imposing the Tax,\n or (D) the payment of any amount\n payable by or for the account of\n Lessee or any Specified Person\n pursuant to any Transaction\n Document in or from the\n jurisdiction imposing the Tax; or\n\n (b) Taxes imposed with respect to any\n period commencing (and, in the case\n of (i), ending) or event occurring\n (i) prior to the Delivery Date or\n (ii) after the Final Expiry Date\n and in either case, unrelated to\n Lessor's dealings with Lessee with\n respect to the transactions\n contemplated by this Agreement; or\n\n (c) any Tax imposed by any Government\n Entity in the Country of\n Registration on or with respect to\n the sale, assignment, transfer or\n other disposition of all or any\n part of (i) Lessor's or Owner's\n right, title and interest in the\n Aircraft or this Agreement, (ii)\n any Tax Indemnitee's interest in\n Lessor or any Transaction Document\n and (iii) any Financing\n\n 19", "source": "agreement_26.md" }, { "id": "949", "text": "19\n\n\n Party's loan to the Owner relating\n to, or security over, or rights\n relating to, the Aircraft other\n than any sale, assignment, transfer\n or other disposition that occurs in\n connection with (w) an Event of\n Loss, or (x) an exercise of\n remedies after the occurrence and\n during the continuance of an Event\n of Default, or (y) a substitution\n or replacement of the Aircraft, the\n Airframe, any Engine or any Part,\n or (z) the maintenance, repair or\n pooling of the Aircraft, the\n Airframe, any Engine or any Part;\n or\n\n (d) any Tax caused directly by the\n gross negligence or willful\n misconduct of any Tax Indemnitee\n (other than any gross negligence\n caused by an act or omission of\n Lessee or any Specified Person) or\n the breach by Lessor of any\n covenant of Lessor in this\n Agreement; or\n\n (e) any Tax imposed on or payable by a\n Tax Indemnitee to the extent caused\n directly by, and would not have\n been imposed but for, the existence\n of a Lessor Lien; or\n\n (f) with respect to any Tax Indemnitee,\n Taxes imposed to the extent the\n same results from the failure by\n such Tax Indemnitee to pay, or to\n file any required Tax return or to\n provide required information in\n respect of, any Tax on a proper and\n timely basis (provided, however,\n that, with respect to any Tax\n required to be paid or any Tax\n return required to be filed solely\n as a result of the transactions\n contemplated by the Transaction\n Documents, such Person has before\n the due date for payment of such\n Tax or the filing of such Tax\n return either received a written\n demand therefor or\n\n 20", "source": "agreement_26.md" }, { "id": "950", "text": "20\n\n\n otherwise been made aware in\n writing of the imposition of such\n Tax and the due dates for payment\n thereof or the filing of such Tax\n return as applicable) other than\n where any such failure arises as a\n result of any breach by Lessee of\n any provision of, or the default by\n Lessee in the performance of, its\n obligations under this Agreement or\n as a result of any Event of Default\n occurring or otherwise arising as a\n result of the willful misconduct or\n gross negligence of Lessee; or\n\n (g) in the case of a transferee of a\n Tax Indemnitee, Taxes to the extent\n that the aggregate amount of such\n Taxes exceeds the aggregate amount\n of the Taxes that would have been\n imposed on or payable by the\n transferor Tax Indemnitee and for\n which Lessee would have been\n required to indemnify the\n transferor Tax Indemnitee pursuant\n to Clause 5.7, 5.8, 5.9 or 5.10\n under applicable laws in effect on\n the date of transfer; or\n\n (h) Any Tax to the extent increased or\n not reduced as a result of the\n failure of a Tax Indemnitee to file\n any Tax Document, to supply a tax\n identification number or to comply\n with any certification of tax\n residence or other documentation\n requirement of applicable law, in\n each case, that is a condition to\n the allowance of any exemption\n from, reduction in rate of, or\n other relief from, such Tax,\n provided that (1) Lessee shall have\n given such Tax Indemnitee timely\n written notice of such requirement\n and shall have delivered to such\n Tax Indemnitee such forms as may be\n necessary to comply with such\n requirement and accompanying\n\n 21", "source": "agreement_26.md" }, { "id": "951", "text": "21\n\n\n instructions issued by the relevant\n Government Entity or other tax\n authority as to the proper\n completion thereof and (2) such Tax\n Indemnitee is entitled under\n applicable law to provide the\n requested certification or other\n documentation; provided, however,\n that such Tax Indemnitee shall not\n be required to comply with any such\n certification, information,\n documentation, reporting or other\n requirement if such Tax Indemnitee\n determines in its sole discretion\n exercised in good faith that such\n compliance may result in any\n adverse consequences to such Tax\n Indemnitee.\n\nLIBID in relation to any period and\n amount in respect of which an\n interest rate is to be determined\n pursuant thereto, LIBOR for such\n amount and such period minus 12.5\n basis points (but in no event shall\n LIBID be less than zero).\n\nLIBOR in relation to any period and amount in\n respect of which an interest rate is to be\n determined pursuant hereto:\n\n (a) the offered rate (if any) appearing\n on page 3750 (or its successor or\n replacement page) of the Telerate\n Screen for dollars for the\n specified period at 11:00 a.m. on\n the Quotation Date therefor; or\n\n (b) if no such rate is available on\n page 3750 (or its successor or\n replacement page) of the Telerate\n Screen, the rate determined by\n Lessor to be the arithmetic mean\n (rounded upwards, if not already\n such a multiple, to the nearest\n whole multiple of one sixteenth of\n one percent) of the rates (as\n notified to Lessor) at which each\n of the Reference Banks (on the\n basis that at least two Reference\n Banks so notify Lessor) was\n offering to prime\n\n 22", "source": "agreement_26.md" }, { "id": "952", "text": "22\n\n\n banks in the London Interbank\n Market, on the Quotation Date,\n deposits in dollars for the\n specified period;\n\n for the purposes of this definition,\n SPECIFIED PERIOD means the period having a\n duration equal to or as close as practicable\n to the relevant period in respect of which\n LIBOR fails to be determined in relation to\n any unpaid sum.\n\nLIFE LIMITED PARTS any Part that has a pre-determined life\n limit as mandated by the manufacturer of\n such Part, the FAA or any other Governmental\n Entity having jurisdiction over matters\n relating to airworthiness, which requires\n any such Part to be discarded upon reaching\n such life limit.\n\nLOSSES any and all cost, expense (including any and\n all legal fees and expenses and the fees and\n expenses of other professional advisers),\n claims, proceedings, losses, liabilities,\n obligations, damages (whether direct,\n indirect, special, incidental or\n consequential), suits, judgments, fees,\n penalties or fines (whether criminal or\n civil) of any kind or nature whatsoever,\n including any of the foregoing arising or\n imposed with or without any Indemnitee's\n fault or negligence, whether passive or\n active or under the doctrine of strict\n liability.\n\nMAINTENANCE PLANNING DOCUMENT the recommended maintenance program for the\nOR MANUFACTURER'S MAINTENANCE Aircraft issued and in effect from time to\nPLANNING DOCUMENT time by the Manufacturer.\n\nMAJOR CHECKS means any C check, multiple C check or\n heavier check (including associated\n structural inspections and corrosion\n prevention and control items) for the\n Aircraft as set out in the Approved\n Maintenance Program.\n\nMANDATORY ORDER OR MO a mandatory order issued by the FAA and/or\n the AAC.\n\nMANUFACTURER Boeing.\n\n 23\n\n\nMAXIMUM DEDUCTIBLE AMOUNT has the meaning specified in Schedule 7.", "source": "agreement_26.md" }, { "id": "953", "text": "MANUFACTURER Boeing.\n\n 23\n\n\nMAXIMUM DEDUCTIBLE AMOUNT has the meaning specified in Schedule 7.\n\nMINIMUM LIABILITY COVERAGE has the meaning specified in Schedule 7.\n\nMINIMUM WAR RISK COVERAGE has the meaning specified in Schedule 7.\n\nMONTH is a reference to a period starting on one\n day in a calendar month and ending on the\n numerically corresponding day in the next\n calendar month (and references to \"months\"\n shall be construed accordingly) save that,\n where any such period would otherwise end on\n a non-Business Day, it shall end on the next\n Business Day, provided that if a period\n starts on the last Business Day in a\n calendar month or if there is no numerically\n corresponding day in the month in which that\n period ends, that period shall end on the\n last Business Day in that later month.\n\nMORTGAGE any Mortgage over the Aircraft granted by\n Lessor in favor of the Financing Parties.\n\nOTHER AGREEMENTS any aircraft lease agreement (other than\n this Agreement) or other aircraft financing\n agreement made or to be made between (i)\n Lessee, and (ii) Lessor, Beneficiary or any\n Affiliate of Lessor or Beneficiary or any\n trustee for the benefit of Lessor or\n Beneficiary or for the benefit of any\n Affiliate of Lessor or Beneficiary.\n\nOWNER Lessor or such other Person notified in\n writing by Lessor to Lessee.\n\nPART whether or not installed on the Aircraft or\n any Engine:\n\n (a) any component, furnishing or\n equipment (other than a complete\n Engine) furnished with the Aircraft\n on the Delivery Date; and\n\n (b) any other component, furnishing or\n equipment (other than a complete\n Engine) title to which has, or\n should have, passed to Owner\n pursuant to this\n\n 24\n\n\n Agreement;", "source": "agreement_26.md" }, { "id": "954", "text": "24\n\n\n Agreement;\n\n but excludes any such items title to which\n has, or should have, passed to Lessee\n pursuant to this Agreement.\n\nPARTICIPATION AGREEMENT the Participation Agreement dated as of the\n date hereof between Beneficiary, Lessor and\n Lessee.\n\nPERMITTED LIEN (a) any lien for any Tax (i) which has\n not been assessed or (ii) if\n assessed, which is not yet due and\n payable or (iii) if assessed and\n due and payable, which is being\n contested in good faith by\n appropriate proceedings in\n accordance with applicable law;\n\n (b) any lien of a repairer, mechanic,\n carrier, hangar-keeper or other\n similar lien arising in the\n ordinary course of business or by\n operation of law in respect of\n obligations which are not overdue\n or are being contested in good\n faith by appropriate proceedings in\n accordance with applicable law;\n\n but only if (in the case of both\n (a) and (b)) (i) adequate resources\n have been provided by Lessee, or\n adequate reserves have been\n established and are maintained in\n the accounting records of Lessee in\n accordance with GAAP, for the\n payment of the Taxes or\n obligations; and (ii) such\n proceedings, or the continued\n existence of the lien, do not give\n rise to any material likelihood of\n the sale, forfeiture or other loss\n of the Aircraft or any interest\n therein or of criminal liability on\n Owner, Lessor, Beneficiary or any\n Financing Party;\n\n (c) any Lessor Lien; and\n\n (d) any lien arising out of any\n judgment or\n\n 25", "source": "agreement_26.md" }, { "id": "955", "text": "(c) any Lessor Lien; and\n\n (d) any lien arising out of any\n judgment or\n\n 25\n\n\n award against Lessee so long as\n such judgment or award shall,\n within 45 days after the entry\n thereof, have been discharged or\n vacated, or execution thereof\n stayed pending appeal or shall have\n been discharged, vacated or\n reversed within 45 days after the\n expiration of such stay, and so\n long as during any such 45 day\n period, there is not, or any such\n judgment or award does not involve,\n any material risk of the sale,\n forfeiture or loss of the Aircraft,\n Airframe, any Engine, or any of the\n Aircraft Documents or any interest\n therein or any discernable risk of\n criminal liability or any material\n risk of civil penalty against\n Owner, Lessor, Beneficiary or any\n Financing Party.\n\nPERSON any individual person, corporation, company,\n partnership, limited liability company,\n firm, joint stock company, joint venture,\n trust, estate, unincorporated organization,\n association, Government Entity, or other\n entity, or any commercial or other\n arrangement or relationship that is deemed\n to be an entity for the purpose of any\n applicable law.\n\nPRICE ESCALATION ADJUSTMENTS has the meaning specified in Schedule 7.\n\nQUOTATION DATE means, in relation to any period in respect\n of which LIBOR is to be determined, the day\n two Business Days before the beginning of\n such period.\n\nRBS Royal Bank of Scotland plc.\n\nREDELIVERY DATE the Final Expiry Date.\n\nREDELIVERY LOCATION Miami International Airport, Miami, Florida,\n or such other location in the continental\n United States of America as Lessor and\n Lessee may agree.\n\n 26\n\n\nREFERENCE BANKS means The Royal Bank of Scotland plc, Bank\n of America NT&SA and Citibank N.A.", "source": "agreement_26.md" }, { "id": "956", "text": "26\n\n\nREFERENCE BANKS means The Royal Bank of Scotland plc, Bank\n of America NT&SA and Citibank N.A.\n\nREFUND has the meaning specified in Clause 5.11(d).\n\nRENT all amounts payable pursuant to Clause 5.3.\n\nRENT ADJUSTMENT FACTOR has the meaning specified in Schedule 7.\n\nRENT COMMENCEMENT DATE the date on which Lessor tenders the\n Aircraft for Delivery to Lessee under and in\n accordance with Clauses 4.1 and 4.2.\n\nRENT DATE the first day of each Rental Period.\n\nRENTAL PERIOD each period ascertained in accordance with\n Clause 5.2.\n\nRETURN CONDITIONS means the conditions specified in\n Schedule 3.\n\nSALES TAX any Tax that is, or is in the nature of, a\n sales, use, rental, leasing, value added,\n turnover, services, goods and services,\n consumption, transaction privilege, or\n similar Tax.\n\nSCHEDULED DELIVERY DATE Month of May 2005.\n\nSECURITY DEPOSIT all amounts payable pursuant to Clause 5.1.\n\nSECURITY DEPOSIT AMOUNT has the meaning specified in Schedule 7.\n\nSECURITY INTEREST any mortgage, charge, pledge, lien, security\n interest, assignment, hypothecation, right\n of setoff or other agreement or arrangement\n having the effect of creating an encumbrance\n other than a Permitted Lien.\n\nSELLER Boeing.\n\nSIMILAR LAWS any federal, state, local, non-U.S. or other\n laws or regulations that are similar to\n Section 406 of ERISA or Section 4975 of the\n Internal Revenue Code.\n\nSOLVENT when used with respect to any Person, means\n that, as of any date of determination, (a)\n the amount of the \"present fair saleable\n value\" of", "source": "agreement_26.md" }, { "id": "957", "text": "27\n\n\n the assets of such Person will, as of such\n date, exceed the amount of all \"liabilities\n of such Person, contingent or otherwise\", as\n of such date, as such quoted terms are\n determined in accordance with applicable\n Panamanian and U.S. federal and state laws\n governing determinations of the insolvency\n of debtors, (b) the present fair saleable\n value of the assets of such Person will, as\n of such date, be greater than the amount\n that will be required to pay the liability\n of such Person on its debts as such debts\n become absolute and matured, (c) such Person\n will not have in its good faith opinion, as\n of such date, an unreasonably small amount\n of capital with which to conduct its\n business, and (d) such Person will be able\n to pay its debts as they mature. For\n purposes of this definition, (i) \"debt\"\n means liability on a \"claim\", and (ii)\n \"claim\" means any (x) right to payment,\n whether or not such a right is reduced to\n judgment, liquidated, unliquidated, fixed,\n contingent, matured, unmatured, disputed,\n undisputed, legal, equitable, secured or\n unsecured or (y) right to an equitable\n remedy for breach of performance if such\n breach gives rise to a right to payment,\n whether or not such right to an equitable\n remedy is reduced to judgment, fixed,\n contingent, matured or unmatured, disputed,\n undisputed, secured or unsecured.\n\nSPECIFIED PERSON any sublessee or any other Person that uses\n or has the right to use or has possession or\n custody of the Aircraft, the Airframe, any\n Engine or any Part, or any shareholder,\n Subsidiary, Affiliate, contractor, director,\n officer, agent or employee of any of the\n foregoing.", "source": "agreement_26.md" }, { "id": "958", "text": "SUBSIDIARY (a) in relation to any reference to\n accounts, any company whose\n accounts are consolidated with the\n accounts of Lessee in accordance\n with GAAP;\n\n (b) for any other purpose an entity\n from\n\n 28\n\n\n time to time:\n\n (i) of which another has\n direct or indirect control\n or owns directly or\n indirectly more than 50\n percent of the voting\n share capital; or\n\n (ii) which is a direct or\n indirect subsidiary of\n another under the laws of\n the jurisdiction of its\n incorporation.\n\nSUPPLEMENTAL RENT all amounts payable pursuant to Clause 5.4.\n\nSUPPLEMENTAL RENT RATE any of the Airframe 6C/24,000 Flight Hour\n Block Structural Check Supplemental Rent\n Rate, the Engine LLP Supplemental Rent Rate,\n the Engine Supplemental Rent Rate, the APU\n Supplemental Rent Rate and the Landing Gear\n Supplemental Rent Rate.\n\nTAX any present and future tax (including,\n without limitation, any gross receipts,\n gross or net income, franchise, doing\n business, sales, transfer, business,\n occupation, fuel, leasing, turnover, excess\n profits, registration, capital gains,\n import/export, use, rental, leasing, value\n added, goods and services, consumption,\n transaction privilege, excise, property,\n license, documentary or stamp tax), duty,\n levy, assessment, impost, withholding or\n other similar charge, and any penalty,\n additions to tax, fine, surcharge or\n interest relating thereto, imposed by any\n Government Entity or other taxing authority\n in any jurisdiction or by any international\n or multinational authority.\n\nTAX CLAIM has the meaning specified in Clause 5.12(a).\n\nTAX DOCUMENT has the meaning specified in Clause 5.11(b).", "source": "agreement_26.md" }, { "id": "959", "text": "TAX DOCUMENT has the meaning specified in Clause 5.11(b).\n\nTAX INDEMNITEE each of the following: (i) Owner,\n (ii) Beneficiary, (iii) Lessor, (iv) each\n Financing Party, (v) each security trustee\n or other Financing Parties' Representative,\n and\n\n 29\n\n\n (vi) each shareholder, Subsidiary,\n Affiliate, beneficiary, member, director,\n officer, agent and employee of any of the\n Persons described in items (i) - (v).\n\nTAX SAVING has the meaning specified in Clause 5.11(d).\n\nTERM OR LEASE TERM the period commencing on the Delivery Date\n and ending on but excluding the next\n succeeding Annual Expiry Date or, if\n earlier, on the Final Expiry Date, provided\n that the Term shall be automatically renewed\n on each Annual Expiry Date for consecutive\n periods of one year's duration up until and\n including the Final Expiry Date, subject to\n the provisions of Clauses 11 and 13.2.\n\nTRANSACTION DOCUMENTS this Agreement, the Participation Agreement,\n the Trust Agreement, the Aircraft Purchase\n Agreement, the Warranty Assignment, the Bill\n of Sale, the Acceptance Certificate, Lease\n Supplement No. 1, the Lessee Power of\n Attorney and the Copa Holdings Guarantee,\n and all documents, instruments and\n certificates delivered pursuant hereto or\n thereto.\n\nTRUST AGREEMENT means the Trust Agreement dated the date\n hereof between Beneficiary, as trustor, and\n Wells Fargo Bank Northwest, N.A., as\n trustee.\n\nUCC Uniform Commercial Code, as the same may be\n in effect in any applicable jurisdiction\n within the United States.", "source": "agreement_26.md" }, { "id": "960", "text": "UCC Uniform Commercial Code, as the same may be\n in effect in any applicable jurisdiction\n within the United States.\n\nUNUSED SUPPLEMENTAL RENT an amount equal, from time to time, to all\n Supplemental Rent paid by Lessee and not\n repaid to, or as directed by, Lessee by\n Lessor or applied to Lessee's obligations as\n provided under this Agreement.\n\nWARRANTY ASSIGNMENT a Warranty Assignment substantially in the\n form of Schedule 12.\n\n1.2 CONSTRUCTION:\n\n (a) In this Agreement, unless the contrary intention is stated, a\n reference to:\n\n 30\n\n\n (i) each of \"Lessor\" or \"Lessee\" or any other Person\n includes without prejudice to the provisions of this\n Agreement any successor in title to it and any permitted\n assignee;\n\n (ii) words importing the plural form shall apply to the\n singular and vice versa;\n\n (iii) any document shall include that document as amended,\n novated, supplemented or otherwise modified from time to\n time and includes all exhibits, appendices, attachments\n and supplements thereto;\n\n (iv) a \"law\" (1) includes any statute, decree, constitution,\n regulation, order, judgment or directive or requirement\n of any Government Entity; (2) includes any treaty, pact,\n compact or other agreement to which any Government\n Entity is a signatory or party; (3) includes any\n judicial or administrative interpretation or application\n thereof and (4) is a reference to that provision as\n amended, substituted or reenacted;\n\n (v) a Clause or a Schedule is a reference to a clause of or\n a schedule to this Agreement; and\n\n (vi) the words \"include,\" \"includes,\" and \"including\" are\n deemed to be followed by the words \"without limitation\"\n whether or not such words appear;", "source": "agreement_26.md" }, { "id": "961", "text": "(b) the headings in this Agreement are to be ignored in construing\n this Agreement.\n\n2. REPRESENTATIONS AND WARRANTIES\n\n 2.1 LESSEE'S REPRESENTATIONS AND WARRANTIES:\n\n Lessee represents and warrants to Lessor that:\n\n (a) STATUS: Lessee is a corporation duly incorporated and validly\n existing under the laws of the Country of Incorporation and\n has the corporate power to own its assets and carry on its\n business as it is being conducted and is the holder of all\n necessary air transportation and other licenses or permits\n required in connection therewith and with the use and\n operation of the Aircraft;\n\n (b) POWER AND AUTHORITY: Lessee has the corporate power to enter\n into and perform, and has taken all necessary corporate action\n to authorize the entry into, performance and delivery of, this\n Agreement and each of the\n\n 31\n\n\n other Transaction Documents to which it is a party and the\n transactions contemplated hereby and thereby;\n\n (c) LEGAL VALIDITY: this Agreement and each of the other\n Transaction Documents to which it is a party has been duly\n authorized by Lessee, each of this Agreement and the\n Participation Agreement has been duly executed and delivered\n by Lessee and each of this Agreement and the Participation\n Agreement does, and each of the other Transaction Documents\n when executed and delivered by Lessee (subject to execution\n and delivery by the other parties thereto) will, constitute a\n legal, valid and binding obligation of Lessee, enforceable\n against Lessee in accordance with its terms, except as\n enforceability may be limited, by applicable bankruptcy,\n insolvency or other laws affecting creditors' rights generally\n and/or general principles of equity;\n\n (d) NON-CONFLICT: the entry into and performance by Lessee of, and\n the transactions contemplated by, this Agreement does not and\n will not:", "source": "agreement_26.md" }, { "id": "962", "text": "(i) conflict with any laws binding on Lessee;\n\n (ii) conflict with the constitutional documents of Lessee; or\n\n (iii) conflict with or result in default under any indenture,\n mortgage, contract, agreement or other document which is\n binding upon Lessee or any of its assets or result in\n the creation of any Security Interest over any of its\n assets (other than the Security Deposit);\n\n (e) AUTHORIZATION: all authorizations, consents, registrations and\n notifications required under the laws of the Country of\n Incorporation and the Country of Registration and any other\n relevant jurisdictions in connection with the entry into and\n performance by Lessee of, and the validity and enforceability\n against Lessee of, this Agreement and the other Transaction\n Documents to which it is a party and the transactions\n contemplated hereby and thereby, have been (or will on or\n before the Delivery Date have been) obtained or effected (as\n appropriate) and are (or will on their being obtained or\n effected be) in full force and effect, except as provided in\n Section 8.11(f);\n\n (f) NO IMMUNITY:\n\n (i) Lessee is subject to civil and commercial law with\n respect to its obligations under this Agreement and the\n other Transaction Documents; and\n\n (ii) neither Lessee nor any of its assets is entitled to any\n right of immunity from suit, jurisdiction, attachment\n prior to judgment, attachment in\n\n 32\n\n\n aid of execution, set-off, execution or other legal\n process, and the entry into and performance of this\n Agreement and the other Transaction Documents by Lessee\n constitute private and commercial acts;\n\n (g) ACCOUNTS: the audited consolidated financial statements of\n Lessee and its Subsidiaries most recently delivered to Lessor:\n\n (i) have been prepared in accordance with GAAP; and", "source": "agreement_26.md" }, { "id": "963", "text": "(i) have been prepared in accordance with GAAP; and\n\n (ii) fairly represent the consolidated financial condition of\n Lessee and its Subsidiaries as at the date thereof;\n\n (h) FULL DISCLOSURE: its audited financial statements referred to\n in Clause 2.1(g) provided to Lessor by Lessee for the purposes\n of this Agreement do not contain any untrue or materially\n misleading statement of a material fact;\n\n (i) MATERIAL ADVERSE EFFECT: No event has occurred since December\n 31, 2003 which constitutes, or which with the giving of notice\n and/or lapse of time or both would constitute, a contravention\n of, or default under, any agreement or instrument by which\n Lessee or Guarantor or any of their assets are bound or\n affected, being a contravention or default which might either\n have a material adverse effect on the financial condition,\n business, assets or operations of Lessee or Guarantor or on\n their ability to observe and perform their obligations under\n the Transaction Documents;\n\n (j) TAXES:", "source": "agreement_26.md" }, { "id": "964", "text": "(j) TAXES:\n\n (i) Lessee has filed or caused to be filed in such manner as\n is required by law or regulation all Tax returns which\n Lessee is required by any applicable law to file with\n any Government Entity or other taxing authority, and has\n paid or caused to be paid all Taxes reported on such\n returns to be due or which have become due pursuant to\n any notice, demand or assessment received by Lessee or\n any of its Affiliates, except for any such notice,\n demand or assessment (A) which is being contested in\n good faith in accordance with the applicable law, (B)\n which does not and will not involve a material risk of\n sale, forfeiture or loss of the Aircraft, the Airframe,\n any Engine or any Part, and (C) for which an adequate\n reserve has been established and maintained in the\n accounting records of Lessee in accordance with GAAP;\n\n (ii) no material claim for any Tax has been asserted against\n Lessee by any Government Entity or other taxing\n authority other than claims that are included in the\n liabilities for Taxes in the audited consolidated\n financial statements described in Clause 2.1(g) or\n\n 33\n\n\n which are being contested in good faith by appropriate\n proceedings and with respect to which appropriate\n reserves have been maintained to the extent required by\n GAAP and which arose after the date of such audited\n consolidated financial statements and which does not and\n will not involve a material risk of sale, forfeiture or\n loss of the Aircraft;\n\n (iii) all applicable customs duties and Sales Taxes in respect\n of the Aircraft, its sale to Lessor and lease hereunder\n to Lessee on the Delivery date, have been paid;", "source": "agreement_26.md" }, { "id": "965", "text": "(iv) there is no Tax of the Country of Incorporation or the\n Country of Registration, or any taxing authority of\n either thereof or therein which is imposed in respect of\n any payment to be made by Lessee to Lessor pursuant to\n the Transaction Documents, or is imposed on or by virtue\n of the execution, delivery or performance of the\n Transaction Documents; and\n\n (v) there is no Tax of the Country of Incorporation or the\n Country of Registration, or any taxing authority of\n either thereof or therein which is imposed in respect of\n any payment to be made to Lessee pursuant to the\n Transaction Documents, or is imposed on any Lender on or\n by virtue of the execution, delivery or performance of\n the Transaction Documents;\n\n (k) NO DOING BUSINESS: neither Lessor nor Beneficiary is or will\n be deemed to be resident, domiciled or carrying on business in\n The Republic of Panama or be subject to taxation in The\n Republic of Panama by reason only of the execution,\n performance and/or enforcement of any of the Transaction\n Documents;", "source": "agreement_26.md" }, { "id": "966", "text": "(l) ENFORCEMENT: in any execution proceedings taken in The\n Republic of Panama for the enforcement of the Transaction\n Documents, the courts of The Republic of Panama will give\n effect to and enforce any final (non-appealable) judgment\n granted in the United States, without re-examination or\n re-litigation of any matter adjudicated therein, provided that\n if a final and conclusive judgment in respect of any of the\n Transaction Documents is given by a foreign court of competent\n jurisdiction to deal with any action arising therefrom, such\n judgment would be recognized and enforced in the Courts of the\n Republic of Panama without retrial of the originating action\n by instituting exequatur proceedings in the Supreme Court of\n Panama and upon determination by such tribunal that: (i) the\n courts of the judgment country would in similar circumstances\n recognize a final and conclusive judgment of the Courts of the\n Republic of Panama; (ii) the judgment has been issued as a\n consequence of an action \"in personam\"; (iii) the judgment was\n rendered after personal service on the defendant;\n\n 34\n\n\n (iv) the cause of action upon which judgment was based does\n not contravene public policy of Panama; and (v) the documents\n evidencing the judgment are in authentic form according to the\n laws of the judgment country and have been duly legalized by\n Panamanian Consul; and no filing, recording, registering of or\n with respect to the Transaction Documents will be necessary in\n the Republic of Panama in order to protect, preserve or\n perfect the validity and enforceability of the Transaction\n Documents, and the interests thereby created, except as stated\n in Section 8.11(f);\n\n (m) POWER OF ATTORNEY: the Lessee Power of Attorney remains in\n full force and effect;", "source": "agreement_26.md" }, { "id": "967", "text": "(m) POWER OF ATTORNEY: the Lessee Power of Attorney remains in\n full force and effect;\n\n (n) UCC MATTERS: the \"location\" of Lessee, for purposes of Section\n 9-307 of the Uniform Commercial Code of the State of New York,\n is in the State of Florida;\n\n (o) SOLVENCY: Lessee is Solvent; and\n\n (p) ERISA: (A) the execution, delivery and performance of the\n Transaction Documents will not involve any transaction in\n connection with which a civil penalty could be assessed\n pursuant to Section 502 of ERISA, any tax could be imposed\n under Section 4975 of the Internal Revenue Code; or a\n violation of any Similar Laws could result and (B) neither\n Lessee nor any Subsidiary or Commonly Controlled Entity (i)\n maintains, contributes to or has any liability in respect of,\n (ii) is obligated to maintain or contribute to, or has, at any\n time within the five years preceding the date of this\n representation, maintained, contributed to or had any\n liability in respect of or (iii) has been obligated to\n maintain or contribute to, any employee benefit plan that is\n subject to Title IV of ERISA.\n\n 2.2 LESSEE'S FURTHER REPRESENTATIONS AND WARRANTIES:\n\n Lessee further represents and warrants to Lessor that:\n\n (a) NO DEFAULT: no Default has occurred and is continuing or would\n result from the entry into or performance of this Agreement\n and the other Transaction Documents;\n\n (b) REGISTRATION:", "source": "agreement_26.md" }, { "id": "968", "text": "(b) REGISTRATION:\n\n (i) except for (x) the filing of UCC financing Statements\n with regard to the Lease, and the Security Deposit in\n the District of Columbia, all of which shall have been\n accomplished on or before the Delivery Date, and (y) the\n filing and recordation of this Agreement, the Lease\n Supplement No. 1 and the Bill of Sale as provided in\n Clause 8.11(f), it is not necessary or advisable under\n\n 35\n\n\n the laws of the Country of Incorporation, the Country of\n Registration or the Habitual Base in order to ensure the\n validity, effectiveness and enforceability of this\n Agreement or the other Transaction Documents or to,\n establish, perfect or protect the property rights of\n Lessor in or with respect to the Aircraft or any Engine\n or Part, or the Security Deposit, that this Agreement or\n any other Transaction Document or any other document or\n instrument relating thereto be filed, registered or\n recorded or that any other action be taken; and\n\n (ii) upon completion of the filings referenced in Clause\n 2.2(b)(i) and the recordation, registration or indexing\n of the instruments so filed by the appropriate\n Government Entities, under the laws of the Country of\n Incorporation, the Country of Registration and the\n Habitual Base and the other jurisdictions referred to in\n Clause 8.11(f), the property rights of Lessor and\n Beneficiary in the Aircraft, the Lease and the Security\n Deposit will be fully established and perfected;\n\n (c) LITIGATION: no litigation, arbitration or administrative\n proceedings are pending or to its knowledge threatened against\n Lessee in any jurisdiction which reasonably may be expected to\n have a material adverse effect upon its financial condition or\n business or its ability to perform its obligations under this\n Agreement;", "source": "agreement_26.md" }, { "id": "969", "text": "(d) PARI PASSU: the obligations of Lessee under this Agreement\n rank at least pari passu with all other present and future\n unsecured and unsubordinated obligations (including contingent\n obligations) of Lessee, with the exception of such obligations\n as are mandatorily preferred by law and not by virtue of any\n contract;\n\n (e) MATERIAL ADVERSE CHANGE: there has been no material adverse\n change in the consolidated financial condition or operations\n of Lessee and its Subsidiaries or the financial condition or\n operations of Lessee since the date as to which the financial\n statements most recently provided to Lessor on or prior to the\n Delivery Date were drawn up; and\n\n (f) NO BROKERS: Lessee has not engaged the services of a broker or\n similar representative or agent for the purposes of procuring\n the leasing of the Aircraft pursuant to this Agreement.\n\n 2.3 REPETITION:\n\n The representations and warranties in Clause 2.1 and Clause 2.2 will\n survive the execution of this Agreement. The representations and\n warranties contained in Clause 2.1 and Clause 2.2 will be deemed to\n be repeated by Lessee on the\n\n 36\n\n\n Delivery Date and the representations set forth in Clause 2.1(a)\n through (h), (j)(iii), (1), (m) and (n) will be deemed to be\n repeated by Lessee on each Rent Date with reference to the facts and\n circumstances then existing.\n\n 2.4 LESSOR'S REPRESENTATIONS AND WARRANTIES:\n\n Lessor (as to clauses (b), (c), (d), (e), (f), (g) and (h) and WFB\n (as to clauses (a), (b), (c), (d), (e), (f), (g) and (h)) represents\n and warrants to Lessee that:", "source": "agreement_26.md" }, { "id": "970", "text": "(a) STATUS: WFB is a national banking association duly\n incorporated and validly existing under the federal laws of\n the United States and has the corporate power to own its\n assets and carry on its business as it is being conducted;\n\n (b) POWER AND AUTHORITY: each of Lessor and WFB has the corporate\n power to enter into and perform, and has taken all necessary\n corporate action to authorize the entry into, performance and\n delivery of, this Agreement and the other Transaction\n Documents to which it is a party and the transactions\n contemplated by this Agreement and the other Transaction\n Documents to which it is a party;\n\n (c) LEGAL VALIDITY: each of the Transaction Documents to which it\n is a party has been duly authorized, executed and delivered by\n it, and constitutes its legal, valid and binding obligations,\n enforceable against it in accordance with their respective\n terms except insofar as enforceability may be limited by (i)\n applicable bankruptcy, insolvency or other laws affecting\n creditors' rights generally or (ii) general principles of\n equity;\n\n (d) NON-CONFLICT: the entry into and performance by it of, and the\n transactions contemplated by, this Agreement and the other\n Transaction Documents to which it is a party do not and will\n not:\n\n (i) conflict with any laws, rules or regulations binding on\n it;\n\n (ii) conflict with the constitutional documents of Lessor or\n WFB; or\n\n (iii) conflict with any indenture, mortgage, contract or other\n document which is binding upon it or any of its assets;", "source": "agreement_26.md" }, { "id": "971", "text": "(iii) conflict with any indenture, mortgage, contract or other\n document which is binding upon it or any of its assets;\n\n (e) AUTHORIZATION: all authorizations, consents, registrations and\n notifications required under the laws of the State of Utah,\n the State of New York (the place of closing) and the federal\n laws of the United States in connection with the entry into,\n performance, validity and enforceability of, and the\n transactions contemplated by, this Agreement and the other\n Transaction Documents to which it is a party have been (or\n will on or before the Delivery Date have been) obtained or\n effected (as appropriate)\n\n 37\n\n\n and are (or will on their being obtained or effected be) in\n full force and effect;\n\n (f) NO IMMUNITY:\n\n (i) it is subject to civil commercial law with respect to\n its obligations under this Agreement and the other\n Transaction Documents to which it is a party; and\n\n (ii) neither it nor any of its assets is entitled to any\n right of immunity and the entry into and performance of\n this Agreement and the other Transaction Documents to\n which it is a party by it constitute private and\n commercial acts;\n\n (g) TITLE: At the time of Delivery, Lessor shall have good title\n to the Aircraft, free and clear of any Liens;\n\n (h) NO BROKERS: Lessor has not engaged the services of a broker or\n similar representative agent for the purposes of this\n Agreement and the transactions contemplated herein;\n\n 2.5 REPETITION:\n\n The representations and warranties in Clause 2.4 will survive the\n execution of this Agreement and will be deemed to be repeated by\n Lessor on the Delivery Date with reference to the facts and\n circumstances then existing.\n\n3. CONDITIONS PRECEDENT\n\n 3.1 CONDITIONS PRECEDENT:", "source": "agreement_26.md" }, { "id": "972", "text": "3. CONDITIONS PRECEDENT\n\n 3.1 CONDITIONS PRECEDENT:\n\n Lessor's obligation to deliver and lease the Aircraft under this\n Agreement is subject to satisfaction of each of the following\n conditions:\n\n (a) receipt by Lessor and Beneficiary from Lessee of the following\n satisfactory in form and substance to Lessor:\n\n (i) TRANSACTION DOCUMENTS: each Transaction Document shall\n have been duly executed and delivered by each party\n thereto other than Lessor;\n\n (ii) CONSTITUTIONAL DOCUMENTS: a copy of the constitutional\n documents of Lessee and the Guarantor;\n\n (iii) RESOLUTIONS: a copy of a resolution of the board of\n directors of Lessee and Guarantor, in each case\n approving the terms of, and the transactions\n contemplated by, this Agreement and the other\n\n 38\n\n\n Transaction Documents to which it is a party, resolving\n that it enter into this Agreement and the other\n Transaction Documents to which it is a party, and\n authorizing execution of this Agreement and the other\n Transaction Documents to which it is a party and\n consummation of the transactions contemplated hereby and\n thereby;", "source": "agreement_26.md" }, { "id": "973", "text": "(iv) OPINIONS: (i) an opinion reasonably satisfactory in form\n and substance to Lessor (based on New York law) by\n Greenberg Traurig, P.A., (ii) an opinion reasonably\n satisfactory in form and substance to Lessor (based on\n Panamanian law) by Galindo Arias & Lopez, Panamanian\n counsel to Lessee, (iii) at Lessor's cost, an opinion\n reasonably satisfactory in form and substance to\n Beneficiary by Patton, Moreno & Asvat, Panamanian\n counsel to the Lessor and Beneficiary, with respect to\n Panamanian law; and (iv) at Lessor's cost, a\n jurisdictional review by Patton, Moreno & Asvat,\n Panamanian counsel to Lessor and Beneficiary, as to the\n rights of creditors and lessors of aircraft under\n Panamanian law, satisfactory in form and substance to\n Beneficiary;\n\n (v) APPROVALS: evidence of the issuance of each approval,\n license and consent which is required in relation to, or\n in connection with the performance by Lessee of any of\n its obligations under this Agreement and the other\n Transaction Documents;\n\n (vi) LICENSES: copies of Lessee's air transport license, air\n operator's certificates and all other material licenses,\n certificates and permits required by Lessee in relation\n to, or in connection with, the operation of the\n Aircraft;\n\n (vii) CERTIFICATE: a certificate of a duly authorized officer\n of Lessee:\n\n (a) setting out a specimen of the signature of each\n Person authorized to execute documents on behalf\n of Lessee pursuant to the resolutions referred to\n in Clause 3.1(a)(iii);", "source": "agreement_26.md" }, { "id": "974", "text": "(b) certifying that each copy of each document\n specified in Clause 3.1(a)(ii) and (iii) is\n correct, complete and in full force and effect;\n and\n\n (c) certifying as to the matters stated in Clause\n 3.2(a), (b) and (d);\n\n (viii)UCC FINANCING STATEMENTS: UCC financing statements with\n respect to the Aircraft and this Agreement in a form\n acceptable to Lessor shall have been prepared for filing\n with the appropriate Government Entity in the District\n of Columbia;\n\n 39\n\n\n (ix) PAYMENTS: all sums due to Lessor under this Agreement\n on or before the Delivery Date including, without\n limitation, the first payment of Rent and the full\n amount of the Security Deposit;\n\n (x) INSURANCES: a certificate of insurance and broker's\n letter of undertaking satisfactory to Lessor and\n evidencing that Lessee is taking the required steps\n to ensure due compliance with the provisions of this\n Agreement as to Insurances with effect on and after\n the Delivery Date,\n\n (xi) FINANCIAL STATEMENTS: the latest available financial\n statements and accompanying documents of Lessee as\n described in Clause 8.2(b)(i) and (ii);\n\n (xii) TITLE: Initial Purchaser shall have transferred good\n title to the Aircraft to Lessor and Lessor shall have\n received a signed original of the Bill of Sale;\n\n (xiii) AUTHORIZATION: the Aircraft shall have been certified\n by the FAA as to type and airworthiness for export to\n Panama, and Lessee shall have permanent or temporary\n authority to operate the Aircraft, and copies of\n relevant documents shall have been delivered to\n Lessor;\n\n (xiv) PROCESS AGENT: a letter from the process agent\n appointed by Lessee in this Agreement accepting that\n appointment;", "source": "agreement_26.md" }, { "id": "975", "text": "(xiv) PROCESS AGENT: a letter from the process agent\n appointed by Lessee in this Agreement accepting that\n appointment;\n\n (xv) ACCEPTANCE CERTIFICATE: the Acceptance Certificate,\n dated, fully completed, and executed by Lessee on\n behalf of Lessor;\n\n (xvi) IMPORT: evidence that any required import license,\n and all customs formalities relating to the import of\n the Aircraft into the Habitual Base have been\n obtained or complied with (if no such licenses or\n formalities are required, a statement to that effect\n included in the legal opinion described in paragraph\n (ii) will satisfy Lessee's obligation under this\n paragraph (ix)), and evidence that the import of the\n Aircraft into the Habitual Base is exempt from Taxes,\n or that any such Taxes have been paid in full;\n\n (xvii) POWERS OF ATTORNEY: the Lessee Power of Attorney; and\n\n (xviii) REGISTRATION, RECORDINGS: receipt by Lessor of\n evidence that on the Delivery Date the Aircraft has\n been provisionally registered under the laws of the\n Country of Registration and that this Agreement,\n Lease Supplement No. 1 and the Bill of Sale will be\n recorded with the Public Registry of Panama as\n required by Section 8.11(f), and that all filings,\n registrations, recordings and other actions have been\n or will be taken which are necessary or\n\n 40\n\n\n advisable to ensure the validity, effectiveness and\n enforceability of this Agreement and the other\n Transaction Documents and to protect the rights and\n interests of Lessor in the Aircraft;\n\n (xix) MANUFACTURER DELIVERY DOCUMENTS: receipt by Lessor of\n originals of the Manufacturer delivery documents,\n including certified copies of the relevant bills of sale\n (FAA and full warranty);", "source": "agreement_26.md" }, { "id": "976", "text": "(xx) GENERAL: such other documents and financial information\n as Lessor may reasonably request in order to (i)\n consummate or give effect to the transactions\n contemplated by this Agreement and the Transaction\n Documents and (ii) assess the financial and commercial\n condition of Lessee, present and future, and Lessor's\n being satisfied in its sole discretion with such\n financial and commercial condition.\n\n 3.2 FURTHER CONDITIONS PRECEDENT:\n\n The obligations of Lessor to deliver and lease the Aircraft under\n this Agreement are subject to the further conditions precedent that:\n\n (a) the representations and warranties of Lessee under Clauses 2.1\n and 2.2 are correct and would be correct if repeated on\n Delivery of the Aircraft under this Agreement;\n\n (b) no Default has occurred and is continuing or would reasonably\n be expected to result from the leasing of the Aircraft to\n Lessee under this Agreement;\n\n (c) no change shall have occurred after the date of the execution\n and delivery of this Agreement in laws that in the case of\n Lessor or Beneficiary, in the reasonable opinion of counsel,\n would make it illegal for such Person to participate in this\n transaction or to make its Loan available to Lessor; and\n\n (d) no action or proceeding or governmental action shall have been\n instituted or threatened before any court or governmental\n agency, nor shall any order, judgment or decree have been\n issued or proposed to be issued by any court or governmental\n agency at the time of the Delivery Date to set aside,\n restrain, enjoin or prevent the completion and consummation of\n this Agreement or the other Transaction Documents or the\n transactions contemplated hereby and thereby.\n\n 3.3 LESSEE CONDITIONS PRECEDENT:\n\n Lessee's obligation to accept delivery and to lease the Aircraft are\n subject to the following additional conditions precedent:\n\n 41", "source": "agreement_26.md" }, { "id": "977", "text": "Lessee's obligation to accept delivery and to lease the Aircraft are\n subject to the following additional conditions precedent:\n\n 41\n\n\n (a) receipt by Lessee on or before the Delivery Date of:\n\n (i) a certificate signed by a duly authorized officer of\n Lessor certifying that Lessor's representations and\n warranties in Clause 2.4 are true and correct on the\n Delivery Date as if given on such date;\n\n (ii) each of this Agreement, Lease Supplement No. 1 and the\n Participation Agreement, duly executed and delivered by\n Lessor, and the Warranty Assignment duly executed and\n delivered by the parties thereto;\n\n (iii) Initial Purchaser shall have transferred good title to\n the Aircraft to Lessor and Lessor shall have received a\n signed original of the Bill of Sale;\n\n (iv) the Aircraft shall have been certified by the FAA as to\n type and airworthiness for export to Panama, and Lessee\n shall have permanent or temporary authority to operate\n the Aircraft, and copies of relevant documents shall\n have been delivered to Lessor; and\n\n (v) receipt by Lessee of all documents required to operate\n the Aircraft in Panama.\n\n (b) Lessor shall have tendered delivery of the Aircraft to Lessee\n in accordance with Clauses 4.1 and 4.2.\n\n 3.4 WAIVER:\n\n (a) The conditions specified in Clauses 3.1 and 3.2 are for the\n sole benefit of Lessor and may be waived or deferred in whole\n or in part by Lessor. Such waiver or deferral may be subject\n to such conditions as shall be accepted by Lessee.", "source": "agreement_26.md" }, { "id": "978", "text": "(b) The conditions specified in Clause 3.3 are for the sole\n benefit of Lessee and may be waived or deferred in whole or in\n part by Lessee. Such waiver or deferral may be subject to such\n conditions as shall be accepted by Lessor.\n\n 3.5 POST-CLOSING MATTERS:\n\n Lessee shall, at its sole cost and expense, provide to Lessor (i)\n evidence that the UCC Financing Statement referenced in Clause\n 2.2(b)(i)(y) has been duly filed with the appropriate Government\n Entity in the District of Columbia (which evidence may take the form\n of a filed-stamped copy of such UCC financing statement), (ii)\n evidence that the AAC has issued a permanent registration\n\n 42\n\n\n certificate for the Aircraft as required by Section 8.11(f)(iii) and\n (iii) an opinion of Panamanian counsel to Lessee as to the making of\n proper filings as required by Section 8.11(f)(i).\n\n4. COMMENCEMENT\n\n 4.1 LEASING:\n\n (a) Subject to satisfaction of the conditions set forth in Clauses\n 3.1 and 3.2, Lessor will lease the Aircraft to Lessee and\n Lessee will take the Aircraft on lease for the Term, which\n shall commence on the Delivery Date immediately upon transfer\n of title to the Aircraft from Seller to Lessor, and which\n leasing shall be unconditionally and irrevocably evidenced by\n Lessee's execution and delivery of Lease Supplement No. 1; and\n\n (b) Lessee will be responsible for all risks associated with any\n loss of or damage to the Aircraft or caused by the operation\n of the Aircraft from the execution of Lease Supplement No. 1\n until the return of the Aircraft to Lessor pursuant to the\n terms of this Agreement.\n\n 4.2 DELIVERY:", "source": "agreement_26.md" }, { "id": "979", "text": "4.2 DELIVERY:\n\n Lessor shall deliver the Aircraft to Lessee immediately following\n delivery thereof by the Manufacturer. Immediately following Lessor's\n purchase of the Aircraft from Seller, Lessor will tender the\n Aircraft for Delivery to Lessee and Lessee will unconditionally and\n irrevocably effect acceptance of the Aircraft by execution and\n delivery to Lessor of the duly completed and executed Lease\n Supplement No. 1, notwithstanding any delay in Delivery after the\n Scheduled Delivery Date, subject to Section 4.4. Simultaneously with\n Lessor's purchase of the Aircraft, Lessee will execute, as agent of\n Lessor, and deliver to Delta the Acceptance Certificate. Upon\n execution and delivery by Lessee of Lease Supplement No. 1, Lessee's\n acceptance of the Aircraft under this Agreement shall be\n unconditional and irrevocable for all purposes. Lessor will include\n Lessee, and Lessee will participate, in all stages of the acceptance\n procedure of the Aircraft from the Manufacturer and Lessee shall be\n satisfied that the Aircraft as delivered from Manufacturer meets the\n delivery conditions set forth on Schedule 1 hereof.\n\n 4.3 DELAYED DELIVERY:\n\n It is intended that the Delivery Date will be the Scheduled Delivery\n Date. However, Lessor shall not be responsible for any loss or\n damages, including without limitation loss of profit, arising from\n or in connection with any delay in the delivery of or failure to\n deliver the Aircraft to Lessee under this Agreement on the Scheduled\n Delivery Date for any reason whatsoever. Notwithstanding any such\n delay, Lessor shall not be excused from its obligation to Deliver\n the Aircraft to Lessee unless such delay resulted from any cause\n which is outside the control of Lessor.\n\n 43\n\n\n 4.4 TERMINATION FOR NON-DELIVERY:", "source": "agreement_26.md" }, { "id": "980", "text": "43\n\n\n 4.4 TERMINATION FOR NON-DELIVERY:\n\n The parties agree that if Delivery of the Aircraft has not occurred\n for any reason whatsoever including, without limitation, any\n circumstance described in Clause 4.2 or 4.3 above, on or before the\n Final Delivery Date, then unless the parties shall have agreed in\n writing to extend the Delivery Date and the Final Delivery Date,\n this Agreement shall immediately terminate. Upon such termination,\n neither party will have any further obligations or liability under\n this Agreement other than pursuant to Clause 15.8 except that Lessor\n will repay the amount of the Security Deposit.\n\n 4.5 PURCHASE OF AIRCRAFT:\n\n Lessee agrees that Lessor's obligation to deliver the Aircraft to\n Lessee under the terms of this Agreement is expressly subject to\n Lessor obtaining good title to the Aircraft from Initial Purchaser\n pursuant to the Aircraft Purchase Agreement.\n\n5. PAYMENTS\n\n 5.1 SECURITY DEPOSIT AND LETTER OF CREDIT:\n\n (a) PAYMENT: Lessee shall pay to Lessor a Security Deposit in cash\n in the amount defined as the Security Deposit Amount in\n Schedule 7 hereof in the following installments:\n\n (i) US\\*\\*Material Redacted\\*\\* at the time this Agreement is\n executed;\n\n (ii) US\\*\\*Material Redacted\\*\\* three months prior to Delivery\n Date; and\n\n (iii) the balance to be paid no later than three Business Days\n prior to Delivery Date.\n\n (b) CONCERNING THE SECURITY DEPOSIT:", "source": "agreement_26.md" }, { "id": "981", "text": "(b) CONCERNING THE SECURITY DEPOSIT:\n\n (i) The Security Deposit shall be deposited in a designated\n account of the Lessor maintained at the Royal Bank of\n Scotland, New York Branch or such other account in the\n United States as Lessor shall designate in writing.\n Lessor will not hold the Security Deposit as agent or on\n trust for Lessee or in any similar fiduciary capacity.\n\n (ii) Lessee may provide the Security Deposit in the form of a\n letter of credit, issued by a bank satisfactory to\n Lessor, having a term of no more than one year, and\n otherwise in form and substance (including the\n designation of the presentment location) satisfactory to\n Lessor.\n\n 44\n\n\n (c) CONCERNING THE LETTER OF CREDIT:\n\n If at any time prior to the Final Expiry Date, the long-term\n unsecured unsubordinated and unguaranteed debt obligations as\n rated by Moody's Investors Services Inc. or Standard & Poor's\n Corporation of the then current bank issuing the letter of\n credit shall be less than A2 and A respectively or shall be on\n creditwatch by either of such agencies, Lessee shall procure\n that the relevant letter of credit is replaced by a letter of\n credit by another bank acceptable to Lessor (in its sole\n discretion).\n\n 5.2 RENTAL PERIODS:\n\n The Term will be divided into Rental Periods. The first Rental\n Period will commence on the Delivery Date, and each subsequent\n Rental Period will commence on the date succeeding the last day of\n the previous Rental Period. Each Rental Period will end on but\n exclude the numerically corresponding day in the next Month except\n that if a Rental Period would otherwise overrun the Final Expiry\n Date, it will end on the Final Expiry Date.\n\n 5.3 RENT:", "source": "agreement_26.md" }, { "id": "982", "text": "5.3 RENT:\n\n (a) TIME OF PAYMENT: Lessee will pay to Lessor Rent in advance on\n each Rent Date. Payment must be initiated in such manner as to\n ensure that Lessor receives credit for the payment on the Rent\n Date. If a Rental Period begins on a non-Business Day, the\n Rent payable in respect of that Rental Period shall be paid on\n the Business Day immediately following the date on which such\n Rental Period commences.\n\n (b) AMOUNT: The Rent payable in respect of each Rental Period\n shall be the Assumed Rent based on the Assumed LIBOR Rate and\n will be adjusted upward or downward by the Rent Adjustment\n Factor. On each Rent Calculation Date (as defined below), the\n Rent shall be calculated and set for the six consecutive\n Rental Periods immediately following such Rent Calculation\n Date. For purposes of this Clause 5.3(b), \"Rent Calculation\n Date\" shall mean the date that falls three days prior to the\n Delivery Date and each six-month anniversary thereof;\n provided, however, if such date or any such anniversary\n thereof is not a Business Day, then the Rent Calculation Date\n shall be the immediately preceding Business Day.\n\n 5.4 SUPPLEMENTAL RENT:\n\n (a) AMOUNT: Lessee will pay Supplemental Rent to Lessor in\n relation to each calendar month (or part of a month) of the\n Term, on the 10th day following the end of that calendar month\n (except that the last payment of Supplemental Rent during the\n Term shall be paid on the Final Expiry Date), calculated as\n follows:\n\n 45", "source": "agreement_26.md" }, { "id": "983", "text": "45\n\n\n (i) AIRFRAME: in respect of an Airframe 6C/24,000 Flight\n Hour Block Structural Check, an amount equal to the\n Airframe 6C/24,000 Flight Hour Block Structural Check\n Supplemental Rent Rate, pro-rated on a per diem basis,\n if applicable, for any calendar month which falls\n partially within the Term and partially outside the Term\n (the \"Airframe 6C/24,000 Flight Hour Block Structural\n Check Supplemental Rent\");", "source": "agreement_26.md" }, { "id": "984", "text": "(ii) ENGINE LIFE-LIMITED PARTS: in respect of the\n Life-Limited Parts for each Engine, an amount equal to\n the Engine LLP Supplemental Rent Rate for each Engine\n Cycle operated by that Engine during that calendar month\n (\"Engine LLP Supplemental Rent\"); provided, however,\n Lessee shall have no obligation to make any payment of\n Engine LLP Supplemental Rent in respect of any period\n during which the Engine installed on the Aircraft is\n subject to a maintenance cost per hour agreement or\n similar arrangement with the Agreed Maintenance\n Performer so long as (x) such agreement or arrangement\n is approved in advance (i.e., before the enrollment of\n the Engine installed on the Aircraft in any such\n agreement or arrangement) in writing by Lessor (such\n approval not to be unreasonably withheld), and (y) in\n the event that the Engine installed on the Aircraft is\n enrolled in any such agreement or arrangement before\n Lessor approves such agreement or arrangement, or in the\n event that any Engine enrolled in any such agreement or\n arrangement is to be installed on the Aircraft before\n Lessor approves such agreement or arrangement, then\n Lessee shall pay and continue to pay Engine LLP\n Supplemental Rent in accordance with this subclause for\n all periods prior to the time at which Lessee obtains\n Lessor's written approval (which approval shall not be\n unreasonably delayed) of the applicable agreement or\n arrangement (if ever);and (z) for the avoidance of doubt\n it is agreed that at least one of the criteria upon\n which such a maintenance cost per hour agreement will be\n approved by the Lessor shall be a requirement for that\n agreement to expressly include an adequate fund\n provision specifically allocated to LLP's to which the\n Lessor will have rights of access under certain\n conditions, and drawdowns on such LLP fund will not\n diminish the adequacy of any fund allocation applicable", "source": "agreement_26.md" }, { "id": "985", "text": "conditions, and drawdowns on such LLP fund will not\n diminish the adequacy of any fund allocation applicable\n to the engine performance restoration.", "source": "agreement_26.md" }, { "id": "986", "text": "(iii) ENGINE PERFORMANCE RESTORATION: in respect of each\n Engine, an amount equal to the Engine Supplemental Rent\n Rate for each Engine Flight Hour (or fraction thereof)\n operated by that Engine during that calendar month\n (\"Engine Supplemental Rent\"); provided, however, Lessee\n shall have no obligation to make any payment of Engine\n Supplemental Rent in respect of any period\n\n 46\n\n\n during which the Engine installed on the Aircraft is\n subject to a maintenance cost per hour agreement or\n similar arrangement with the Agreed Maintenance\n Performer so long as (x) such agreement or arrangement\n is approved in advance (i.e., before the enrollment of\n the Engine installed on the Aircraft in any such\n agreement or arrangement) in writing by Lessor (such\n approval not to be unreasonably withheld), and (y) in\n the event that the Engine installed on the Aircraft is\n enrolled in any such agreement or arrangement before\n Lessor approves such agreement or arrangement, or in the\n event that any Engine enrolled in any such agreement or\n arrangement is to be installed on the Aircraft before\n Lessor approves such agreement or arrangement, then\n Lessee shall pay and continue to pay Engine Supplemental\n Rent in accordance with this subclause for all periods\n prior to the time at which Lessee obtains Lessor's\n written approval (which approval shall not be\n unreasonably delayed) of the applicable agreement or\n arrangement (if ever);", "source": "agreement_26.md" }, { "id": "987", "text": "(iv) APU: in respect of the APU, an amount equal to the APU\n Supplemental Rent Rate for each Flight Hour operated by\n the APU during that calendar month (\"APU Supplemental\n Rent\"); provided, however, Lessee shall have no\n obligation to make any payment of APU Supplemental Rent\n in respect of any period during which the APU installed\n on the Aircraft is subject to a maintenance cost per\n hour agreement or similar arrangement with the APU\n manufacturer or Agreed Maintenance Performer so long as\n (x) such agreement or arrangement is approved in advance\n (i.e., before the enrollment of the APU installed on the\n Aircraft in any such agreement or arrangement) in\n writing by Lessor (such approval not to be unreasonably\n withheld), and (y) in the event that the APU installed\n on the Aircraft is enrolled in any such agreement or\n arrangement before Lessor approves such agreement or\n arrangement, or in the event that any APU enrolled in\n any such agreement or arrangement is to be installed on\n the Aircraft before Lessor approves such agreement or\n arrangement, then Lessee shall pay and continue to pay\n APU Supplemental Rent in accordance with this subclause\n for all periods prior to the time at which Lessee\n obtains Lessor's written approval (which approval shall\n not be unreasonably delayed) of the applicable agreement\n or arrangement (if ever); and\n\n (v) LANDING GEAR: in respect of the Landing Gear, an amount\n equal to the Landing Gear Supplemental Rent Rate,\n pro-rated on a per diem basis, if applicable, for any\n calendar month which falls partially within the Term and\n partially outside the Term (\"Landing Gear Supplemental\n Rent\");\n\n 47", "source": "agreement_26.md" }, { "id": "988", "text": "47\n\n\n provided that with respect to any maintenance cost per\n hour agreement described in subclauses (iii) and (iv)\n above to be approved by Lessor, such agreement must (or\n as otherwise reasonably agreed by Lessor and Lessee)\n have (i) payments and maintenance structured on a fully\n restored zero-time basis where the Approved Maintenance\n Performer will be responsible for the payment of the\n redelivery maintenance adjustment provided for in Part 3\n of Schedule 3 for all Engine or APU use since the last\n Engine Performance Restoration or APU Performance\n Restoration, as applicable, during the Lease Term or\n since new if no such Engine Performance Restoration or\n APU Performance Restoration, as applicable, has been\n accomplished during the Lease Term, (ii) payments and/or\n corresponding maintenance inclusive of all applicable\n airworthiness directives, manufacturer category 1/2/3\n service bulletins, and domestic object damage, (iii)\n satisfactory restrictions on the use of multiple repair\n used serviceable exchange parts, incident materials,\n manufacturer approved FAA PMA parts, and parts with\n non-manufacturer approved repairs, (iv) satisfactory\n flight hour and calendar warranty provisions and\n periods, (v) satisfactory test cell performance\n guarantees and performance retention guarantees, and\n (vi) satisfactory provisions for assignment to Lessor.\n\n (b) ADJUSTMENT: The Supplemental Rent Rates, if applicable,\n shall be adjusted after the Delivery Date not more\n frequently than annually (with any such adjustment\n having retrospective application as appropriate to\n reflect the provisions of paragraph (ii) below and the\n amount required to give effect to such retrospective\n application shall be payable by Lessee upon demand by\n Lessor) based on the following:", "source": "agreement_26.md" }, { "id": "989", "text": "(i) ANNUAL SUPPLEMENTAL RENT ADJUSTMENT: upwards by\n the Annual Supplemental Rent Adjustment commencing\n on January 1, 2005 and each annual anniversary\n date thereafter; and\n\n (ii) HOUR TO CYCLE RATIO ADJUSTMENT: Lessor and Lessee\n acknowledge that the Engine Supplemental Rent Rate\n is based upon the assumption that the Aircraft\n will operate on the Assumed Ratio. If that\n assumption proves to be incorrect at any time for\n any period of twelve (12) consecutive months\n during the Term based upon Lessee's actual\n operating experience during such twelve (12)\n months, and in the case of the Assumed Ratio the\n hour to cycle ratio differs from the Assumed Ratio\n by more than 0.1 during such twelve (12) month\n period, (i) Lessor shall have the right, upon\n written notice to Lessee, to adjust the Engine\n Supplemental Rent Rate (in the case of a decrease\n in the ratio below the Assumed Ratio) and (ii)\n Lessor will make that adjustment (in the case of\n an increase in the ratio above the Assumed Ratio)\n in respect of Engine Supplemental Rent payable for\n the next year of the Lease Term. The Engine\n Supplemental Rent Rate shall be adjusted by\n\n 48\n\n\n calculating the actual engine hour to cycle ratio\n for the applicable 12-month period and using that\n to select the corresponding Engine Supplemental\n Rent Adjusted Value adjustment dollar figure from\n the Assumed Ratio Adjustment Table in Schedule 7.\n If actual hour to cycle ratio falls outside the\n specific ratios set forth in the Assumed Ratio\n Adjustment Table in Schedule 7, then the Engine\n Supplemental Rent Adjusted Value shall be\n determined by extrapolating (or interpolating)\n from (or between) the nearest observed values in\n the table.", "source": "agreement_26.md" }, { "id": "990", "text": "(iii) ANNUAL UTILIZATION ADJUSTMENT: Lessor and Lessee\n acknowledge that the Airframe 6C/24,000 Flight\n Hour Block Structural Check Supplemental Rent Rate\n is based upon the assumption that the Airframe\n will operate at the Assumed Annual Utilization. If\n that assumption proves to be incorrect at any time\n for any period of twelve (12) consecutive months\n during the Term based upon Lessee's actual\n operating experience during such twelve (12)\n months, (i) Lessor shall have the right, upon\n written notice to Lessee, to adjust the Airframe\n 6C/24,000 Flight Hour Block Structural Check\n Supplemental Rent Rate (in the case of utilization\n above the Assumed Annual Utilization) and (ii)\n Lessor, upon written request from Lessee, will\n make that adjustment (in the case of an increase\n in the utilization below the Assumed Annual\n Utilization). The Airframe 6C/24,000 Flight Hour\n Block Structural Check Supplemental Rent Rate\n shall be adjusted by calculating the actual\n Airframe utilization for the applicable 12-month\n period and using that to select the corresponding\n Airframe Structural Check Reserve Amount from the\n Assumed Annual Utilization Adjustment Table in\n Schedule 7. If actual utilization falls outside\n the specific values set forth in the Assumed\n Annual Utilization Adjustment Table in Schedule 7,\n then the adjusted value shall be determined by\n extrapolating (or interpolating) from (or between)\n the nearest observed values in the table.", "source": "agreement_26.md" }, { "id": "991", "text": "(c) ADJUSTMENT/ABATEMENT FOR ENGINE EVENT OF LOSS: If\n following an Engine Event of Loss the maintenance status\n for the replacement Engine (pursuant to Clause 8.13(a))\n is such that the Engine LLP Supplemental Rent and Engine\n Supplemental Rent held with respect to the Engine which\n suffered the Engine Event of Loss differs from that\n which corresponds to the maintenance status of such\n replacement Engine, Lessor shall calculate the amount of\n the adjustment to the amounts of Engine LLP Supplemental\n Rent and Engine Supplemental Rent in respect of such\n Engine required so that the amounts then held correspond\n to the status of the replacement Engine. Any adjustment\n which requires an increase in the amounts held as Engine\n LLP Supplemental Rent and the Engine Supplemental Rent\n shall be promptly paid by Lessee to Lessor in cash. Any\n adjustment which\n\n 49\n\n\n requires a decrease in amounts held as Engine LLP\n Supplemental Rent and/or Engine Supplemental Rent shall\n be effected, so long as no Default or Event of Default\n is then in existence by Lessor abating Lessee's payment\n of Engine LLP Supplemental Rent and/or Engine\n Supplemental Rent in respect of such replacement Engine\n until the amounts of Engine LLP Supplemental Rent and/or\n Engine Supplemental Rent correspond to the status of the\n replacement Engine.\n\n (d) LESSOR'S PROPERTY: Lessee acknowledges and agrees that\n Supplemental Rent is additional rent for the leasing of\n the Aircraft and not cash collateral or other collateral\n security for Lessee's maintenance obligations under this\n Agreement. Once paid all Supplemental Rent is the\n property of Lessor, it is not refundable to Lessee under\n any circumstances whatsoever and Lessee has no interest\n therein whatsoever. The foregoing is subject to Lessor's\n obligations under and in accordance with Clause 7.4 or\n 11.1(b) of this Agreement.", "source": "agreement_26.md" }, { "id": "992", "text": "(e) SHORTFALLS. In any case in which the amount paid to\n Lessee by Lessor pursuant to Clause 7.4 is not\n sufficient to pay the cost of such check, overhaul,\n inspection, performance restoration or parts\n replacement, Lessee shall be obliged to and shall meet\n such shortfall from its own resources and shall not\n subsequently be permitted to claim reimbursement of such\n amounts under this Agreement.", "source": "agreement_26.md" }, { "id": "993", "text": "(f) LETTERS OF CREDIT. At Lessee's option and with Lessor's\n agreement Lessee may provide at the Delivery Date and\n annually thereafter during the Lease Term, letters of\n credit issued by a bank acceptable to Lessor, in lieu of\n Supplemental Rent, in respect of Aircraft utilization in\n Flight Hours, Cycles or calendar months as appropriate\n to each maintenance event type. Each letter of credit\n shall have validity of 6 months or until issue of a\n replacement letter of credit (whichever occurs later).\n Payment of the redelivery maintenance adjustments at the\n Redelivery Date by Lessee to Lessor pursuant to Clause\n 12.5 will terminate Lessor's requirement for such\n letters of credit. In addition, each letter of credit\n shall be issued in a form and from a bank acceptable to\n Lessor. The first letter of credit issued at the\n Delivery Date shall be for the amount of Supplemental\n Rent that would accrue for the first 3 months of\n operation with an assumed utilization of 250 Flight\n Hours and 83 Cycles per month and the amount of\n Supplemental Rent that would have accrued on the last\n day of the month prior to the Delivery Date.\n Semi-annually thereafter, the letter of credit shall be\n the amount of Supplemental Rent that would have accrued\n on the last day of the month prior to issue plus that\n which would accrue for the following 3 months of\n operation with an assumed utilization of 250 Flight\n Hours and 83 Cycles per month less any Supplemental Rent\n reimbursement that would have occurred in respect of the\n maintenance events outlined herein to reduce the\n Supplemental Rent balance in respect\n\n 50\n\n\n\n of that maintenance event by the lesser of (a) the\n relevant Supplemental Rent balance and (b) the valid\n invoice in respect of that maintenance event.\n\n 5.5 PAYMENTS:", "source": "agreement_26.md" }, { "id": "994", "text": "5.5 PAYMENTS:\n\n All payments by Lessee to Lessor under this Agreement\n will be made for value on the due date in Dollars and in\n same day funds to the account in the United States as\n Lessor may advise Lessee and Beneficiary in writing.\n\n 5.6 DEFAULT INTEREST:\n\n If Lessee fails to pay any amount payable under this Agreement on\n the due date, Lessee will pay on demand from time to time to Lessor\n interest (both before and after judgment) on that amount, from the\n due date to the date of payment in full by Lessee to Lessor, at the\n Interest Rate. All such interest will be compounded monthly and\n calculated on the basis of the actual number of days elapsed and a\n 360 day year.\n\n 5.7 WITHHOLDING:\n\n (a) All payments by Lessee, or with respect to any obligation of\n Lessee, under or in connection with any of the Transaction\n Documents will be made without setoff or counterclaim, free\n and clear of and without deduction or withholding for or on\n account of any Tax or other amount, except to the extent that\n any such deduction or withholding is required by applicable\n law with respect to any Tax;\n\n (b) if any Tax is required by any applicable law to be deducted or\n withheld from or with respect to any amount payable by Lessee\n or with respect to any obligation of Lessee under any of the\n Transaction Documents to or for the benefit of any Tax\n Indemnitee, Lessee shall:", "source": "agreement_26.md" }, { "id": "995", "text": "(i) unless such Tax is a Lessor Tax, pay such additional\n amount as shall be necessary to enable such Tax\n Indemnitee to receive, after such deduction or\n withholding (including any deduction or withholding with\n respect to such additional amount) and after subtracting\n the net amount of all Taxes (including Lessor Taxes)\n payable by such Tax Indemnitee as a result of such Tax\n Indemnitee's receipt or accrual of such additional\n amount, the amount which such Tax Indemnitee would have\n received if such deduction or withholding had not been\n required;\n\n (ii) pay the amount required to be deducted or withheld to\n the appropriate Government Entity or other taxing\n authority in a timely and proper manner; and\n\n 51\n\n\n (iii) deliver to such Tax Indemnitee, not later than thirty\n (30) days after the date on which such payment is paid,\n an original receipt issued by the relevant Government\n Entity or other taxing authority or other documentation\n reasonably acceptable to such Tax Indemnitee verifying\n that the obligation described in subclause (ii) has been\n timely and properly performed.\n\n 5.8 TAX INDEMNITY:", "source": "agreement_26.md" }, { "id": "996", "text": "Lessee shall pay, and on demand shall indemnify, protect, defend and\n hold harmless each Tax Indemnitee from and against, all Taxes (other\n than any and all Lessor Taxes or any Taxes which Lessee would not be\n responsible for under Clause 14.2(b)) which are imposed upon,\n attributable to, or with respect to, or are required to be paid in\n connection with, or as a result of, any of the payments or\n transactions or activities contemplated in the Transaction Documents\n (regardless of how or when such Taxes are imposed, whether imposed\n upon a Tax Indemnitee, Lessee, the Aircraft or otherwise),\n including, without limitation, Taxes imposed on or with respect to,\n or required to be paid in connection with or as a result of\n (directly or indirectly), any of the following: (i) the Aircraft,\n the Airframe, any Engine or any Part or any interest in any thereof,\n (ii) the purchase, acceptance, delivery, financing, mortgaging,\n registration, re-registration, de-registration, importation,\n exportation, ownership, leasing, subleasing, wet-leasing,\n chartering, presence, management, control, possession, performance,\n use, operation, repair, maintenance, condition, service, overhaul,\n substitution, replacement, pooling, interchange, removal,\n alteration, improvement, modification, refurbishment,\n transportation, landing, storage, redelivery, repossession, sale,\n transfer of title or other disposition of the Aircraft, the\n Airframe, any Engine or any Part or any interest in any thereof, or\n (iii) any Rent, receipts, gains, earnings, income, insurance\n proceeds, or other amounts paid or payable or received or receivable\n with respect to the Aircraft, the Airframe, any Engine or any Part\n or any interest in any thereof or the transactions contemplated in", "source": "agreement_26.md" }, { "id": "997", "text": "with respect to the Aircraft, the Airframe, any Engine or any Part\n or any interest in any thereof or the transactions contemplated in\n the Transaction Documents, or (iv) any of the Transaction Documents\n or any amendment or supplement thereto or the execution, delivery,\n filing, recording, performance or enforcement of any thereof.", "source": "agreement_26.md" }, { "id": "998", "text": "Each Tax Indemnitee shall, at the expense of Lessee, take\n commercially reasonable actions with a view toward mitigating any\n event or circumstance which would give rise to or result in a claim\n for indemnification pursuant to this Clause 5.8 or a withholding Tax\n pursuant to Clause 5.7; provided, however, nothing herein shall\n require any Tax Indemnitees to take any action which it shall have\n determined, in its sole discretion exercised in good faith, may\n result in a material economic, legal or regulatory disadvantage to\n such Tax Indemnitee.\n\n 5.9 SALES TAX:\n\n 52\n\n\n All amounts payable by Lessee, or with respect to any obligation of\n Lessee, under this Agreement and the other Transaction Documents,\n are exclusive of any Sales Tax. If any Sales Tax is required by any\n applicable law to be paid with respect to any of the transactions,\n activities or payments contemplated in any of the Transaction\n Documents, Lessee shall (i) pay such Sales Tax to the appropriate\n Government Entity or other taxing authority in a timely and proper\n manner, and indemnify each Tax Indemnitee from and against such\n Sales Tax, in accordance with the provisions of this Clause 5, and\n (ii) deliver to Lessor, not later than thirty (30) days after the\n date on which such Sales Tax is due, an original receipt issued by\n the relevant Government Entity or other taxing authority or other\n documentation reasonably acceptable to such Tax Indemnitee verifying\n that the obligation described in subclause (i) has been properly\n performed.\n\n 5.10 VALUE ADDED TAX:\n\n (a) For the purposes of this Clause 5:\n\n (i) VAT means value added tax and any goods and services,\n sales or turnover tax, imposition or levy of a like\n nature; and", "source": "agreement_26.md" }, { "id": "999", "text": "(i) VAT means value added tax and any goods and services,\n sales or turnover tax, imposition or levy of a like\n nature; and\n\n (ii) SUPPLY includes anything on or in respect of which VAT\n is chargeable;\n\n (b) Lessee shall pay to Lessor or the relevant taxing authority,\n as the case may be, the amount of any VAT chargeable in\n respect of any supply for VAT purposes under this Agreement in\n a timely and proper manner; and\n\n (c) Each amount stated as payable by Lessee under this Agreement\n is exclusive of VAT (if any), and if VAT is payable in respect\n of any amount as aforesaid, Lessee shall pay all such VAT and\n shall indemnify Lessor against any claims for the same (and\n where appropriate Lessee shall increase the payments which\n would otherwise be required to be made hereunder so that\n Lessor is left in the same position as it would have been in\n had no VAT been payable); and Lessee shall provide evidence to\n Lessor, if available, in respect of payment of any such VAT.\n\n 5.11 PAYMENTS; TAX REPORTS; INFORMATION:", "source": "agreement_26.md" }, { "id": "1000", "text": "5.11 PAYMENTS; TAX REPORTS; INFORMATION:\n\n (a) PAYMENTS: Lessee shall pay each Indemnified Tax (as defined in\n Clause 5.11(b)) in a timely and proper manner directly to the\n relevant taxing authority, to the extent that direct payment\n by Lessee is permitted by applicable law, and shall deliver to\n the Tax Indemnitee for the account of which Lessee paid such\n Tax the original (or a certified copy of an) official receipt\n for Lessee's payment of such Tax (if obtainable by Lessee) or\n such other documentary evidence of Lessee's payment of such\n Tax as is reasonably acceptable to such Tax Indemnitee. Any\n additional amount payable by Lessee directly to any Tax\n Indemnitee pursuant to Clause 5.7\n\n 53\n\n\n shall be paid together with the payment to which such\n additional amount relates. Any amount payable by Lessee\n directly to any Tax Indemnitee pursuant to Clause 5.8, 5.9 or\n 5.10 shall be paid in immediately available funds within ten\n (10) days after Lessee receives such Tax Indemnitee's written\n demand therefor. Any claim for payment pursuant hereto shall\n be made by Lessor or the relevant Tax Indemnitee in writing,\n accompanied by a certificate of an officer of such Tax\n Indemnitee setting forth in reasonable detail the amount and\n method of calculation of the payment so demanded.", "source": "agreement_26.md" }, { "id": "1001", "text": "(b) REPORTS: If any report, return, certification, statement or\n other document (a \"Tax Document\") is required to be filed by\n any Tax Indemnitee with respect to any Tax for which Lessee is\n required to indemnify such Tax Indemnitee pursuant to this\n Clause 5 (an \"Indemnified Tax\"), Lessee shall promptly notify\n such Tax Indemnitee of such requirement and:\n\n (i) if permitted by applicable law, prepare and file such\n Tax Document in a timely and proper manner (except for\n any such Tax Document which such Tax Indemnitee notifies\n Lessee that such Tax Indemnitee intends to prepare and\n file) and deliver a copy of such Tax Document to such\n Tax Indemnitee, provided that such Tax Indemnitee\n delivers to Lessee, at Lessee's timely written request\n and expense, such information within such Tax\n Indemnitee's reasonable control as Lessee may reasonably\n request and as may be reasonably necessary for Lessee to\n prepare such Tax Document; or\n\n (ii) if Lessee is not permitted by applicable law to file\n such Tax Document, Lessee shall prepare and deliver to\n such Tax Indemnitee a proposed form of such Tax Document\n within a reasonable time prior to the time such Tax\n Document is required to be filed;", "source": "agreement_26.md" }, { "id": "1002", "text": "(c) INFORMATION: Lessee shall furnish to each Tax Indemnitee,\n promptly after receipt of such Tax Indemnitee's written\n request therefor, such documents and other information as such\n Tax Indemnitee may reasonably request to enable such Tax\n Indemnitee to comply with its Tax reporting, payment, audit\n and litigation requirements relating to such Tax Indemnitee's\n participation in the transactions contemplated in the\n Transaction Documents. Each of Lessor and Beneficiary shall\n furnish to Lessee such information maintained in the regular\n course of its business as is (i) reasonably requested by\n Lessee in writing, (ii) reasonably necessary to enable Lessee\n to comply with its Tax reporting, payment, audit and\n litigation requirements relating to the transactions\n contemplated in the Transaction Documents, and (iii) not\n otherwise available to Lessee; provided that Lessor shall not\n be required to furnish or disclose to Lessee\n\n 54\n\n\n or any other Person any Tax return or other document relating\n to the tax affairs of Lessor or any of its Affiliates; and", "source": "agreement_26.md" }, { "id": "1003", "text": "(d) REFUNDS; TAX SAVINGS: If and to the extent that a Tax\n Indemnitee (x) receives a refund (in cash or as an offset\n against any liability for a Lessor Tax) of any Indemnified Tax\n previously paid by Lessee or for which Lessee previously paid\n an indemnity to a Tax Indemnitee pursuant to Clause 5.7, 5.8,\n 5.9 or 5.10 (a \"Refund\"), or (y) actually realizes a reduction\n in its liability for any Lessor Tax as a result of any\n deduction, Tax credit or other Tax benefit for any Indemnified\n Tax paid by Lessee or for which Lessee previously paid an\n indemnity to a Tax Indemnitee pursuant to Clause 5.7, 5.8, 5.9\n or 5.10 (a \"Tax Saving\"), such Tax Indemnitee shall pay to\n Lessee, the amount of such actual Refund or Tax Saving minus\n the net amount of all Taxes payable by such Tax Indemnitee\n with respect to the receipt or accrual of such Refund or Tax\n Saving and minus all costs and expenses incurred by such Tax\n Indemnitee with respect to claiming and obtaining such Refund\n or Tax Savings, provided, however, that if a Default or an\n Event of Default exists and is continuing, such Tax Indemnitee\n may hold the amount then due to Lessee under this Clause\n 5.11(d) until such Default or Event of Default ceases to\n exist, and provided, further, that in no event shall such\n payment exceed (i) the amount of all prior payments by Lessee\n to such Tax Indemnitee under Clause 5.7, 5.8, 5.9 or 5.10", "source": "agreement_26.md" }, { "id": "1004", "text": "to such Tax Indemnitee under Clause 5.7, 5.8, 5.9 or 5.10\n minus (ii) the amount of all prior payments by such Tax\n Indemnitee pursuant to this Clause 5.11(d), but any such\n excess shall be carried forward and applied as a credit to\n reduce any future indemnity liability of Lessee under Clause\n 5.7, 5.8, 5.9 or 5.10. If a Tax Indemnitee pays Lessee any\n amount under this Clause 5.11(d) and if and to the extent that\n it is subsequently determined by the taxing authority having\n jurisdiction that such Tax Indemnitee was not entitled to the\n Tax Saving or Refund for which such Tax Indemnitee made such\n payment to Lessee, such determination shall be treated as the\n imposition of a Tax for which Lessee is obligated to indemnify\n such Tax Indemnitee pursuant to the provisions of Clause 5.8,\n without regard to the exclusion of Lessor Taxes in Clause 5.8.", "source": "agreement_26.md" }, { "id": "1005", "text": "5.12 CONTEST OF CLAIM FOR TAX\n\n (a) If a claim shall be made for or in respect of any Tax\n (including withholding Taxes) for which the Lessee is\n obligated pursuant to Clauses 5.7, 5.8, 5.9 or 5.10, to\n indemnify such Tax Indemnitee (a \"Tax Claim\"), such Tax\n Indemnitee shall give Lessee written notice of such Tax Claim\n as soon as reasonably practicable, provided that any failure\n of such Tax Indemnitee to give such notice or any delay by\n such Tax Indemnitee in giving such notice shall not affect the\n obligations of Lessee under this Clause 5 unless, and only to\n the extent that, the failure to promptly provide such notice\n results in (A) a material increase in the amount which Lessee\n\n 55", "source": "agreement_26.md" }, { "id": "1006", "text": "55\n\n\n is required to indemnify, (B) material additional obligations\n for Lessee in defending against such Tax Claim or (C)\n precluding or materially prejudicing Lessee's right to defend\n any such Tax Claim. If Lessee delivers to such Tax Indemnitee\n within thirty days after the date of receipt of such Tax\n Indemnitee's notice, a written request that such Tax\n Indemnitee contest such Tax Claim (or, in the case of a Lessee\n Controlled Contest, permit Lessee to contest such Tax Claim)\n and if (and only so long as) the conditions described in\n clause 5.12(b) are satisfied, such Tax Indemnitee shall, in\n good faith and at Lessee's expense, contest (or, in the case\n of a Lessee Controlled Contest, permit Lessee to contest if\n permitted by applicable law) the validity, applicability or\n amount (as the case may be) of the Taxes that are the subject\n of such Tax Claim by (x) resisting payment thereof, (y) not\n paying such Taxes except under protest if protest is necessary\n and proper, or (z) if payment is made, using reasonable\n efforts to obtain a refund thereof in administrative and/or\n judicial proceedings permitted by applicable law (including\n all appeals, other than, as appellant, an appeal or petition\n to the United States Supreme Court or the equivalent court of\n any other jurisdiction).", "source": "agreement_26.md" }, { "id": "1007", "text": "(b) CONDITIONS: A Tax Indemnitee's obligation under Clause 5.12(a)\n with respect to any Tax Claim is subject to the satisfaction\n of the following conditions at the time the contest is\n requested and at all times while the contest (if any) is\n continuing: (i) no Default described in Clause 13.1(a) or (g)\n or Event of Default shall have occurred and be continuing,\n (ii) the amount of the Tax Claim (plus, if the Tax that is the\n subject of the Tax Claim is a recurring Tax, the aggregate\n amount of all similar Tax Claims with respect to all\n subsequent tax periods during the remainder of the Term) shall\n exceed the Tax Contest Threshold, (iii) if requested by such\n Tax Indemnitee, such Tax Indemnitee shall have received (at\n Lessee's expense) from independent tax counsel selected by\n Lessee and reasonably acceptable to such Tax Indemnitee a\n written opinion that there is a realistic expectation that\n such contest will be successful, (iv) Lessee shall have agreed\n to pay, and shall be paying, on demand and on an After-Tax\n Basis, all reasonable costs and expenses incurred by such Tax\n Indemnitee in connection with the contest of such Tax Claim,\n (v) if the contest is to be conducted in a manner requiring\n payment of the Tax Claim, Lessee shall have advanced to such\n Tax Indemnitee, without interest, the amount of the Tax Claim\n and shall have agreed to indemnify such Tax Indemnitee on an\n After-Tax Basis for any adverse Tax consequences of such\n interest-free advance, (vi) Lessee shall have agreed in\n writing that the Taxes that are the subject of the Tax Claim\n are Indemnified Taxes, except to the extent that the final\n determination of such contest demonstrates that such Taxes are", "source": "agreement_26.md" }, { "id": "1008", "text": "are Indemnified Taxes, except to the extent that the final\n determination of such contest demonstrates that such Taxes are\n Lessor Taxes and (vii) Lessor shall have determined in good\n faith that the action to be taken will not result in any risk\n of criminal penalty or any material risk of sale, forfeiture\n or loss of, or the creation of any Lien (other than a\n Permitted Lien) on, the Aircraft.", "source": "agreement_26.md" }, { "id": "1009", "text": "56", "source": "agreement_26.md" }, { "id": "1010", "text": "(c) LESSEE CONTROLLED CONTESTS: For the purposes of this Clause 5,\n the words \"Lessee Controlled Contest\" means a contest pursuant\n to this Clause 5.12 involving only Indemnified Taxes, provided\n that (i) such contest may be conducted under applicable law in\n the name of Lessee and participation by a Tax Indemnitee in\n the contest is not required, (ii) no tax return of a Tax\n Indemnitee is held open with respect to which such Tax\n Indemnitee may reasonably be considered to have an actual or\n potential liability for Taxes that are not Indemnified Taxes,\n and (iii) no Tax Indemnitee shall then be contesting the same\n Tax in the same jurisdiction. Lessee shall, at its expense,\n conduct and control any Lessee Controlled Contest and, in the\n case of any contest involving a claim for one or more\n Indemnified Taxes and a claim for one or more Lessor Taxes,\n conduct and control such contest to the extent that it relates\n to claims for Indemnified Taxes, but only to the extent that\n the contest of the claims for Indemnified Taxes may be and are\n severed from the contest of claims for Lessor Taxes (and\n Lessor shall, at the request and expense of Lessee, use\n reasonable efforts in good faith to obtain such severance),\n provided, however, that in no event shall the Lessee be\n permitted, or a Tax Indemnitee be required, to take any action\n pursuant to this Clause 5.12 unless (and only so long as) the\n conditions described in clause 5.12(b) are satisfied. With\n respect to any contest conducted by the Lessee, the Lessee\n shall retain control over such contest but shall consult in\n good faith with Lessor and shall consider in good faith", "source": "agreement_26.md" }, { "id": "1011", "text": "shall retain control over such contest but shall consult in\n good faith with Lessor and shall consider in good faith\n reasonable requests of Lessor including reasonable requests to\n participate in such contest.", "source": "agreement_26.md" }, { "id": "1012", "text": "(d) TAX INDEMNITEE CONTROLLED CONTESTS: The affected Tax\n Indemnitee shall, at the expense of Lessee, conduct and\n control any contest (other than a Lessee Controlled Contest)\n of a Tax Claim pursuant to this Clause 5.12, provided,\n however, that in no event shall the Tax Indemnitee be required\n to commence or continue any contest pursuant to this Clause\n 5.12 unless (and only so long as) the conditions described in\n clause 5.12(b) are satisfied. With respect to any contest\n conducted by the a Tax Indemnitee, the Tax Indemnitee shall\n have sole control over such contest (including choice of\n forum) but shall consult in good faith with Lessee and shall\n consider in good faith reasonable requests of Lessee including\n reasonable requests to participate in such contest.\n\n (e) No Tax Indemnitee shall settle or compromise any Tax Claim or\n contest proceeding or (except as permitted by Clause 5.12(a))\n refrain from appealing any adverse determination with respect\n thereto without the prior written consent of Lessee, provided\n that a Tax Indemnitee may in its sole discretion\n unconditionally waive in writing its right to the\n indemnification provided for in Clause 5.8 with respect to any\n Tax Claim and refrain from contesting, or continuing the\n contest of, such claim, in which event:\n\n 57\n\n\n (i) Lessee shall have no liability to such Tax Indemnitee\n with respect to such Tax Claim (and, if the Indemnified\n Tax that is the subject of such Tax Claim is a recurring\n Tax, with respect to any corresponding claim with\n respect to any other taxable period if and to the extent\n that such failure to contest causes the contest of such\n corresponding claim to be precluded), and", "source": "agreement_26.md" }, { "id": "1013", "text": "(ii) the Tax Indemnitee shall refund to Lessee any amounts\n theretofore paid or advanced by Lessee with respect to\n such Indemnified Tax, excluding all contest costs\n described in Clause 5.12(b)(iv) above.\n\n (f) Upon a final determination of a contest pursuant to this\n Clause 5.12:\n\n (i) if the amount of the indemnity payable by Lessee\n pursuant to this Clause 5 with respect to the contested\n Tax Claim exceeds the amount (if any) advanced by Lessee\n to the Tax Indemnitee pursuant to Clause 5.12(b)(v),\n Lessee shall pay to the Tax Indemnitee the amount of\n such excess not later than thirty (30) days after the\n day on which Lessee receives the Tax Indemnitee's\n written demand for the indemnity payable by the Lessee\n after the date of such final determination; or\n\n (ii) if the amount (if any) of the advance made by Lessee to\n the Tax Indemnitee pursuant to Clause 5.12(b)(v) exceeds\n the amount of the indemnity payable by Lessee to the Tax\n Indemnitee pursuant to this Clause 5 with respect to the\n contested Tax Claim, the Tax Indemnitee shall pay to\n Lessee the amount of such excess not later than thirty\n (30) days after the date on which the Lessor receives\n the Lessee's written demand therefor after the date of\n such final determination.\n\n 5.13 INDEMNITIES TO BE PAID ON AN AFTER-TAX BASIS/SURVIVAL:\n\n Any indemnity or other amount payable by Lessee pursuant to Clause\n 5.7, 5.8, 5.9 or 5.10 shall be paid on an After-Tax Basis.", "source": "agreement_26.md" }, { "id": "1014", "text": "All the obligations and liabilities of Lessee under this Clause 5\n shall survive and remain in full force and effect, notwithstanding\n the expiration or earlier termination or cancellation of this\n Agreement and the return of the Aircraft to Lessor, until all such\n obligations have been fully performed and all such liabilities have\n been paid in full.\n\n 5.14 ABSOLUTE OBLIGATIONS:\n\n This Agreement is a net lease. Lessee's payment and other\n obligations under this Agreement are absolute and unconditional\n irrespective of any contingency whatsoever including (but not\n limited to):\n\n 58\n\n\n (a) any right of setoff, counterclaim, recoupment, defense or\n other right which either party to this Agreement may have\n against the other, or which Lessee may have against the\n Manufacturer or any other Person for any reason whatsoever;\n\n (b) any unavailability of the Aircraft for any reason (other than\n Lessor's failure to properly tender delivery of the Aircraft\n in accordance with this Agreement), including, but not limited\n to, a requisition of the Aircraft or any prohibition or\n interruption of or interference with or other restriction\n against Lessee's use, operation or possession of the Aircraft;\n\n (c) any lack or invalidity of title or any other defect in title,\n airworthiness, merchantability, fitness for any purpose,\n condition, design, or operation of any kind or nature of the\n Aircraft for any particular use or trade, or for registration\n or documentation under the laws of any relevant jurisdiction,\n or any Event of Loss in respect of or any damage to the\n Aircraft occurring after Delivery;\n\n (d) any insolvency, bankruptcy, reorganization, arrangement,\n readjustment of debt, dissolution, liquidation or similar\n proceedings by or against Lessor or Lessee;", "source": "agreement_26.md" }, { "id": "1015", "text": "(e) any invalidity or unenforceability or lack of due\n authorization of, or other defect in, this Agreement or any\n other Transaction Document; and\n\n (f) any other cause which but for this provision would or might\n otherwise have the effect of terminating or in any way\n affecting any obligation of Lessee under this Agreement.\n\n Nothing in this Clause 5.14 will be construed so as to limit\n Lessee's right to institute separate legal proceedings or otherwise\n independently pursue any claim against Lessor or any other Person in\n the event of a breach of Clause 7.1 or to otherwise limit Lessee's\n rights and remedies to pursue in a court of law any claim it may\n have against Lessor or any other Person.\n\n 5.15 SECURITY:\n\n (a) To the fullest extent permitted by law and by way of\n continuing security, Lessee grants a security interest in the\n Security Deposit and all rights of Lessee to payment thereof,\n the debt represented thereby and/or any and all interest of\n Lessee therein to Lessor by way of first priority possessory\n security interest as security for Lessee's obligations under\n this Agreement and the Other Transaction Documents (the\n \"Secured Liabilities\"). Except as expressly permitted or\n required under this Agreement, including without limitation as\n set forth in Clauses 4.4 and 7.2 hereof, Lessee will not be\n entitled to repayment of the Security Deposit. Lessee will not\n assign, transfer or otherwise dispose of all or part of its\n rights in the\n\n 59\n\n\n Security Deposit and Lessee agrees that it will enter into any\n additional documents and instruments necessary or reasonably\n requested by Lessor to evidence, create or perfect Lessor's\n Security Interest in and to the Security Deposit;", "source": "agreement_26.md" }, { "id": "1016", "text": "(b) If Lessee fails to comply with any provision of this Agreement\n or any Event of Default has occurred and is continuing, Lessor\n may immediately or at any time thereafter, without prior\n notice to Lessee:\n\n (i) setoff all or any part of the Secured Liabilities\n against the liabilities of Lessor in respect of the\n Security Deposit; and/or\n\n (ii) apply or appropriate the Security Deposit in or towards\n the payment or discharge of the Secured Liabilities in\n such order as Lessor sees fit; and/or\n\n (iii) exercise any other remedy or right available under\n applicable law.\n\n (c) If Lessor has exercised the setoff described in subclause (b)\n above, Lessee shall, following a demand in writing from\n Lessor, promptly restore the Security Deposit to the level at\n which they stood immediately prior to such setoff.\n\n 5.16 CURRENCY INDEMNITY:\n\n (a) Except for Losses suffered or incurred by Lessor and in\n respect of which Lessee has an obligation to indemnify Lessor\n hereunder, which shall be payable by Lessee to Lessor in the\n currency and in the amount in which such Loss is suffered or\n incurred, all amounts payable to Lessor under this Agreement\n shall be payable in Dollars in New York and payment in Dollars\n in New York is of the essence.\n\n (b) If Lessor receives an amount in respect of Lessee's liability\n under this Agreement or if such liability is converted into a\n claim, proof, judgment or order in a currency other than the\n currency (the \"contractual currency\") in which the amount is\n expressed to be payable under this Agreement:\n\n (i) Lessee will indemnify Lessor, on an After-Tax Basis, as\n an independent obligation against any loss arising out\n of or as a result of such conversion;", "source": "agreement_26.md" }, { "id": "1017", "text": "(ii) if the amount received by Lessor, when converted into\n the contractual currency (at the market rate at which\n Lessor is able on the relevant date to purchase the\n contractual currency in London or at its option New York\n with that other currency), is less than the amount owed\n in the contractual currency, Lessee will, forthwith on\n\n 60\n\n\n demand, pay to Lessor an amount in the contractual\n currency equal to the deficit; and\n\n (iii) Lessee will pay to Lessor on demand any exchange costs\n and Taxes (other than Lessor Taxes) payable in\n connection with the conversion;\n\n (c) Lessee waives any right it may have in any jurisdiction to pay\n any amount under this Agreement in a currency other than that\n in which it is expressed to be payable.\n\n 5.17 SETOFF:\n\n Lessor may set off any matured obligation owed by Lessee under this\n Agreement or the Other Agreements against any obligation owed by\n Lessor to Lessee, regardless of the place of payment or currency. If\n the obligations are in different currencies, Lessor may convert\n either obligation at the market rate of exchange available in London\n or at its option New York for the purpose of the setoff.\n\n6. MANUFACTURER'S WARRANTIES", "source": "agreement_26.md" }, { "id": "1018", "text": "6. MANUFACTURER'S WARRANTIES\n\n (a) So long as no Event of Default has occurred which is\n continuing, with effect from Delivery, Lessor assigns to\n Lessee, and authorizes Lessee to exercise such rights as\n Lessor may have under any warranty with respect to the\n Aircraft, any Engine or any Part made by any manufacturer,\n vendor, sub-contractor or supplier (including compensation for\n loss of use of the Aircraft) to the extent that the same may\n be assigned or otherwise made available to Lessee. In\n furtherance of the foregoing, Lessor shall take such actions,\n at Lessee's cost and expense, as Lessee may reasonably request\n to make such warranties available to Lessee. Manufacturer\n shall deliver its consent to the assignment of any such\n warranties upon Delivery of the Aircraft. Lessee will give\n Lessor prompt written notice of any warranty claim in excess\n of the Warranty Claim Notification Threshold which is settled\n with Lessee on the basis of a cash payment other than\n reimbursements for work performed directly by Lessee;\n\n (b) If any Default has occurred and is continuing, Lessor may:\n\n (i) retain for its own account any such proceeds previously\n paid to Lessor which would have been remitted to Lessee\n under this Clause 6 in the absence of such Default; and\n\n (ii) cause any proceeds of any pending claims to be paid to\n Lessor, rather than Lessee;\n\n until Lessee shall have cured any such Default whereupon\n Lessor shall pay any such proceeds which have not otherwise\n been applied to Lessee.\n\n 61", "source": "agreement_26.md" }, { "id": "1019", "text": "61\n\n\n (c) On the Final Expiry Date, all rights held by Lessee derived\n from any warranties referenced in this Clause 6 (other than in\n respect of claims pending or discovered (provided the claim is\n filed promptly after the Final Expiry Date) as of the Final\n Expiry Date) shall immediately revert to Lessor, without any\n further act or deed by any Person; provided, however, Lessee\n shall nonetheless take such actions, at Lessee's cost and\n expense, as Lessor may reasonably request to ensure that all\n such rights are made available to Lessor; and\n\n (d) Notwithstanding anything to the contrary set forth above in\n this Clause 6 or elsewhere in this Agreement, nothing in this\n Clause 6 shall be deemed to impose any liability or obligation\n on Lessor to transfer, assign or otherwise make available to\n Lessee any rights with respect to any warranties other than\n such rights, if any, as may have been transferred, assigned or\n otherwise made available to Lessor.\n\n7. LESSOR'S COVENANTS\n\n 7.1 QUIET ENJOYMENT:", "source": "agreement_26.md" }, { "id": "1020", "text": "7. LESSOR'S COVENANTS\n\n 7.1 QUIET ENJOYMENT:\n\n Provided no Event of Default has occurred and is continuing, neither\n Lessor nor any Person claiming through or under Lessor (excluding a\n Person claiming through Lessor with respect to any Losses, Taxes or\n other liability for which Lessee is obligated to indemnify Lessor\n under this Agreement or for which Lessee is otherwise responsible\n under this Agreement) will disturb the quiet use, possession and\n enjoyment of the Aircraft by Lessee in accordance with the terms of\n this Agreement; but the proper exercise by Lessor of its rights\n under or in connection with this Agreement will not constitute such\n a disturbance. The foregoing covenant is given by Lessor in lieu of\n the rights of Lessee arising under, and Lessee hereby waives and\n disclaims any and all rights arising under, Section 2A-211 of the\n UCC. Lessee agrees that its only right with respect to a default by\n Lessor under this Agreement, including a breach of the foregoing\n covenant, is to make a claim against Lessor for actual damages\n resulting directly therefrom and in any event subject to Clause 16.3\n hereof.\n\n 7.2 LESSOR OBLIGATIONS FOLLOWING FINAL EXPIRY DATE:", "source": "agreement_26.md" }, { "id": "1021", "text": "7.2 LESSOR OBLIGATIONS FOLLOWING FINAL EXPIRY DATE:\n\n Within thirty (30) days following the Final Expiry Date, or such\n later time as Lessee has paid to Lessor all amounts which may then\n be due and payable under this Agreement and/or the Other Agreements,\n so long as no Default or Event of Default has occurred and is\n continuing, Lessor will pay to Lessee an amount (the \"Relevant Cash\n Amount\") equal to the amount (if any) of the Security Deposit then\n held and not applied by Lessor pursuant to Clauses 5.15 or 13.2,\n together with Interest (as defined below). Should a Default or Event\n of Default have occurred and be then continuing, Lessor shall retain\n the Relevant Cash Amount, may apply the same in full or partial\n satisfaction of any such Default or Event of\n\n 62\n\n\n Default and shall return such Relevant Cash Amount to Lessee less\n any amount so applied promptly after such Default or Event of\n Default ceases to exist.\n\n For the purposes of this Clause 7.2, \"Interest\" means interest at\n the rate of six-month Dollar LIBID on an amount equal to the\n Relevant Cash Amount for a period equal to the period during which\n such amount was held by Lessor (net of any and all Taxes).\n\n 7.3 UNAPPLIED SUPPLEMENTAL RENT:", "source": "agreement_26.md" }, { "id": "1022", "text": "7.3 UNAPPLIED SUPPLEMENTAL RENT:\n\n So long as no Default or Event of Default has then occurred and is\n continuing, on the Final Expiry Date Lessor shall pay to Lessee an\n amount equal to the Unused Supplemental Rent minus the Landing Gear\n Supplemental Rent. Should a Default or Event of Default have\n occurred and be then continuing, Lessor shall retain the amounts\n otherwise payable to Lessee under this Clause 7.3 until such time as\n such Default or Event of Default shall have ceased to exist\n whereupon it shall promptly pay to Lessee such amounts less any\n amount thereof applied in full or partial cure of such Default or\n Event of Default.\n\n 7.4 MAINTENANCE CONTRIBUTIONS:\n\n (a) Provided no Default has occurred and is continuing, Lessor\n will pay (as a separate and independent obligation and not as\n a return of Supplemental Rent) the following amounts to the\n relevant Agreed Maintenance Performer (or to Lessee, shall\n Lessor have received evidence of payment of the relevant\n Agreed Maintenance Performer), up to the amount owing to it\n (with any remaining balance to be paid to Lessee), by way of\n contribution to the cost of maintenance of the Aircraft\n performed by any Agreed Maintenance Performer:\n\n (i) AIRFRAME: With respect to the Airframe, the completion,\n in accordance with this Agreement, of the Airframe\n 6C/24,000 Hour Block Structural Check, an amount equal\n to the aggregate amount of the Airframe 6C/24,000 Hour\n Block Supplemental Rent actually paid by Lessee at the\n date such work starts less the aggregate amount\n previously paid by Lessor under this sub-clause;", "source": "agreement_26.md" }, { "id": "1023", "text": "(ii) ENGINE LIFE-LIMITED PARTS: With respect to Life-Limited\n Parts within any Engine, the replacement, in accordance\n with this Agreement, of those Parts, the lesser of (x)\n the amount of that invoice and (y) an amount equal to\n the aggregate amount of the Engine LLP Supplemental Rent\n actually paid in respect of that Engine paid by Lessee\n at the date such work starts less the aggregate amount\n previously paid in respect of that Engine by Lessor\n under this sub-clause;\n\n 63\n\n\n (iii) ENGINE PERFORMANCE RESTORATION: With respect to any\n Engine, the performance, in accordance with this\n Agreement, of Engine Performance Restoration in respect\n of that Engine, an amount equal to the aggregate amount\n of the Engine Supplemental Rent actually paid by Lessee\n in respect of that Engine at the date such work starts\n less the aggregate amount previously paid in respect of\n that Engine by Lessor under this sub-clause;\n\n (iv) APU PERFORMANCE RESTORATION: With respect to the APU,\n the performance, in accordance with this Agreement, of\n all APU Performance Restoration shop visits, an amount\n equal to the aggregate amount of the APU Supplemental\n Rent actually paid by Lessee at the date such work\n starts less the aggregate amount previously paid by\n Lessor under this sub-clause; and\n\n (v) LANDING GEAR: With respect to the Landing Gear, the\n performance in accordance with this Agreement, of all\n work on the Landing Gear in the nature of overhaul and\n requiring removal and disassembly, an amount equal to\n the aggregate amount of the Landing Gear Supplemental\n Rent actually paid by Lessee at the date such work\n starts less the aggregate amount previously paid by\n Lessor under this sub-clause.\n\n 7.5 CLAIMS FOR REIMBURSEMENT:", "source": "agreement_26.md" }, { "id": "1024", "text": "7.5 CLAIMS FOR REIMBURSEMENT:\n\n Lessee shall promptly submit to Lessor invoices with customary\n detail for labor and materials for all maintenance for which\n reimbursement is sought under Clause 7.4. Lessor shall, subject as\n provided below, pay to Lessee all amounts reimbursable hereunder\n within thirty (30) days of actual receipt of (i) an invoice for the\n relevant work, (ii) evidence of payment thereof and (iii) the agreed\n workscope maintenance plans, the final report and such other\n supporting documentation as typically provided by the Agreed\n Maintenance Performer, in each case reasonably satisfactory to\n Lessor, evidencing the performance of such maintenance.\n Notwithstanding the above Lessor and Lessee may agree a mutually\n satisfactory mechanism for the acceptance by Lessor of preliminary\n invoices. If within ten (10) days following the expiry of such\n thirty (30) day period referred to above, Lessor has not provided a\n detailed and reasoned explanation to Lessee as to why it is not\n satisfied with such invoices and supporting documentation, Lessor\n shall be deemed to be so satisfied for the purposes of this Clause\n 7.5; provided however that no reimbursement shall be made in respect\n of (i) components unless they are scheduled to be overhauled at that\n check and their lives are fully restored (and if this is not the\n case, a pro-rating payment adjustment will be made in respect of\n overhauls or replacements that are made before the relevant\n component scheduled life limit); (ii) any maintenance resulting from\n design faults or damage covered by warranty or caused by accidental\n damage, foreign objects, faulty maintenance, operational mishandling\n (unless the same shall result in a full\n\n 64", "source": "agreement_26.md" }, { "id": "1025", "text": "64\n\n\n restoration) or line related quick engine change (QEC) kit\n maintenance (unless such maintenance is carried out at a different\n facility to the relevant Airframe check) or line replacement unit\n component maintenance; (iii) any cost items which are the costs of\n removal, reinstallation, transportation or are exchange, handling or\n similar costs or charges; (iv) any cost which is in excess of the\n relevant manufacturer's list price for the relevant parts or\n maintenance work; or (v) any maintenance, overhaul, renewal,\n replacement or repair which may be reimbursable out of any insurance\n claim (assuming, for these purposes, that no deductibles applied to\n the relevant insurances).\n\n Any overhaul, performance restoration or other work performed by\n Lessee or by any Affiliate of Lessee shall be invoiced at Lessee's\n or such Affiliate's standard rate in respect of performing such work\n (which shall be no higher than the standard rate then prevailing in\n the United States aviation industry in respect of performing such\n work).\n\n8. LESSEE'S COVENANTS\n\n 8.1 DURATION:\n\n The undertakings in this Clause and in Clause 12 will:\n\n (a) except as otherwise stated, be performed at the expense of\n Lessee; and\n\n (b) remain in force until the Final Expiry Date in accordance with\n this Agreement and thereafter to the extent of any accrued\n rights of Lessor in relation to those undertakings.\n\n 8.2 INFORMATION:\n\n Lessee will:\n\n (a) notify Lessor promptly of the occurrence of any Event of Loss\n and of any Default or any other event which reasonably may be\n expected to have a materially adverse effect on Lessee's\n ability to perform any of its obligations under this\n Agreement;\n\n (b) furnish to Lessor:", "source": "agreement_26.md" }, { "id": "1026", "text": "(b) furnish to Lessor:\n\n (i) as soon as available but not in any event later than 90\n days after the last day of each fiscal quarter of\n Lessee, the consolidated financial statements of Lessee\n as soon as they are available (and comprising a balance\n sheet, a profit and loss statement and a statement of\n cash flows) prepared for the most recent previous\n financial quarter certified by a duly authorized\n financial officer of Lessee as being true and correct,\n each prepared in accordance with GAAP;\n\n 65\n\n\n (ii) as soon as available but in no event later than 120 days\n after the last day of each financial year of Lessee, its\n audited consolidated balance sheet as of such day and\n its audited consolidated profit and loss statement and\n audited consolidated statement of cash flows for the\n year ending on such day (each prepared in accordance\n with GAAP); and\n\n (iii) on request from time to time, such other information\n regarding Lessee as Lessor may reasonably request;\n\n (c) without duplication of the information contained in the\n monthly reports furnished pursuant to Clause 8.2(e) below,\n promptly furnish to Lessor all information Lessor from time to\n time reasonably requests regarding the Aircraft, any Engine or\n any Part, its use, location and condition including, without\n limitation, the hours available on the Aircraft and any Engine\n until the next scheduled Major Check, or Engine overhaul or\n shop visit, as the case may be;\n\n (d) on request by Lessor from time to time, furnish to Lessor\n evidence reasonably satisfactory to Lessor that all Taxes and\n charges incurred by Lessee with respect to the Aircraft,\n including without limitation all payments due to the relevant\n air traffic control authorities, have been paid and discharged\n in full;", "source": "agreement_26.md" }, { "id": "1027", "text": "(e) within ten days following the end of each calendar month\n during the Term, provide Lessor with a monthly report on the\n Aircraft and each Engine substantially in the form of Schedule\n 6 or in such other form as Lessor may reasonably request from\n time to time with respect to such calendar month (or portion\n thereof falling within the Term);\n\n (f) without duplication of information or reporting provided under\n paragraph (e) above, give Lessor not less than 30 days' prior\n written notice as to the time and location of all Major\n Checks;\n\n (g) without duplication of information or reporting provided under\n paragraph (e) above, notify Lessor, promptly, of the removal\n of any Engine for the purpose of Engine Performance\n Restoration; and\n\n (h) promptly notify Lessor of:\n\n (i) any loss, theft, damage or destruction to the Aircraft,\n any Engine or any Part, or any modification to the\n Aircraft, if in any such case the potential cost would\n reasonably be expected to exceed the Damage Notification\n Threshold; and\n\n (ii) any claim or other occurrence likely to give rise to a\n claim under the Insurances in excess of the Damage\n Notification Threshold and\n\n 66\n\n\n provide, from time to time upon request by Lessor, the\n status of any negotiations with the insurance brokers\n over any such claim.\n\n 8.3 LAWFUL AND SAFE OPERATION:\n\n Lessee will operate the Aircraft only for commercial purposes from\n the Delivery Date until the date on which the Aircraft is returned\n to Lessor pursuant to this Agreement; provided, that Lessee must\n always:", "source": "agreement_26.md" }, { "id": "1028", "text": "(a) comply with the law for the time being in force in any country\n or jurisdiction which may for the time being be applicable to\n the Aircraft or, so far as concerns the use and operation of\n the Aircraft, an owner or operator thereof, and take all\n reasonable steps to ensure that the Aircraft is not used for\n any illegal purpose;\n\n (b) not use the Aircraft in any manner contrary to any\n recommendation of the manufacturers of the Aircraft, any\n Engine or any Part or any recommendation or regulation of the\n Air Authority or for any purpose for which the Aircraft is not\n designed or reasonably suitable;\n\n (c) ensure that the crew and engineers employed by Lessee have the\n qualifications and hold the licenses required by the Air\n Authority and applicable law;\n\n (d) use the Aircraft solely in commercial or other operations\n primarily in passenger service and in passenger configuration\n for which Lessee is duly authorized by the Air Authority and\n applicable law;\n\n (e) not use the Aircraft for the carriage of any goods, materials,\n livestock or items of cargo which involves a change of\n passenger configuration (or is inconsistent with passenger\n service and passenger configuration) or which could reasonably\n be expected to cause damage to the Aircraft or which would not\n be adequately covered by the Insurances, or any item or\n substance whose possession or carriage is illegal under any\n applicable law. Lessee will comply with any carriage\n regulations or restrictions from time to time issued by IATA;\n\n (f) not use the Aircraft for purposes of training, qualifying or\n re-confirming the status of cockpit personnel, except for the\n benefit of Lessee's cockpit personnel, and then only if the\n use of the Aircraft for such purpose is not disproportionate\n to the use of other aircraft of the same type operated by\n Lessee for such purpose;", "source": "agreement_26.md" }, { "id": "1029", "text": "(g) not cause or permit the Aircraft to proceed to, or remain at,\n any location in an Excluded Country; provided, however, that\n no Default shall occur, if, due to climatic or atmospheric\n conditions, acts of God or to preserve the Aircraft or any\n Engine or Part or to preserve the life or safety of\n\n 67\n\n\n passengers and/or crew, the Aircraft proceeds to an Excluded\n Country and the Lessee causes the Aircraft to be removed from\n such Excluded Country as soon as practicable after such\n conditions shall have ceased to exist;\n\n (h) obtain and maintain in full force all certificates, licenses,\n permits and authorizations for the time being required for the\n use and operation of the Aircraft, and for the making of\n payments required by, and the compliance by Lessee with, its\n other obligations under this Agreement;\n\n (i) not use, operate, or locate the Aircraft or suffer or permit\n the Aircraft to be used, operated or located (x) in any manner\n not covered by the Insurances, or (y)(A) in any recognized or\n threatened area of hostilities (unless covered by war risk and\n allied perils insurance pursuant to Schedule 4) or (B) in any\n area excluded from coverage by the Insurances, or (z) in any\n manner which would prejudice the interests of the Indemnitees\n in the Insurances, the Aircraft, any Engine or any Part;\n\n (j) not operate, maintain, insure or deal with the Aircraft or any\n Engine or Part in a manner which discriminates against the\n Aircraft or such Engine or Part, when compared with the manner\n in which Lessee operates, maintains, insures or deals with\n similar aircraft, engines or parts in Lessee's fleet;", "source": "agreement_26.md" }, { "id": "1030", "text": "(k) promptly pay or cause to be paid within such period as may be\n agreed between Lessee and the relevant Government Entity all\n license, registration, navigation and airport fees and charges\n assessed and demanded by any Governmental Authority relating\n to the Aircraft which if not paid within such period would\n give rise to a Lien on the Aircraft other than a Permitted\n Lien; and\n\n (l) In the event that the Aircraft is detained or arrested in\n connection with outstanding charges incurred during the Lease\n Term in connection with (i) the furnishing, issue or provision\n of information, directions and other facilities in connection\n with the navigation or movement of aircraft (including the\n control or movement of vehicles in any part of an airport used\n for the movement of aircraft), or (ii) the landing, parking or\n taking off of aircraft at airports or for the use of, or\n services provided at, airports, then, without prejudice to\n Lessor's rights under Clause 13, Lessee agrees that it shall\n promptly discharge such charges and procure that such\n detention or arrest is lifted. Neither Lessor nor any\n Financing Party shall have any liability whatsoever as a\n result of any detention or arrest of the Aircraft in respect\n of any such charges or in relation to such detention or arrest\n or the lifting thereof.\n\n 8.4 OUTGOINGS:\n\n 68\n\n\n Lessee will, except as otherwise expressly set forth herein,\n promptly pay on an After-Tax Basis:", "source": "agreement_26.md" }, { "id": "1031", "text": "68\n\n\n Lessee will, except as otherwise expressly set forth herein,\n promptly pay on an After-Tax Basis:\n\n (a) all license, registration, filing, recording and landing fees\n and all other amounts of any nature imposed by any Government\n Entity with respect to the Aircraft, including without\n limitation, ownership, delivery, leasing, possession, use,\n operation, return, sale or other disposition of the Aircraft\n (other than any such fees or amounts which are attributable to\n a sale or other disposition of any right, title or interest in\n or to the Aircraft or this Lease and other Transaction\n Documents by Lessor, Owner or Beneficiary except to the extent\n such sale or other disposition arise as a result of and during\n the continuance of an Event of Default or is required by the\n terms of the Transaction Documents); and\n\n (b) all rent, fees, charges and other amounts in respect of any\n premises where the Aircraft or any Part thereof is located\n from time to time;\n\n (in each case other than Taxes because Lessee's indemnification\n obligations with respect to Taxes are set forth in Clauses 5.7, 5.8,\n 5.9, 5.10 and 5.13) except to the extent that such payment is being\n contested in good faith by appropriate proceedings, in respect of\n which adequate resources have been provided by Lessee and nonpayment\n of which does not give rise to any material likelihood of the\n Aircraft or any interest therein being sold, forfeited or otherwise\n lost or of criminal liability on the part of Owner, Lessor or any\n Financing Party.\n\n 8.5 SUB-LEASING:", "source": "agreement_26.md" }, { "id": "1032", "text": "8.5 SUB-LEASING:\n\n (a) Except as otherwise set forth in this Clause 8.5, Lessee will\n not, without the prior written consent of Lessor, sublease or\n otherwise part with possession of the Aircraft, the Engines or\n any Part except that Lessee may part with possession (i) with\n respect to the Aircraft, the Engines or any Part to the\n relevant manufacturers for testing or similar purposes or to\n an Agreed Maintenance Performer for testing, service, repair,\n maintenance or overhaul work, or alterations, modifications or\n additions to the extent required or permitted by this\n Agreement; and (ii) with respect to an Engine or Part, as\n expressly permitted by this Agreement;\n\n (b) Notwithstanding Clause 8.5(a), Lessee shall be permitted to\n wet lease the Aircraft for a term (including renewals) not to\n exceed six months, provided the Aircraft (i) shall be operated\n solely by regular employees of Lessee (or by personnel\n contracted by Lessee in the same manner as with respect to its\n other flight operations) possessing all current certificates\n and licenses that are required by applicable Regulations,\n including by the Country of Registration, and shall remain in\n the operational control and possession of Lessee, (ii) shall\n be subject to insurance coverage as provided for in this\n Agreement, (iii) shall be used and operated in\n\n 69\n\n\n accordance with this Agreement and shall be maintained or\n caused to be maintained by Lessee in accordance with the\n Approved Maintenance Program and Lessee's normal maintenance\n practices and (iv) shall not be subject to any change in its\n Habitual Base or Country of Registration.\n\n 8.6 INSPECTION:", "source": "agreement_26.md" }, { "id": "1033", "text": "8.6 INSPECTION:\n\n (a) Lessor and any Person designated by Lessor may at reasonable\n times and on reasonable written notice, at their own expense,\n visit, inspect and survey the Aircraft, any Engine, any Part\n or the Aircraft Documents (or any portion thereof); provided,\n however, that (i) any inspection of the Aircraft will not\n interfere with the maintenance or operation of the Aircraft,\n or otherwise disrupt Lessee's normal business operations, (ii)\n any inspection of the Aircraft Documents shall occur only\n during normal business hours, (iii) any inspection of the\n Aircraft shall occur only during regularly scheduled\n maintenance (Lessee to notify Lessor, upon request, of the\n next scheduled maintenance) and (iv) Lessor shall not perform\n an inspection more than once in any calendar year (except\n during the last year of the Lease Term or if a Default or\n Event of Default shall have occurred and be continuing, in\n which case the frequency of such inspection rights shall be\n reasonable but otherwise unlimited). Lessee shall comply with\n the reasonable requests of Lessor or its designee during the\n course of such inspection including (x) any request to travel\n on the flight deck as an observer, subject to any applicable\n Regulations and insurances, and (y) any requests to conduct\n visual, walk-around inspections of the Aircraft during\n regularly scheduled maintenance for the Aircraft and requests\n to go on board the Aircraft and/or to open any panels, bays,\n etc. during any such walk-around inspection, provided no such\n request shall materially affect the date of completion of such\n maintenance and return of the Aircraft to revenue service;", "source": "agreement_26.md" }, { "id": "1034", "text": "(b) Lessee will pay to Lessor on demand all reasonable\n out-of-pocket expenses incurred by Lessor in connection with\n any such visit, inspection or survey to the extent that such\n visit, inspection or survey is made to verify the correction\n of defects identified by Lessor during a prior visit,\n inspection or survey; and\n\n (c) Lessor will have no duty or liability to make, or arising out\n of any such visit, inspection or survey.\n\n 8.7 TITLE:\n\n Lessee will:\n\n 70\n\n\n (a) not do or knowingly permit to be done or omit or knowingly\n permit to be omitted to be done any act or thing which might\n reasonably be expected to jeopardize the title of Owner in and\n to the Aircraft or any Engine;\n\n (b) on all occasions when the ownership of the Aircraft, any\n Engine or any Part is relevant, make clear to third parties\n that title is held by Owner;\n\n (c) not at any time (i) represent or hold out Owner, Lessor,\n Beneficiary or the Financing Parties as carrying goods or\n passengers on the Aircraft or as being in any way connected or\n associated with any operation or carriage (whether for hire or\n reward or gratuitously) which may be undertaken by Lessee; or\n (ii) pledge the credit of Owner, Lessor, Beneficiary or the\n Financing Parties;\n\n (d) ensure that there is always affixed, and not removed or in any\n way obscured, a fireproof plate (having dimensions of not less\n than 10 cm. x 7 cm.) in a reasonably prominent position on\n Aircraft and on each Engine stating:", "source": "agreement_26.md" }, { "id": "1035", "text": "\"THIS [AIRCRAFT/ENGINE] IS OWNED BY WELLS FARGO BANK\n NORTHWEST, N.A., AS TRUSTEE, AND IS LEASED TO Compania\n Panamena de Aviacion, S.A.\"\n\n (e) not create or permit to exist any Security Interest upon the\n Aircraft, any Engine or any Part;\n\n (f) not do or permit to be done anything outside the scope of\n normal airline operations and procedures which may reasonably\n be expected to cause the Aircraft, any Engine or any Part to\n become subject to penalty, forfeiture, impounding, detention,\n damage or destruction and without prejudice to the foregoing,\n if any such penalty, forfeiture, impounding, detention, damage\n or destruction occurs, give Lessor notice thereof as promptly\n as reasonably practicable and promptly commence and diligently\n prosecute all steps necessary to procure the immediate release\n of the Aircraft, any Engine or Part, as the case may be;\n\n (g) not abandon the Aircraft, any Engine or any Part;\n\n (h) pay and discharge or cause to be paid and discharged when due\n and payable or make adequate provision by way of security or\n otherwise for all debts, damages, claims and liabilities\n before they give rise to a Security Interest over or affecting\n the Aircraft, any Engine or any Part except to the extent the\n same are being contested in good faith by appropriate\n proceedings during the pendency of such proceedings and\n adequate resources therefor have been provided in accordance\n with GAAP; and\n\n 71\n\n\n (i) not attempt, or hold itself out as having any power, to sell,\n lease (except as permitted by this Agreement) or otherwise\n dispose of the Aircraft, any Engine or any Part.\n\n 8.8 GENERAL:\n\n Lessee will:", "source": "agreement_26.md" }, { "id": "1036", "text": "8.8 GENERAL:\n\n Lessee will:\n\n (a) maintain its business as a commercial airline, will preserve\n its corporate existence (other than as permitted in Clause\n 8.8(c)) and will maintain such of its rights, privileges,\n licenses and franchises as are required to perform its\n obligations under this Agreement;\n\n (b) not change its \"location\" (as determined with reference to and\n for purposes of Section 9-307 of the UCC) in such manner as\n would, pursuant to Section 9-307 of the UCC, change the\n location for filing financing statements or renewals thereof\n from the District of Columbia, except upon 10 days prior\n written notice thereof to Lessor;\n\n (c) not consolidate or merge into or with any other corporation or\n other Person, and not convey, transfer, lease or otherwise\n dispose of all or substantially all of its property and other\n assets to, or acquire all or substantially all of the property\n or other assets or capital stock of (if such acquisition is\n analogous in either purpose or effect to a consolidation or\n merger), any corporation or other Person without the prior\n written consent of the Lessor, such consent not to be\n unreasonably withheld, unless:\n\n (i) the Person formed by such consolidation or into which\n Lessee is merged or the Person that acquires by\n conveyance, transfer or lease all or substantially all\n of the assets of Lessee (the \"Lessee Successor\"):\n\n (a) has a tangible net worth (determined in accordance\n with GAAP) equal to or greater than that of Lessee\n immediately prior to such merger or consolidation;", "source": "agreement_26.md" }, { "id": "1037", "text": "(b) shall execute and deliver to Lessor, Owner and\n Beneficiary an agreement in a form reasonably\n satisfactory to such Persons containing an\n assumption by such Lessee Successor of the due and\n punctual performance and observance of each\n covenant and condition to be performed or observed\n by Lessee under each of the Transaction Documents\n to which Lessee is a party, whether actual or\n contingent or relating to the period before or\n after the date of such assumption; and\n\n 72\n\n\n (c) the Copa Holdings Guarantee shall continue to be\n applicable and enforceable in accordance with its\n terms;\n\n (ii) immediately after giving effect to such transaction, no\n Default or Event of Default shall have occurred and be\n continuing;\n\n (iii) Lessee shall have delivered to Lessor, Owner and\n Beneficiary (x) a certificate of an officer to the\n effect that such consolidation, merger, conveyance,\n transfer or lease and the assumption agreement described\n in clause (i) above comply with this Clause 8.8(c) and\n that all conditions precedent herein provided for\n relating to such transaction have been complied with and\n that such assumption agreement has been duly authorized,\n executed and delivered by the Lessee Successor,\n constitutes its legal, valid and binding obligation and\n is enforceable against such Lessee Successor in\n accordance with its terms, except as the same may be\n limited by applicable bankruptcy, insolvency,\n reorganization, moratorium or similar laws affecting the\n rights of creditors generally and by principles of\n equity, and (y) an opinion of counsel in form and\n substance reasonable satisfactory to Lessor and\n Beneficiary; and\n\n (iv) Such filings and recordings shall have been made and\n Lessee shall have delivered to Lessor such other\n opinions and documents, in each case as either of them\n shall reasonably request.", "source": "agreement_26.md" }, { "id": "1038", "text": "Upon any consolidation or merger, or any conveyance, transfer\n or lease of all or substantially all of the assets of Lessee\n in accordance with this Clause 8.8(c), the Lessee Successor\n shall succeed to, be substituted for, and may exercise every\n right and power of, and shall assume every obligation and\n liability of, Lessee under this Lease with the same effect as\n if the Lessee Successor had been named as Lessee herein. No\n such conveyance, transfer or lease of all or substantially all\n of the assets of Lessee shall have the effect of releasing\n Lessee or any Lessee Successor which shall theretofore have\n become such in the manner prescribed in this Clause 8.8(c)\n from any liability under the Transaction Documents. Nothing\n contained herein shall permit any lease, sublease or other\n arrangement for the use, operation or possession of the\n Aircraft except in compliance with the applicable provisions\n of this Lease.\n\n (d) the obligation of Lessee to pay in U.S. Dollars outside The\n Republic of Panama is of the essence to Lessor. If for any\n reason any exchange control or other legal prohibition or\n restriction shall be imposed by The Republic of Panama with\n respect to the payment in U.S. Dollars outside The Republic of\n Panama, Lessee shall forthwith obtain any permit,\n authorization, waiver or exemption as may be necessary to\n permit the free\n\n 73", "source": "agreement_26.md" }, { "id": "1039", "text": "73\n\n\n transfer of such U.S. Dollars to designated places outside The\n Republic of Panama or obtain all necessary waivers and\n exemptions therefrom, and if Lessee shall for any reason,\n because of legal restrictions or otherwise, be unable to\n obtain such permit, authorization, waiver or exemption, it\n shall forthwith make all necessary and satisfactory\n arrangements with reputable banking or other financing\n institutions to provide satisfactory assurance to Lessor that\n all of Lessee's obligations hereunder will be satisfied as\n they arise in the manner contemplated by this Lease.\n\n 8.9 NON-DISCRIMINATION:\n\n Without limiting any other provision of this Agreement, Lessee will\n cause the Aircraft and the Engines to be maintained and used, in\n substantially the same manner and with substantially the same care\n as used by or on behalf of Lessee with respect to similar aircraft\n and engines of like make, model and vintage operated by Lessee.\n Lessee also agrees that it will not, nor will it permit anyone to,\n discriminate in a manner in any way adverse to the interests of\n Lessor, Owner or any Financing Party in the Aircraft (as compared to\n other aircraft of the same type operated by or on behalf of Lessee)\n with respect to its use, operation or maintenance, modification or\n alteration during the Lease Term other than the withdrawal of the\n Aircraft from use and operation as is necessary to prepare the\n Aircraft for return to Lessor upon such expiration, cancellation or\n termination.\n\n 8.10 RECORDS:\n\n Lessee will:", "source": "agreement_26.md" }, { "id": "1040", "text": "8.10 RECORDS:\n\n Lessee will:\n\n (a) procure that accurate, complete and current records of all\n flights made by, and all maintenance carried out on, the\n Aircraft (including in relation to each Engine and Part\n subsequently installed, before the installation) are kept in\n English and in such manner as the Air Authority may from time\n to time require (including, but not limited to the\n requirements of FAR 91.417, FAR 121.380 and the requirements\n of the Approved Maintenance Program). The maintenance records\n will form part of the Aircraft Documents;\n\n (b) procure access (in house or through third parties) to a\n revision service in respect of, and will maintain with\n appropriate revisions in English and in accordance with FAR\n 91.417 and FAR 121.380, all technical publications required by\n applicable laws and sound practice of major international air\n transport operators in respect of the Aircraft; and\n\n (c) retain the Aircraft Documents and other materials at Lessee's\n principal place of business, and subject to applicable law,\n regulation and legal process not permit any other person to\n have possession of or control over the same without Lessor's\n prior written consent, except for an Approved\n\n 74\n\n\n Maintenance Provider while completing maintenance, testing,\n repair, modification or other services in respect of the\n Aircraft or any Engine or Part.\n\n 8.11 PROTECTION:\n\n Lessee will:\n\n (a) take all actions reasonably requested by Lessor that are\n within Lessee's control to keep the Aircraft registered with\n the Air Authority in the name of Owner;", "source": "agreement_26.md" }, { "id": "1041", "text": "(b) make any and all filings required to be made with the Air\n Authority registry that are within its control and take all\n other actions within its control that are requested by Lessor\n and necessary or advisable to reflect on the Air Authority\n registry any change in the ownership of the Aircraft, or in\n the interests of Lessor, Owner or the Financing Parties in\n this Agreement or the Aircraft, any modification to the\n Aircraft (such as the permanent replacement of any Engine or\n Part in accordance with this Agreement) or as a result of any\n change in applicable law. Lessor will bear any costs incurred\n as a consequence of a transfer by Lessor, Owner or the\n Financing Parties of the interests of Lessor, Owner or the\n Financing Parties in this Agreement or the Aircraft or a\n change in the identity of Lessor, Owner or the Financing\n Parties (in each case, unrelated to the replacement of any\n Engine or Part by Lessee or a Default), and Lessee will bear\n any other costs incurred in complying with this Clause,\n including in connection with the replacement of any Engine or\n Part by Lessee in accordance herewith; and\n\n (c) do all acts and things (including, without limitation, making\n any filing or registration with the Air Authority or any other\n Government Entity or as required to comply with the Geneva\n Convention where applicable) and execute and deliver all\n documents (including, without limitation, any amendment of\n this Agreement) as may from time to time be required by\n Lessor:\n\n (i) following any change in the ownership or financing of\n the Aircraft which is permitted pursuant to Clause 14 or\n in the manner of securing Lessor's obligations to the\n Financing Parties, in each case at the cost of Lessor;\n or", "source": "agreement_26.md" }, { "id": "1042", "text": "(ii) following any modification of the Aircraft, any Engine\n or any Part or the permanent replacement of any Engine\n or Part in accordance with this Agreement, so as to\n ensure that the rights of Lessor as owner of the\n Aircraft and under this Agreement apply with the same\n effect as before; or\n\n 75\n\n\n (iii) to establish, maintain, preserve, perfect and protect\n the rights of Lessor under this Agreement or in the\n Aircraft and, at the cost of Lessor, the rights of any\n Financing Party, in particular (without limitation), if\n in the Country of Registration there shall be, or shall\n be brought into force, any legislative or other\n provisions giving effect to the Geneva Convention or\n otherwise relating to recognition of rights in aircraft,\n Lessee shall at its own cost forthwith do all such acts\n as may be necessary to perfect recognition of Lessor's\n title to and interest in the Aircraft and, at the cost\n of Lessor, the rights of any Financing party as\n mortgagee and/or assignee in accordance with such\n legislative or other provisions.\n\n If the Country of Incorporation has, or at any time brings\n into force, any legislative or other provisions giving effect\n to the Convention on International Interests in Mobile\n Equipment (the \"Convention\") and/or the Protocol to the\n Convention on International Interests in Mobile Equipment on\n Matters Specific to Aircraft Equipment (the \"Protocol\"),\n Lessee at its own cost and expense shall from time to time, do\n or cause to be done any and all acts and things which may be\n required or desirable (in the reasonable opinion of Lessor) to\n ensure that Lessor and, at the cost of Lessor, any Financing\n Party have the full benefit of the Convention and/or the\n Protocol in connection with the Aircraft and any Engine,\n including (but not limited to):", "source": "agreement_26.md" }, { "id": "1043", "text": "(A) any matters connected with registering, perfecting,\n preserving and/or enhancing any international\n interest(s) vested in Lessor with respect to the\n Aircraft and/or any Engine and constituted by this\n Agreement;\n\n (B) entry in to agreements (subordination or otherwise) to\n protect and/or enhance and/or improve the priority of\n any international interest(s) referred to in the\n foregoing paragraph (A); and\n\n (C) excluding in writing the application of any provisions\n of the Convention and/or Protocol that Lessor may deem\n desirable in connection with the foregoing.\n\n In this sub clause the following terms have the following meanings:\n\n INTERNATIONAL INTEREST has the meaning as expressed in the\n Convention and Protocol;\n\n STATE has the meaning as expressed in the Convention and Protocol;\n and\n\n 76\n\n\n STATE IN WHICH LESSEE IS SITUATED IN shall be constructed in\n accordance with the expression \"state in which the debtor is\n situated in\" as set out in Article 4 of the Convention.\n\n (d) if at any time subsequent to the initial registration of the\n Aircraft and the initial filing of Uniform Commercial Code\n financing statements, any other filing or any recording or\n other act becomes necessary to perfect, protect and preserve\n the rights and interests of Lessor hereunder and in the\n Aircraft and the Security Deposit, including without\n limitation the filing of continuation statements with respect\n to filed Uniform Commercial Code financing statements, at its\n cost and expense, procure that such filings, recordings and\n acts are done pursuant to applicable law. Lessee agrees that\n Lessor is hereby authorized to make any filings or recordings\n referred to in this paragraph;\n\n (e) not to revoke the Lessee Power of Attorney; and\n\n (f) to cause the following:", "source": "agreement_26.md" }, { "id": "1044", "text": "(e) not to revoke the Lessee Power of Attorney; and\n\n (f) to cause the following:\n\n (i) the filing of a Spanish language Public Deed with\n respect to the Bill of Sale, the Trust Agreement, this\n Agreement and Lease Supplement No. 1 at the Public\n Registry of Panama within 48 hours after the date and\n time of Delivery;\n\n (ii) the obtaining of a temporary `certificado de matricula'\n from the National Aeronautic Registry of the Civil\n Aviation Authority of Panama with respect to the\n Aircraft at or before Delivery;\n\n (iii) the obtaining of a permanent `certificado de matricula'\n from the National Aeronautic Registry of the Civil\n Aviation Authority of Panama promptly, and in any event\n within 45 days after Delivery; and\n\n (iv) promptly and in due course after Delivery, a Public\n Registry Certificate confirming registration of the\n Public Deed referred to in the preceding clause (i).\n\n 8.12 MAINTENANCE AND REPAIR:\n\n Lessee will, at its own expense:\n\n (a) keep the Aircraft airworthy (except during any period during\n which the Aircraft is undergoing maintenance, repair or\n modification as required or permitted hereunder) in all\n respects and in good repair and condition;\n\n (b) not change the Approved Maintenance Program without all\n necessary approvals from the Air Authority; provided, however,\n that if any such\n\n 77", "source": "agreement_26.md" }, { "id": "1045", "text": "(b) not change the Approved Maintenance Program without all\n necessary approvals from the Air Authority; provided, however,\n that if any such\n\n 77\n\n\n change adversely affects the interests of Lessor with respect\n to the maintenance status of the Aircraft (or payments in\n respect of such status) required pursuant to the provisions of\n Clause 12 and Schedule 3 of this Agreement, then the\n requirements of such provisions shall be deemed adjusted so\n that the maintenance condition of the Aircraft at redelivery\n required thereby is not diminished, and the payments to or by\n Lessor are not adversely changed from the maintenance\n condition and payments that would have been required in the\n absence of such change to the Approved Maintenance Program;\n\n (c) provide Lessor with a summary of, access to and information\n regarding substantial changes to the Approved Maintenance\n Program;\n\n (d) maintain the Aircraft in accordance with the Approved\n Maintenance Program through an Agreed Maintenance Performer;\n\n (e) maintain the Aircraft in accordance with the rules and\n regulations of the Air Authority applicable to the Aircraft;\n\n (f) comply (or cause compliance) with all Mandatory Orders and\n Airworthiness Directives and similar mandatory requirements\n applicable to the Aircraft, any Engine or Part having a\n compliance date during the Term or existing as of the Final\n Expiry Date and having a compliance date within 180 days after\n the Final Expiry Date and which are required by the Air\n Authority or the FAA (provided that in relation to\n Airworthiness Directives Lessor and Lessee agree to the cost\n sharing formula set out in Schedule 11);", "source": "agreement_26.md" }, { "id": "1046", "text": "(g) comply (or cause compliance) with all applicable laws and the\n regulations of the Air Authority and other aviation\n authorities with jurisdiction over Lessee or the Aircraft, any\n Engine or Part regardless of upon whom such requirements are\n imposed and which relate to the maintenance, condition, use or\n operation of the Aircraft or require any modification or\n alteration to the Aircraft, any Engine or Part; and\n\n (h) maintain in good standing a current certificate of\n airworthiness (in the appropriate category for the nature of\n the operations of the Aircraft) for the Aircraft issued by the\n Air Authority except where (i) the Aircraft is undergoing\n maintenance, modification or repair required or permitted by\n this Agreement; or (ii) the Air Authority shall have withdrawn\n or suspended such certificate in respect of all aircraft of\n the same model or period of manufacture as the Aircraft (in\n which case Lessee shall comply with all directions of the Air\n Authority in connection with such withdrawal or suspension).\n Lessee will from time to time provide to Lessor a copy of the\n certificate of airworthiness promptly after receipt of a\n written request.\n\n 78\n\n\n 8.13 PERMANENT REPLACEMENT OF ENGINES AND PARTS:\n\n (a) Subject to Clauses 8.14 and 8.16, Lessee shall promptly\n procure the replacement of any Engine (an \"Original Engine\")\n which has suffered an Engine Event of Loss, and Lessee may\n procure the replacement of any Engine (an \"Original Engine\")\n in order to comply with the requirements of the Return\n Conditions, in each case with an engine complying with the\n following conditions:", "source": "agreement_26.md" }, { "id": "1047", "text": "(i) it is of the same manufacturer and model (or, at\n Lessee's option, an improved model), it is suitable for\n installation and use on the Airframe without impairing\n the value or utility of the Airframe and it is\n compatible with the remaining installed Engine, it has\n equivalent interchangeable modification status,\n equivalent or lower flight hours elapsed and cycles\n elapsed since Life Limited Parts replacement and since\n last Engine Performance Restoration, equivalent\n remaining warranty status as the Original Engine and\n equivalent or greater value and utility as the Original\n Engine; at the time of the engine replacement Lessor or\n Lessee, as applicable, shall adjust the Engine\n Supplemental Rent to reflect the maintenance utility of\n the replacement engine;\n\n (ii) it has become and remains the property of Lessor free\n from Security Interests (except Permitted Liens) and on\n installation on the Aircraft will without further act be\n subject to this Agreement; and Lessee shall supply to\n Lessor with an officer's certificate demonstrating full\n compliance with this Clause 8.13(a); and\n\n (iii) Lessee has full details of its source and maintenance\n records with back to birth traceability on all Life\n Limited Parts.", "source": "agreement_26.md" }, { "id": "1048", "text": "(iii) Lessee has full details of its source and maintenance\n records with back to birth traceability on all Life\n Limited Parts.\n\n Such replacement Engine shall be deemed an \"Engine\" as defined\n herein for all purposes hereunder. Lessee agrees to promptly\n notify Lessor of any such substitution, and provide Lessor\n with an officer's certificate confirming full compliance with\n this Clause 11.1(e). Lessee agrees to take such action and\n execute such documents, including a warranty bill of sale, as\n Lessor may reasonably request in order that any such\n replacement Engine shall be duly and properly titled in the\n name of Owner and leased by Lessor hereunder to the same\n extent as the Engine thereby. Lessor shall take such action\n and shall execute such documents, and shall cause Owner to\n take such action and execute such documents, as are reasonably\n necessary to convey title to the Engine replaced pursuant to\n the preceding sentence to Lessee. Such conveyance shall be\n free of and warranted as against Lessor Liens, but otherwise\n without representation or warranty, express or implied.\n\n 79\n\n\n (b) Subject to Clause 8.16 hereof, Lessee shall promptly procure\n the replacement of any Part which has become time-, cycle- or\n calendar-expired, lost, stolen, seized, confiscated,\n destroyed, damaged beyond repair, unserviceable or permanently\n rendered unfit for use, with a part complying with the\n following conditions:\n\n (i) it is of the same manufacturer and model (or, at\n Lessee's option, an improved model), it is in as good\n operating condition as the replaced Part, it has\n equivalent interchangeable modification status and\n equivalent or more hours available until the next\n scheduled check, inspection, overhaul and shop visit as\n the replaced Part and it is of an equivalent or greater\n value and utility as the replaced Part;", "source": "agreement_26.md" }, { "id": "1049", "text": "(ii) it has become and remains the property of Lessor free\n from Security Interests (except Permitted Liens) and on\n installation on the Aircraft will without further act be\n subject to this Agreement; and Lessee shall supply to\n Lessor all such title documents as Lessor may require in\n good faith to evidence and perfect the same; and\n\n (iii) Lessee has full details of its source and maintenance\n records with back to birth traceability as to Life\n Limited Parts.\n\n (c) Any Part so replaced, upon satisfaction of the requirements\n set forth above, shall become the property of Lessee free and\n clear of Lessor Liens.\n\n 8.14 REMOVAL AND INTERCHANGE OF ENGINES:\n\n Lessee will:\n\n (a) ensure that no Engine is removed from the Airframe unless it\n is promptly replaced as expressly permitted by this Agreement;\n\n (b) ensure that any Engine which is not installed on the Aircraft,\n or an aircraft permitted by paragraph (d) below is, except as\n expressly permitted by this Agreement, properly and safely\n stored (unless installed on another airframe operated by\n Lessee as permitted hereunder) and insured, and kept free from\n Security Interests (other than Permitted Liens), and either\n (i) has been inducted into a repair shop and is undergoing\n repair or (ii) unserviceable awaiting repair shop visit for no\n longer than 45 days; and\n\n (c) be permitted, if no Event of Default has occurred and is\n continuing, to install any Engine on an aircraft operated by\n Lessee (or, any permitted sub-lessee), provided that neither\n (i) the provisions of any applicable law nor (ii) the terms of\n any lease or other agreement or Security Interest to which\n such aircraft or engine is subject, prohibit such installation\n or will\n\n 80", "source": "agreement_26.md" }, { "id": "1050", "text": "80\n\n\n have the effect at any time of divesting or impairing the\n title and interests of Lessor as owner and any Financing Party\n as mortgagee of such Engine.\n\n Lessee shall obtain from the lessor of any airframe on which an\n Engine is installed and from any holder of a Security Interest in\n any airframe on which an Engine is installed, an agreement (which\n may be in the form of a relevant clause in any lease agreement,\n mortgage, security agreement or similar agreement in respect of such\n airframe) in writing for the benefit of the Lessor (or directly with\n the Lessor) that such Person will respect the interests of Lessor as\n owner and lessor, respectively, and of the Financing Parties, in\n such Engine and will not acquire or claim any right, title or\n interest in such Engine as a result of such Engine being installed\n on such other airframe at any time while such Engine is subject to\n this Agreement. Provided Lessee shall have received from a lessor of\n or secured party holding a Security Interest in any airframe leased\n to Lessee or owned by Lessee and subject to a Security Interest\n under such an agreement, Lessor hereby agrees for the benefit of\n such lessor or secured party that Lessor will not acquire or claim\n as against such lessor or secured party, any rights, title or\n interest in any engine covered by such lease or Security Interest as\n a result of any such engine being installed on the Airframe at any\n time while such engine is subject to such lease or Security\n Interest.\n\n 8.15 REMOVAL AND INTERCHANGE OF PARTS:\n\n Lessee will, subject to Clause 8.16:\n\n (a) ensure that no Part is at any time removed from the Aircraft\n unless it is promptly replaced by a part complying with Clause\n 8.13(b);", "source": "agreement_26.md" }, { "id": "1051", "text": "(b) ensure that any Part which is not installed on the Aircraft\n (or any other aircraft as expressly permitted by this\n Agreement) is properly and safely stored and insured, and kept\n free from Security Interests (other than Permitted Liens); and\n\n (c) be permitted, if no Event of Default has occurred and is\n continuing, to install any Part on an aircraft operated by\n Lessee (or any permitted sub-lessee), provided that Clause\n 8.14(d) would be complied with in respect of such Part if it\n were an Engine.\n\n 8.16 TEMPORARY INSTALLATION OF ENGINES AND PARTS:\n\n Notwithstanding the provisions of Clause 8.13 and Clause 8.15,\n Lessee will be permitted, if no Event of Default has occurred and is\n continuing, to install, or permit the installation of, any engine or\n part on the Aircraft by way of replacement if:\n\n (a) there is not available to Lessee or, where there is a\n permitted sublease in place, the sub-lessee thereunder, at the\n time and in the place that engine or\n\n 81\n\n\n part is required to be installed on the Aircraft, a\n replacement engine or, as the case may be, part complying with\n the requirements of Clause 8.13 above;\n\n (b) it would result in a disruption of the operation of the\n Aircraft and/or the business of Lessee or, where there is a\n permitted sublease in place, the sub-lessee thereunder, to\n ground the Aircraft until an engine or part, as the case may\n be, complying with the requirements of Clause 8.13 above\n becomes available for installation on the Aircraft; and", "source": "agreement_26.md" }, { "id": "1052", "text": "(c) as soon as practicable after installation of the same on the\n Aircraft but, in any event, no later than the earlier of (i)\n the next Major Check or Engine Shop Visit (as applicable) or\n (ii) the Final Expiry Date, Lessee or, where there is a\n permitted sublease in place, the sub-lessee thereunder,\n removes any such engine or part and replaces it with the\n Engine or Part replaced by it or by an engine or part, as the\n case may be, complying with Clause 8.13 above.\n\n 8.17 POOLING OF ENGINES AND PARTS:\n\n Without prejudice to its rights pursuant to Clauses 8.14(d) and\n 8.15(c), Lessee shall not without the prior written consent of\n Lessor, which consent shall not be unreasonably withheld or delayed,\n permit or enter into any agreement or arrangement for the pooling or\n interchange of any Engine or Part with any other Person.\n\n 8.18 EQUIPMENT CHANGES:\n\n (a) Lessee shall not make any modification or addition to the\n Aircraft (each an \"Equipment Change\"), except for an Equipment\n Change which:\n\n (i) is completed in connection with the post-Delivery\n installation of the In-flight\n Entertainment/Communications System (IFE) or the\n Winglets; or\n\n (ii) is expressly permitted by this Agreement; or\n\n (iii) does not diminish the value, utility, condition, or\n airworthiness of the Aircraft and either (aa)\n constitutes a modification to the class configuration or\n passenger seating in the cabin, or (bb) has a cost of\n less than US$250,000, or (cc) has the prior written\n approval of Lessor which approval shall not be\n unreasonably withheld or delayed; or", "source": "agreement_26.md" }, { "id": "1053", "text": "(iv) arises due to the requirements of the Air Authority\n and/or the FAA or otherwise constitutes an obligation of\n Lessee under this Agreement.\n\n 82\n\n\n (b) So long as no Default or Event of Default has occurred and is\n continuing, Lessee may remove any Equipment Change to the\n extent it is severable from the Aircraft and (i) such\n Equipment Change is not required by the Air Authority and/or\n the FAA and (ii) such severance will not adversely affect the\n value, utility, condition or airworthiness of the Aircraft as\n compared to value, utility, condition or airworthiness of the\n Aircraft immediately prior to such severance, assuming the\n Aircraft was of the value and utility and in the condition and\n repair required by the terms of this Agreement; and", "source": "agreement_26.md" }, { "id": "1054", "text": "(c) Title to Equipment Change, whether or not the removal of which\n is permitted pursuant to Clause 8.18(b), will on installation\n and until such permitted removal, without further act, vest in\n Lessor subject to this Agreement free and clear of all\n Security Interests (other than Permitted Liens). Lessee will\n at its own expense take all such steps and execute, and\n procure the execution of, all such instruments as Lessor may\n require and which are necessary to ensure that title so passes\n to Lessor according to all applicable laws. At any time when\n requested by Lessor, Lessee will provide evidence to Lessor's\n satisfaction (including the provision, if required, to Lessor\n of bills of sale and legal opinions) that title has so passed\n to Lessor. Upon any permitted removal thereof, Lessor will, at\n Lessee's cost and upon Lessee's request, provide Lessee with\n such documents as Lessee shall reasonably request to cause\n title to such modifications to vest in Lessee free and clear\n of Lessor Liens but otherwise without representation or\n warranty, express or implied.\n\n 8.19 THIRD PARTY:\n\n All the obligations of Lessee under this Agreement shall continue in\n full force and effect notwithstanding any parting with possession of\n the Aircraft by Lessee (other than redelivery of the Aircraft by\n Lessee to Lessor pursuant to Clause 12).\n\n9. INSURANCE\n\n 9.1 INSURANCES:", "source": "agreement_26.md" }, { "id": "1055", "text": "9. INSURANCE\n\n 9.1 INSURANCES:\n\n (a) Lessee shall, at its own expense, maintain in full force\n during the Lease Period insurances in respect of the Aircraft\n in terms, amounts, form and substance customarily maintained\n by similar carriers operating similar aircraft in similar\n circumstances otherwise satisfactory to Lessor (acting\n reasonably) complying with the requirements of this Clause 9\n and Schedule 4 (the \"Insurances\", which expression includes,\n where the context so admits, any relevant re-insurance(s));\n\n (b) The Insurances shall be effected through such brokers and with\n such insurers (in each case which are properly licensed and\n are operating in\n\n 83\n\n\n accordance with Panamanian law), and shall be subject to such\n deductibles and subject to such exclusions, as may (in each\n case) be indicated in Schedule 4 or otherwise satisfactory to\n Lessor; and\n\n (c) The Insurances shall be effected either:\n\n (i) on a direct basis with insurers of recognized standing\n who normally participate in aviation insurances in the\n leading international insurance markets and led by\n reputable underwriter(s) satisfactory to Lessor, acting\n reasonably (and for such purposes Lessee's current lead\n underwriter is deemed to be satisfactory to Lessor); or\n\n (ii) with a single insurer or group of insurers approved by\n Lessor who does not fully retain the risk but effects\n substantial reinsurance with reinsurers in the leading\n international insurance markets and through brokers each\n of recognized standing and acceptable to Lessor for a\n percentage acceptable to Lessor (acting reasonably) of\n all risks insured (and for such purposes Lessee's\n current lead underwriter is deemed to be acceptable to\n Lessor).\n\n 9.2 REQUIREMENTS", "source": "agreement_26.md" }, { "id": "1056", "text": "9.2 REQUIREMENTS\n\n Lessor's current requirements as to the Insurances are as specified\n in this Clause and in Schedule 4. Lessor may from time to time and\n in good faith stipulate other requirements for the Insurances so\n that (a) the scope and level of cover are maintained in line with\n best industry practice of similar carriers operating similar\n aircraft in similar circumstances, and (b) the interests of Lessor\n and the other Indemnitees continue to be prudently protected,\n provided that other requirements shall not reduce the maximum\n deductibles, nor raise the minimum war and allied perils liabilities\n amount, unless Lessee shall have raised the same on a fleet wide\n basis..\n\n 9.3 STANDARDS\n\n Lessee shall be obligated to maintain insurance in respect of the\n Aircraft for the purposes of this Agreement which reflects Lloyds'\n endorsement AVN67B (as at the date hereof) or the equivalent\n thereof. In the event that any provision of AVN67B (as at the date\n hereof) conflicts or is otherwise inconsistent with the requirements\n of this Clause 9 and Schedule 4 then (so long as it shall be general\n industry practice to insure aircraft financed or leased on the basis\n of such endorsement) the provisions of AVN67B shall prevail and such\n endorsement shall be deemed to satisfy the requirements of this\n Agreement.\n\n 9.4 CHANGE\n\n 84", "source": "agreement_26.md" }, { "id": "1057", "text": "9.4 CHANGE\n\n 84\n\n\n If at any time Lessor, following a change in circumstances and\n acting reasonably, decides to revoke its approval of any insurer or\n reinsurer, Lessor and/or its brokers shall consult with Lessee and\n Lessee's insurers or, if applicable, brokers regarding whether that\n approval should be revoked to protect the interests of the parties\n insured. If, following the consultation, Lessor considers that any\n change should be made, Lessee shall then, as promptly as reasonably\n practicable, arrange or procure the arrangement of alternative cover\n satisfactory to Lessor, provided such change is approved by each\n other Lessor or secured lender on aircraft in Lessee's fleet\n affected by such change and does not otherwise make compliance by\n Lessee with the insurance requirements set forth in this Clause 9 or\n in Schedule 4 hereto impossible or not practicable.\n\n 9.5 INSURANCE COVENANTS\n\n Lessee shall:\n\n (a) ensure that all legal requirements as to insurance of the\n Aircraft, any Engine or any Part which may from time to time\n be imposed by the laws of the Country of Registration or any\n state, from or over which the Aircraft may be flown, in so far\n as they affect or concern the operation of the Aircraft, are\n complied with, and in particular those requirements compliance\n with which is necessary to ensure that:\n\n (i) the Aircraft is not in danger of detention or\n forfeiture;\n\n (ii) the Insurances remain valid and in full force and\n effect; and\n\n (iii) the interests of the Indemnitees in the Insurances and\n the Aircraft or any Part are not thereby prejudiced;\n\n (b) comply with the terms and conditions of each policy of the\n Insurances and not do, consent or agree to any act or omission\n which:", "source": "agreement_26.md" }, { "id": "1058", "text": "(i) invalidates or may be reasonably expected to invalidate\n the Insurances; or\n\n (ii) renders or may be reasonably expected to render void or\n voidable the whole or any part of any of the Insurances;\n or\n\n (iii) brings any particular insured liability within the scope\n of an exclusion or exception to the Insurances;\n\n (c) not without the prior written approval of Lessor take out any\n additional insurance or reinsurance in respect of the Aircraft\n which would prejudice the rights of Lessor or any additional\n insured in respect of the policies required to be maintained\n by Lessee hereunder, unless relating solely to\n\n 85\n\n\n liability insurances, hull total loss, business interruption,\n profit commission and deductible risk;\n\n (d) on request, provide to Lessor evidence that the Insurance\n premiums have been paid;\n\n (e) not make any modification or alteration to the Insurances\n material and adverse to the interests of any of the\n Indemnitees;\n\n (f) be responsible for any deductible under the Insurances;\n\n (g) if at any time insurance clause AVN 2000 or its successor is\n endorsed on the policies of Insurance, ensure that the\n insurance write back clauses AVN 2001 and AVN 2002 as\n applicable (or any equivalent clauses) are endorsed on the\n policies of Insurance required to be maintained under this\n Agreement and give and comply with all representations,\n warranties and undertakings required by the insurers or\n reinsurers in connection with such clauses; and\n\n (h) provide any other material information and assistance in\n respect of the Insurances which Lessor may from time to time\n reasonably request for substantial reasons.\n\n 9.6 RENEWAL OF INSURANCES\n\n Lessee shall commence renewal procedures in a timely manner prior to\n expiry of any of the Insurances, and provide to Lessor:", "source": "agreement_26.md" }, { "id": "1059", "text": "Lessee shall commence renewal procedures in a timely manner prior to\n expiry of any of the Insurances, and provide to Lessor:\n\n (a) upon the request of Lessor, a written status report of renewal\n negotiations 10 days prior to each expiry date;\n\n (b) confirmation of completion of renewal prior to each expiry\n date; and\n\n (c) certificates of insurance (and where appropriate certificates\n of reinsurance), and a broker's letter of undertaking in a\n form acceptable to Lessor in English, detailing the coverage\n and confirming the insurers' (and any reinsurers') agreement\n to the specified insurance requirements of this Agreement\n within seven days after each renewal date (and, in the case of\n the reinsurance certificate and reinsurance broker's letter of\n undertaking, within 14 days after each renewal date).\n\n 9.7 FAILURE TO INSURE\n\n If Lessee fails to maintain the Insurances in compliance with this\n Agreement, Lessee shall:\n\n 86\n\n\n (a) forthwith ground or cause to be grounded the Aircraft and\n shall keep or procure that the Aircraft be kept grounded until\n such time as the Insurances shall again be in full force and\n effect; and\n\n (b) immediately notify Lessor of the non-compliance of the\n Insurances and provide Lessor with full details of any steps\n which Lessee is taking or proposes to take, in order to remedy\n such non-compliance;\n\n and each of the Indemnitees will be entitled but not bound (without\n prejudice to any other rights of Lessor under this Agreement):", "source": "agreement_26.md" }, { "id": "1060", "text": "and each of the Indemnitees will be entitled but not bound (without\n prejudice to any other rights of Lessor under this Agreement):\n\n (i) to pay the premiums due or to effect and maintain\n insurances required hereunder but not maintained in\n accordance herewith or otherwise remedy Lessee's failure\n in such manner (including, without limitation to effect\n and maintain an \"owner's interest\" policy) as Lessor\n acting in good faith considers appropriate. Any sums so\n expended by Lessor will become immediately due and\n payable by Lessee to Lessor together with interest\n thereon at the Default Rate, from the date of\n expenditure by Lessor up to the date of reimbursement by\n Lessee; and\n\n (ii) at any time while such failure is continuing to require\n the Aircraft to remain at any airport or to proceed to\n and remain at any airport designated by it until the\n failure is remedied.\n\n 9.8 CONTINUING INSURANCE FOR INDEMNITY\n\n Lessor may require Lessee to effect and to maintain (at no cost to\n Lessor) liability insurance after the Final Expiry Date with respect\n to its liability under the indemnities in Clause 10 for such period\n as Lessor may reasonably require (but in any event for not more than\n two years following the Final Expiry Date or until completion of the\n next C Check (or equivalent check) with respect to the Aircraft\n (whichever is the earlier to occur)) which provides for each\n Indemnitee to be named as additional insured. Lessee's obligation in\n this Clause shall not be affected by Lessee ceasing to be lessee of\n the Aircraft and/or any of the Indemnitees ceasing to have any\n interest in respect of the Aircraft.\n\n10. INDEMNITY\n\n 10.1 GENERAL:", "source": "agreement_26.md" }, { "id": "1061", "text": "10. INDEMNITY\n\n 10.1 GENERAL:\n\n Lessee agrees to defend, indemnify and hold harmless the\n Indemnitees, on demand and on an After-Tax Basis, from and against\n any and all Losses (regardless of when the same is made or incurred,\n whether before, during or after the Term):\n\n 87\n\n\n (a) which may at any time be imposed, incurred, suffered or\n asserted, directly or indirectly as a result of or connected\n with the possession, delivery, performance, management,\n ownership or possession, registration, control, maintenance,\n condition, service, repair, overhaul, leasing, use, operation,\n modification, insurance, inspection, testing, design,\n sublease, condition or return of, or other matters relating\n to, the Aircraft, any Engine or Part (either in the air or on\n the ground) whether or not such Losses may be attributable to\n any defect in the Aircraft, any Engine or any Part, whether or\n not discoverable, or to its design, testing or use or\n otherwise, and regardless of when the same arises or whether\n it arises out of or is attributable to any act or omission,\n negligent or otherwise, of any Indemnitee or to strict\n liability; or\n\n (b) which without duplication of recovery arise out of any act or\n omission which invalidates or which renders voidable any of\n the Insurances; or\n\n (c) which without duplication of recovery may at any time be\n suffered or incurred as a consequence of (i) any design,\n article or material in the Aircraft, any Engine or any Part,\n including any defect in design and regardless of whether it is\n discoverable; or (ii) its operation or use during the Term\n hereof constituting an infringement of patent, copyright,\n trademark, design or other proprietary right; or", "source": "agreement_26.md" }, { "id": "1062", "text": "(d) which may at any time be suffered or incurred, directly or\n indirectly, as a result of any breach by Lessee of any of its\n obligations under this Agreement.\n\n but excluding any Losses in relation to a particular Indemnitee to\n the extent that such Losses:\n\n (i) are covered pursuant to any other indemnity provision of\n this Agreement or in respect of which Lessor has agreed\n to not seek reimbursement from Lessee pursuant to an\n express provision of this Agreement; or\n\n (ii) arise as a result of the gross negligence (other than\n gross negligence imputed to that Indemnitee by reason of\n its interest in the Aircraft or this Agreement), willful\n misconduct of that Indemnitee or any Indemnitee or\n breach of any representation, warranty or obligation\n hereunder or under any other Transaction Document; or\n\n (iii) consists of Taxes (but without prejudice to any\n Indemnitee's rights under any other provision of this\n Agreement relating to Taxes); or\n\n (iv) arise as a result of a Lessor Lien; or\n\n 88\n\n\n (v) represents or constitutes ordinary and usual operation\n or overhead expenses of such Indemnitee, except to the\n extent that the same arise on the occurrence of an Event\n of Default; or\n\n (vi) is attributable to an event or circumstances which occur\n after the Final Expiry Date unless such Loss results\n from, or arises out of, any act, omission or\n circumstance existing during the Term; or", "source": "agreement_26.md" }, { "id": "1063", "text": "(vii) are attributable to the sale, assignment or other\n transfer (voluntary or involuntary) of all or part of\n any Indemnitee's interest in or to the Aircraft, any\n Engine or Part, this Agreement or any Transaction\n Document other than a sale, assignment or other transfer\n required by the terms of a Transaction Document, arising\n as a result of or otherwise in connection with an Event\n of Default or an Event of Loss or if requested by, or\n consented to, by Lessee; or\n\n (viii) are costs or expenses of entering into amendments to\n this Agreement and/or other Transaction Documents not\n required by the terms of a Transaction Document, and not\n requested by, or consented to, by Lessee.\n\n 10.2 NOTIFICATION:\n\n Lessor shall promptly notify Lessee in writing of any matter for\n which Lessee is obligated to indemnify under this Clause 10 (each a\n \"Claim\"); provided, however, the delay or failure of Lessor to give\n notice to Lessee in accordance with this Clause 10.2 will not\n discharge or release Lessee from any of its indemnity obligations\n under Clause 10.1 except, and only to the extent, that such delay or\n failure was attributable to circumstances which were, given\n reasonable diligence, impractical or impossible for Lessor to avoid\n and results in a material increase in the amount which Lessee is\n required to indemnify, materially prejudices or precludes Lessee's\n right to defend any such Claim or results in material, additional\n obligations for Lessee in defending against any suit or proceeding\n relating to such matter.\n\n 10.3 CONTEST:", "source": "agreement_26.md" }, { "id": "1064", "text": "10.3 CONTEST:\n\n Lessor and Lessee will consult with one another to consider what\n action may properly be taken to defend or otherwise resist or\n mitigate any Claim. Provided no Default or Event of Default shall\n have occurred and be continuing, Lessee shall, following such\n consultation, have the right to assume and conduct promptly and\n diligently the defense of the relevant Indemnitee with respect to\n such Claim, and no Claim will be settled by an Indemnitee without\n the prior written consent of Lessee (not to be unreasonably withheld\n or delayed), provided that:\n\n (a) Lessee shall have consulted, and shall continue to consult,\n with Lessor as to the defense and conduct thereof;\n\n 89\n\n\n (b) Lessee shall have made, and continue to make, adequate\n provision or reserve with respect to such Claim and any\n associated costs and expenses (in accordance with GAAP) and\n shall have fully indemnified or agreed to indemnify the\n Indemnitees for all costs, liabilities, expenses or damages on\n an After Tax Basis arising as a result of such Claim or its\n defense by Lessee of such Indemnitee pursuant to this Clause;\n provided, however, that Lessee shall not be bound by such an\n agreement to indemnify to the extent that it is established\n that, in accordance with the terms of this Clause 10, that\n Lessee is not liable to such Indemnitees in respect of such\n Claim.", "source": "agreement_26.md" }, { "id": "1065", "text": "(c) without prejudice to Lessee's continued right to contest any\n Claim, no Indemnitee shall be prevented by this Clause 10.3\n from settling or paying any Claim immediately if such\n Indemnitee is required by applicable law to do so but such\n Indemnitee shall pay over to Lessee any amount paid by Lessee\n by way of indemnity in respect of such settlement or payment\n which is later refunded to such Indemnitee if (i) Lessee\n agrees that it was liable for such claim under this Clause 10\n and (ii) Lessee establishes that it would have been successful\n in respect of such contest and (iii) no Default has occurred\n and is continuing, and if a Default shall have occurred and be\n continuing the same shall be retained by Lessor until such\n Default (and any other Default) shall have been cured then\n promptly paid to Lessee to the extent not applied in\n satisfaction of Lessee's obligations in respect of any\n Default; and\n\n Lessor shall be entitled, upon consultation with and prior written\n notice to Lessee, to terminate Lessee's participation in the defense\n of a Claim where an act or omission of Lessee indicates that the\n interests of any Indemnitee have a reasonable likelihood of being\n materially adversely prejudiced by Lessee's continued participation\n in the defense of such Claim.\n\n 10.4 SUBROGRATION:\n\n Upon payment in full to an Indemnitee of any demand for\n indemnification under this Agreement, Lessee will be subrogated to\n any rights and remedies of such Indemnitee in respect of the Loss in\n respect of which such payment has been made (a \"Subrogated Claim\")\n and without warranty as to the enforceability of such rights, and\n subject to the following provisions:", "source": "agreement_26.md" }, { "id": "1066", "text": "(a) such Indemnitee shall, at the sole cost and expense of Lessee,\n assist Lessee in any manner reasonably requested by Lessee for\n the purpose of enforcing and obtaining the rights and benefits\n intended to be conferred by this Clause 10.4 upon Lessee;\n\n 90\n\n\n (b) Lessee shall keep Lessor fully informed of any Subrogated\n Claim by Lessee, shall consult with Lessor regarding the\n conduct of such Subrogated Claim; and\n\n Unless doing so would materially prejudice Lessee's ability to\n recover on such Subrogated Claim, Lessee shall pursue any Subrogated\n Claim in its own name, as subrogee to the rights thereto.\n\n 10.5 DURATION:\n\n The indemnities contained in this Agreement will continue in full\n force after the Final Expiry Date.\n\n11. EVENTS OF LOSS\n\n 11.1 EVENTS OF LOSS\n\n (a) PRE-DELIVERY: If an Event of Loss occurs prior to delivery of\n the Aircraft to Lessee, this Agreement will immediately\n terminate and except as expressly stated in this Agreement\n neither party will have any further obligation or liability\n under this Agreement other than pursuant to Clause 15.8,\n except that Lessor will refund to Lessee the amount of any\n Security Deposit and any other amounts paid by or on behalf of\n Lessee under this Agreement; and", "source": "agreement_26.md" }, { "id": "1067", "text": "(b) POST-DELIVERY: If an Event of Loss occurs after delivery of\n the Aircraft to Lessee, Lessee will pay the Agreed Value to\n Lessor on or prior to the earlier of (i) ninety (90) days\n after the Event of Loss; and (ii) the date of receipt of the\n insurance proceeds in respect of that Event of Loss. Subject\n to the rights of any insurers and reinsurers or other third\n party, upon irrevocable payment in full to Lessor of that\n amount and all other amounts which are then due and owing to\n Lessor under this Agreement, Lessor will without recourse or\n warranty (except as to the absence of Lessor Liens) procure\n that Owner shall transfer to Lessee all right, title and\n interest in and to the Aircraft, all on an as is, where is,\n basis, and will at Lessee's expense, execute and deliver such\n bills of sale and other documents and instruments as Lessee\n may reasonably request to evidence (on the public record or\n otherwise) the transfer and the vesting of Owner's rights in\n the Aircraft in Lessee, free and clear of (x) all rights of\n Owner and Lessor and (y) all Lessor Liens. The receipt by\n Lessor of the insurance proceeds in respect of the Event of\n Loss on or prior to the date required pursuant to this Clause\n 11.1(b) shall discharge Lessee from its obligation to pay the\n Agreed Value to Lessor, provided such proceeds are not less\n than the Agreed Value and are available to Lessor to be\n applied to pay such Agreed Value and any excess of insurance\n proceeds (and any other amounts if any, paid to Lessor by or\n on behalf of Lessee) over and above the Agreed\n\n 91", "source": "agreement_26.md" }, { "id": "1068", "text": "91\n\n\n Value, less any other amounts due and owing on the date of\n payment of the Agreed Value by Lessee to Lessor hereunder,\n shall be promptly refunded to Lessee or as otherwise required\n by law. If the insurance proceeds are paid initially to Lessee\n and not to Lessor, they may be retained by Lessee if Lessee\n shall have paid the Agreed Value and all other amounts then\n due and owing to Lessor, otherwise Lessee shall pay the Agreed\n Value to Lessor immediately upon the receipt by Lessee of such\n proceeds. If Lessee pays the Agreed Value and all other\n amounts due and owing to Lessor in accordance with this Clause\n 11.1(b), Lessor shall promptly assign (and shall procure that\n Owner assigns) to Lessee its rights under the Insurances to\n receive the insurance proceeds in respect of the Event of Loss\n (to the extent that such proceeds shall not have been paid to\n Lessee). Additionally, but without duplication, upon receipt\n by Lessor of the Agreed Value and any other amounts then due\n and owing by Lessee hereunder following an Event of Loss,\n Lessor shall pay or cause to be paid to Lessee amounts equal\n to any amounts held by Lessor or to its order as Supplemental\n Rent less any portion thereof theretofore applied or paid by\n Lessor to Lessee or its order in accordance with the terms and\n provisions of this Agreement.\n\n 11.2 REQUISITION:\n\n During any requisition for use or hire of the Aircraft, any Engine\n or Part which does not constitute an Event of Loss:", "source": "agreement_26.md" }, { "id": "1069", "text": "During any requisition for use or hire of the Aircraft, any Engine\n or Part which does not constitute an Event of Loss:\n\n (a) the Rent and other charges payable under this Agreement will\n not be suspended or abated either in whole or in part, and\n Lessee will not be released from any of its other obligations\n under this Agreement (other than operational obligations with\n which Lessee is unable to comply by virtue of the\n requisition); and\n\n (b) so long as no Default or Event of Default has occurred and is\n continuing, Lessee will be entitled to any hire or other\n compensation paid by the requisitioning authority during the\n Term. Lessee will, as soon as practicable after the end of any\n such requisition, cause the Aircraft to be put into the\n condition required by this Agreement. Lessor will be entitled\n to all compensation payable by the requisitioning authority in\n respect of any change in the structure, state or condition of\n the Aircraft arising during the period of requisition, and\n Lessor will apply such compensation in reimbursing Lessee for\n the cost of complying with its obligations under this\n Agreement in respect of any such change; provided, however, if\n any Default or Event of Default has occurred and is\n continuing, Lessor may apply the compensation or hire in or\n towards settlement of any amounts owing by Lessee under this\n Agreement or the other Transaction Documents and any excess\n thereof shall be applied as described above.\n\n 92\n\n\n12. RETURN OF AIRCRAFT\n\n 12.1 RETURN:", "source": "agreement_26.md" }, { "id": "1070", "text": "92\n\n\n12. RETURN OF AIRCRAFT\n\n 12.1 RETURN:\n\n On the Final Expiry Date, Lessee will, unless an Event of Loss shall\n have occurred, at its expense, redeliver the Aircraft and Aircraft\n Documents to Lessor at the Redelivery Location, in a condition\n complying with Schedule 3, free and clear of all Security Interests\n and Permitted Liens (other than Lessor Liens).\n\n 12.2 FINAL INSPECTION:\n\n Immediately prior to redelivery of the Aircraft, Lessee will make\n the Aircraft available to Lessor for the Final Inspection, as set\n forth in Schedule 3.\n\n 12.3 NON-COMPLIANCE:\n\n (a) If at the time of completion of Final Inspection Lessee has\n not fully complied with its obligation to redeliver the\n Aircraft and Aircraft Documents to Lessor in the condition and\n status required under this Agreement (including Schedule 3\n hereto), or Lessee fails to make the Aircraft available to\n Lessor on a timely basis for inspection and redelivery\n pursuant to Clause 12.1 and Schedule 3 hereto, the Term may\n be, upon written notice by Lessor acting in good faith in this\n regard, extended up to the time when the Aircraft has been\n redelivered to Lessor in full compliance with this Agreement,\n for the sole purpose of enabling such non-compliance or\n failure to be promptly rectified, and during such extension\n period:\n\n (i) Lessee shall not use the Aircraft in flight operations\n except those related directly to the redelivery of the\n Aircraft to Lessor;\n\n (ii) all Lessee's obligations and covenants under this\n Agreement will remain in full force until Lessee so\n redelivers the Aircraft\n\n (iii)", "source": "agreement_26.md" }, { "id": "1071", "text": "(iii)\n\n (A) if such extension is due to any act or omission of\n Lessor or any Person claiming through Lessor,\n Lessee shall not be obligated to pay Rent during\n such extension period and Lessor shall promptly\n after receipt of an invoice, reimburse Lessee for\n any and all out-of-pocket expenses incurred for\n the maintenance of Insurances, maintenance,\n storage, testing, inspection, repair and parking\n of the Aircraft to the extent such expenses are\n attributable to any such act or omission of\n Lessor, or\n\n 93\n\n\n (B) otherwise, Lessee shall pay Rent to Lessor during\n such extension period at a rate per month equal to\n the amount of Rent payable in respect of the last\n scheduled Rental Period at a rate per month equal\n to the Rent payable in respect of the last\n scheduled Rental Period plus, after the first ten\n (10) days of such extension period, thirty-five\n percent (35%) prorated for actual time elapsed.\n\n (b) Unless otherwise agreed by Lessee and Lessor any extension of\n the Term under this Clause 12.3 (other than an extension\n arising as a result of an act or omission of Lessor, Owner or\n Beneficiary) shall not prejudice Lessor's right to treat such\n non-compliance or failure as an Event of Default at any time,\n and to enforce such rights and remedies as may be available to\n Lessor in respect thereof under the terms of this Agreement or\n applicable law. Without limiting the generality of the\n foregoing, Lessee's Rent obligation under Clause 12.3(a)(iii)\n above shall be without prejudice to (but without duplication\n of) Lessor's rights under Clause 13; and", "source": "agreement_26.md" }, { "id": "1072", "text": "(c) Lessor may elect (either on first tender of the Aircraft by\n Lessee or at any time during the said extension period) to\n accept redelivery of the Aircraft notwithstanding\n non-compliance with Clause 12.1 or Schedule 3, in which case\n Lessee will indemnify Lessor on an After-Tax Basis, and\n provide cash to Lessor (in an amount satisfactory to Lessor\n acting reasonably) as security for that indemnity in respect\n of the actual cost to Lessor of putting the Aircraft into the\n condition required by this Agreement based upon reasonable\n prevailing market labor rates and costs of materials.\n\n 12.4 ACKNOWLEDGEMENT:\n\n Provided Lessee has complied with its obligations under this Clause\n 12 (including Schedule 3), upon redelivery of the Aircraft by Lessee\n to Lessor at the Redelivery Location, Lessor will deliver to Lessee\n an acknowledgement confirming that Lessee has redelivered the\n Aircraft to Lessor in accordance with this Clause 12 (including\n Schedule 3).\n\n 12.5 REDELIVERY MAINTENANCE ADJUSTMENT:\n\n On the Final Expiry Date, Lessee shall make maintenance adjustment\n payments to Lessor on an After-Tax Basis in accordance with Part 3\n of Schedule 3 hereto.\n\n 12.6 EXPORT DOCUMENTS:\n\n Upon redelivery Lessee shall provide to Lessor all documents\n necessary to export the Aircraft from the Habitual Base (including,\n without limitation, a valid and subsisting export license for the\n Aircraft if required by the relevant Governmental Authorities of the\n Habitual Base) and required in relation to the deregistration of the\n Aircraft with the Air Authority.\n\n 94\n\n\n 12.7 MAINTENANCE PROGRAM", "source": "agreement_26.md" }, { "id": "1073", "text": "94\n\n\n 12.7 MAINTENANCE PROGRAM\n\n Prior to the Final Expiry Date and upon Lessor's request, Lessee\n shall provide Lessor or its agent reasonable access to the Aircraft\n Documents (including without limitation all completed maintenance\n records) and the Approved Maintenance Program as updated and\n maintained by Lessee up to the date of redelivery in order to\n facilitate the Aircraft's integration into any subsequent operator's\n fleet including a cross-reference of Lessee's Approved Maintenance\n Program items including task-cards to the MRB (Maintenance Review\n Board) or Manufacturer's Maintenance Planning Document items, as\n appropriate.\n\n 12.8 FUEL:\n\n Upon redelivery of the Aircraft to Lessor, an adjustment shall be\n made in favor of Lessor or Lessee, as the case may be, in respect of\n fuel on board on the Delivery Date and the Final Expiry Date at the\n lower of the price then prevailing or then available at the\n Redelivery Location.\n\n13. DEFAULT\n\n 13.1 EVENTS:\n\n Each of the following events will constitute an Event of Default\n (whether the occurrence of any such events is voluntary or\n involuntary or occurs by operation of law or pursuant to or in\n compliance with any judgment, decree or order of any court or any\n order, rule or regulation of any Government Entity):\n\n (a) NONPAYMENT: Lessee fails to make any payment of Security\n Deposit, Rent, Supplemental Rent or Agreed Value or any\n payment pursuant to Clause 12.5 within three (3) Business Days\n following the due date or, in the case of other sums payable\n to Lessor or any other Indemnitee, within ten (10) Business\n Days following the date of receipt of demand therefor or the\n date otherwise due in accordance with this Agreement;", "source": "agreement_26.md" }, { "id": "1074", "text": "(b) INSURANCE: Lessee fails to comply with any provision of Clause\n 9 or any insurance required to be maintained under this\n Agreement is cancelled or terminated or notice of cancellation\n is given in respect of any such insurance and no substitute\n insurance meeting the requirements of Clause 9 and Schedule 4\n of this Agreement has been procured;\n\n (c) BREACH: Lessee fails to comply with any provision of this\n Agreement that is not otherwise addressed in this Clause 13.1\n and, if such failure is capable of remedy, the failure\n continues for 30 days after receipt by Lessee of notice from\n Lessor to Lessee;\n\n (d) REPRESENTATION: any representation or warranty made (or deemed\n to be repeated) by Lessee in or pursuant to this Agreement is\n or proves to have\n\n 95\n\n\n been incorrect in any material respect when made or deemed to\n be repeated and, if such incorrectness is capable of remedy,\n the same continues for 30 days after receipt of notice by\n Lessee from Lessor;\n\n (e) CROSS DEFAULT:\n\n (i) Financial Indebtedness of Lessee having a principal\n amount in the aggregate in excess of the Cross-Default\n Amount (or the equivalent thereof in other currencies)\n is or are not paid when due or within any originally\n agreed upon applicable grace period relating thereto; or\n\n (ii) any such Financial Indebtedness becomes due prior to the\n date when it would otherwise have become due as a result\n of an event of default (howsoever described); or\n\n (iii) any event of default, howsoever described, occurs under\n any Other Agreement; or", "source": "agreement_26.md" }, { "id": "1075", "text": "(iii) any event of default, howsoever described, occurs under\n any Other Agreement; or\n\n (iv) any event of default, howsoever described, occurs under\n any aircraft lease agreement in which Lessee is lessee\n and as a result thereof a dispossessory remedy is\n exercised by or on behalf of the lessor; provided that,\n should the relevant event of default not relate to\n payment of rent under such lease, such exercise of a\n dispossessory remedy is not frivolous or vexatious under\n prevailing circumstances.\n\n (f) BANKRUPTCY, ETC.:\n\n (i) Lessee or Guarantor shall consent to, or commence any\n case, proceeding or other action seeking, the\n appointment of a custodian, receiver, trustee,\n liquidator or other similar official of itself or of a\n substantial part of its property, or shall admit in\n writing its inability to pay its debts generally as they\n come due, or shall suspend payments on its indebtedness\n or a moratorium shall be declared in respect of all or a\n substantial part of the indebtedness of Lessee or\n Guarantor, or a court of competent jurisdiction shall\n determine that Lessee or Guarantor is generally not\n paying its debts as such debts become due, or Lessee or\n Guarantor shall make a general assignment for the\n benefit of creditors; or\n\n (ii) Lessee or Guarantor shall file a voluntary petition in\n bankruptcy or a voluntary petition or an answer seeking\n reorganization, suspension of payments (suspension de\n pagos) or relief with respect to it in a proceeding\n under any bankruptcy or insolvency or other similar laws\n (as now or hereafter in effect) or an answer admitting\n the material allegations of a petition filed against\n Lessee\n\n 96", "source": "agreement_26.md" }, { "id": "1076", "text": "96\n\n\n or Guarantor in any such proceeding, or Lessee or\n Guarantor shall, by voluntary petition, answer or\n consent, seek relief under the provisions of any now\n existing or future bankruptcy, insolvency, liquidation,\n receivership, administrative receivership,\n administration, suspension of payments or other similar\n law providing for the reorganization or winding-up of\n debtors, or providing for an agreement, composition,\n extension or adjustment with its creditors; or\n\n (iii) if the Lessee or Guarantor convenes a general meeting of\n its creditors with a view to a general readjustment or\n general rescheduling of its indebtedness (or a\n substantial part thereof); or\n\n (iv) if the Lessee or Guarantor becomes or is declared\n insolvent (en quiebra) or in suspension of payments\n (suspension de pagos) or any application is made to any\n court for the Lessee or Guarantor to be declared\n insolvent (en quiebra) or in suspension of payments\n (suspension de pagos) or the Lessee or Guarantor is\n deemed for the purposes of any law of The Republic of\n Panama to be unable to pay its debts as they fall due or\n to be insolvent; and in the case of any such event which\n occurs without the consent of the Lessee, a period of 60\n days shall have elapsed without such event being cured,\n dismissed, stayed or eliminated; or", "source": "agreement_26.md" }, { "id": "1077", "text": "(v) an order, judgment or decree shall be entered in any\n proceeding by any court of competent jurisdiction\n appointing, without the consent of Lessee or Guarantor,\n a custodian, receiver, trustee, liquidator or other\n similar official of Lessee or Guarantor or any\n substantial part of its property, or sequestering any\n substantial part of the property of Lessee or Guarantor\n (other than for the purposes of amalgamation, merger or\n reorganization not involving or arising out of\n insolvency), and any such order, judgment or decree or\n appointment or sequestration shall remain in force\n undismissed, unstayed or unvacated for a period of 60\n days after the date of entry thereof; or\n\n (vi) a petition against Lessee or Guarantor in a proceeding\n under applicable bankruptcy, insolvency or other similar\n laws, as now or hereafter in effect, shall be filed and\n shall not be stayed, withdrawn or dismissed within 60\n days thereafter, or if, under the provisions of any law\n providing for reorganization or winding-up of debtors\n which may apply to Lessee or Guarantor, any court of\n competent jurisdiction shall assume jurisdiction,\n custody or control of Lessee or Guarantor of any\n substantial part of its property and such jurisdiction,\n custody or control shall remain in force\n\n 97\n\n\n unrelinquished, unstayed or unterminated for a period of\n 60 days; or", "source": "agreement_26.md" }, { "id": "1078", "text": "97\n\n\n unrelinquished, unstayed or unterminated for a period of\n 60 days; or\n\n (vii) any additional proceeding similar to those referred to\n in paragraph (i), (ii), (iii), (iv), (v) or (vi) above\n for the relief of financially distressed debtors under\n the laws of the United States or The Republic of Panama\n or any other jurisdiction is instituted, taken or\n commenced by or against Lessee or Guarantor, voluntarily\n or involuntarily, and if involuntarily, has not been\n stayed or dismissed within 60 days.\n\n (g) SUSPENSION OF BUSINESS: Lessee ceases to operate as a\n regularly scheduled air carrier or suspends such operations\n for a period in excess of ninety (90) days other than as a\n result of war, insurrection, acts of terrorism, acts of God\n (such as fires, floods or earthquakes), labor strife or strike\n or regulatory order affecting all similarly situated operators\n of similar aircraft or all aircraft of the same type and\n vintage as the Aircraft; or\n\n (h) DISPOSAL: Lessee disposes, conveys or transfers all or\n substantially all of its assets, liquidates or dissolves or\n consolidates or merges with any other Person (whether by one\n or a series of transactions, related or not) except as\n permitted in Clause 8.8(c); or\n\n (i) DELIVERY: Lessee fails to accept delivery of the Aircraft when\n validly tendered pursuant to this Agreement by Lessor; or\n\n (j) REDELIVERY: Lessee fails to return the Aircraft to Lessor on\n the Final Expiry Date in accordance with Clause 12 and\n Schedule 3, except as otherwise provided in Sub-Clause 12.3;\n or", "source": "agreement_26.md" }, { "id": "1079", "text": "(k) LITIGATION: a judgment for the payment of money not covered by\n insurance in excess of the Cross-Default Amount (or the\n equivalent thereof in other currencies) shall be rendered\n against Lessee or Guarantor and the same shall remain\n undischarged for a period of sixty (60) days, unless during\n such period, execution of such judgment shall have been\n effectively stayed by agreement of the parties involved or by\n court order or such judgment shall have been adequately\n bonded; or\n\n (l) ASSIGNMENT/TRANSFER/SUBLEASE: Lessee makes or permits any\n assignment or transfer of Lessee's interest in this Agreement,\n or of Lessee's right to possession of the Aircraft or the\n Airframe, or Lessee subleases the Aircraft, the Airframe or\n any Engine, in any case except as expressly permitted or\n required in this Agreement; or\n\n (m) ARREST/ATTACHMENT: Any arrest is made, or any attachment or\n other kind of judicial lien over the Aircraft is registered\n (excluding an attachment or\n\n 98\n\n\n judicial lien which constitutes a Permitted Lien), and such\n arrest, attachment or judicial lien is not discharged by\n Lessee within 60 days thereafter; or\n\n (n) APPROVALS: any consent, authorization, license, certificate or\n approval of or registration with or declaration to any\n Government Entity required in connection with this Agreement,\n including, without limitation:\n\n (i) any authorization required by Lessee to obtain and\n transfer freely dollars (or any other relevant currency)\n out of any relevant country; or\n\n (ii) any authorization required by Lessee to authorize, or\n required in connection with, the execution, delivery,\n validity, enforceability or admissibility in evidence of\n this Agreement or any other Transaction Document or the\n performance by Lessee of its obligations under this\n Agreement or any other Transaction Document; or", "source": "agreement_26.md" }, { "id": "1080", "text": "(iii) the registration of the Aircraft or the Aircraft's\n certificate of airworthiness; or\n\n (iv) any airline license or air transport license required by\n Lessee,\n\n is withheld, or is revoked, suspended, cancelled, withdrawn,\n terminated or not renewed, or otherwise ceases to be in full force\n (other than, in the case of subclause (iii) above, as a result of\n any act or omission of Lessor or any party claiming by or through\n Lessor not resulting from an act or omission of the Lessee) and is\n not, as applicable, restored, replaced, returned, re-granted or\n renewed within sixty (60) days; or\n\n (o) ADVERSE CHANGE: any event or series of events occurs which, in\n the reasonable opinion of Lessor, might reasonably be expected\n to have a material adverse effect on the financial condition\n or operations of Lessee or on the ability of Lessee to comply\n with its obligations under this Agreement; or\n\n (p) UNLAWFUL: it is or becomes unlawful for Lessee (other than as\n a result of any act or omission of Lessor or any Person\n claiming by or through Lessor not attributable to an act or\n omission of Lessee) to perform any of its obligations under\n this Agreement or any other Transaction Document, or this\n Agreement or any other Transaction Document is or becomes\n wholly or partly invalid or unenforceable and the same\n continues for a period in excess of sixty (60) days; or\n\n (q) CHANGE OF CONTROL: Any Person or group of Persons acquires\n control of Lessee without the prior consent of Lessor, which\n consent shall not be\n\n 99", "source": "agreement_26.md" }, { "id": "1081", "text": "99\n\n\n unreasonably withheld or delayed. This Section 13.1(q) shall\n not apply in the event that a current shareholder or Affiliate\n of Lessee acquires control of Lessee. As used herein, the term\n \"control\" shall mean the direct or indirect right to control\n in excess of 50% of the voting shares of Lessee.\n\n 13.2 RIGHTS AND REMEDIES:\n\n If an Event of Default occurs, Lessor may at its option (and without\n prejudice to any of its other rights under this Agreement), at any\n time thereafter so long as the same shall be continuing (without\n notice to Lessee except as specified or required under applicable\n law):\n\n (a) by notice to Lessee and with immediate effect cancel the\n leasing of the Aircraft (but without prejudice to the\n continuing obligations of Lessee under this Agreement),\n whereupon the Lease Term and all rights of Lessee under this\n Agreement shall cease; and/or\n\n (b) proceed by appropriate court action or actions to enforce\n performance of this Agreement including the payment of all\n Rent and all other amounts payable to Lessor or any Indemnitee\n pursuant to the terms of this Agreement; and/or\n\n (c) proceed by appropriate court action or actions to recover\n damages for the breach of this Agreement which shall include:", "source": "agreement_26.md" }, { "id": "1082", "text": "(c) proceed by appropriate court action or actions to recover\n damages for the breach of this Agreement which shall include:\n\n (i) all Rent and other amounts which are or become due and\n payable under this Agreement prior to (A) in the case of\n clause (ii)(a) below, the date Lessor re-leases the\n Aircraft, (B) in the case of clause (ii)(b) below\n (unless the proviso thereto is applicable), the date\n Lessor is tendered or obtains possession of the\n Aircraft, and (C) otherwise, the date Lessor specifies\n for payment of the amounts determined pursuant to this\n clause (c); or, in any case, if earlier, (x) the date on\n which Lessee tenders full payment of the amounts\n determined as provided in this clause (c), or (y) the\n date on which Lessor obtains or is tendered possession\n of the Aircraft (such applicable date, the \"Reference\n Date\");\n\n (ii) an amount (the \"Mitigated Rent Amount\") equal to the\n aggregate Rent for the remainder of the Term (determined\n without reference to any right of Lessor to cancel the\n leasing of the Aircraft, whether or not such right is\n exercised), discounted periodically (equal to\n installment frequency) to present worth at the Discount\n Rate to the Reference Date, less the applicable amount,\n if any, set forth below:\n\n (a) in the event that Lessor has re-let the Aircraft\n on terms (other than rental payment terms) which,\n taken as a whole, Lessor reasonably regards as\n being substantially similar to\n\n 100", "source": "agreement_26.md" }, { "id": "1083", "text": "100\n\n\n the terms of this Agreement, an amount equal to\n the aggregate basic rental payments to become due\n under such re-lease for the period coinciding with\n the remainder of the Term (determined without\n reference to any right of Lessor to cancel the\n leasing of the Aircraft, whether or not such right\n is exercised), discounted periodically (equal to\n installment frequency) to present worth at the\n Discount Rate to the Reference Date; or\n\n (b) in the event that Lessor elects to retain the\n Aircraft or has sold the Aircraft or has re-let\n the Aircraft on terms (other than rental payment\n terms) which, taken as a whole, Lessor does not\n reasonably regard as being substantially similar\n to the terms of this Agreement, an amount equal to\n the fair market rental value (determined pursuant\n to the Appraisal Procedure) of the Aircraft for\n the period commencing with the date that Lessor\n reasonably anticipates that the Aircraft could be\n re-let at such rental rate and ending with the\n date that the Term was scheduled to expire\n (determined without reference to any right of\n Lessor to cancel the leasing of the Aircraft,\n whether or not such right is exercised),\n discounted periodically (equal to installment\n frequency) to present worth at the Discount Rate\n to the Reference Date; provided that, if Lessor is\n unable after reasonable effort to dispose of the\n Aircraft or if circumstances reasonably indicate\n that such effort will not be availing, the\n Mitigated Rent Amount shall be determined pursuant\n to clause (ii) above without subtracting any\n amounts pursuant to this clause (b);", "source": "agreement_26.md" }, { "id": "1084", "text": "(iii) all costs, expenses and other incidental damages\n incurred by Lessor in exercising its remedies hereunder\n or otherwise incurred by Lessor as a result of an Event\n of Default, including repossession costs, legal fees,\n Aircraft storage, preservation, shipment, repair,\n refurbishment, modification, maintenance and insurance\n costs, Aircraft re-lease or sale costs (including any\n costs incurred prepare the Aircraft for sale or lease,\n advertising costs, sale or lease costs (including\n commissions), in any way relating to the Aircraft or any\n Part, including to put the Aircraft in the condition\n required in Clause 12 and Schedule 3, or in the\n Redelivery Location, all such costs and incidental\n damages being referred to herein collectively as\n \"Enforcement and Remarketing Costs\";\n\n (iv) without duplication, any loss, cost, expense or damage\n to Lessor's residual interest in the Aircraft, incurred\n by Lessor due to Lessee's failure to maintain the\n Aircraft in accordance with the terms of this Agreement\n or Lessee's failure to redeliver the Aircraft in the\n\n 101\n\n\n condition required by this Agreement, if any, including\n any consequential loss of revenue or profits, all such\n amounts being referred to herein collectively as\n \"Aircraft Condition Damages\"; and\n\n (v) without duplication, any premium, penalty or incremental\n expense which may be incurred as a result of such Event\n of Default in repaying funds received by Lessor to\n finance the Aircraft or in unwinding any financial\n instrument relating in whole or in part to Lessor's\n financing of the Aircraft, all such amounts being herein\n referred to collectively as \"Unwind Expenses\";", "source": "agreement_26.md" }, { "id": "1085", "text": "provided, however, that if the measure of damages provided in\n clauses (i)-(v) above is inadequate to place Lessor in the\n same economic position, on an After-Tax Basis, as Lessor would\n have been in if Lessee had timely performed each of its\n obligations under this Agreement, then Lessor shall be\n entitled to recover as damages such additional amount, giving\n due credit for payments or proceeds of dispositions of the\n Aircraft, as is necessary to place Lessor in such economic\n position; and/or\n\n (d) either:\n\n (i) enter upon the premises where all or any part of the\n Aircraft and/or any Engine is located and take immediate\n possession of and, at Lessor's sole option, remove the\n same, all without liability accruing to Lessor for or by\n reason of such entry or taking of possession whether for\n the restoration of damage to property, conversion or\n otherwise, caused by such entry or taking, except\n damages caused by Lessor's gross negligence or willful\n misconduct; or\n\n (ii) by delivering notice to Lessee, require Lessee to\n redeliver the Aircraft and/or any Engine to Lessor at\n the Redelivery Location on the date specified in such\n notice and in all respects in the condition required by\n this Agreement upon the return pursuant to Clause 12 (it\n being understood that Lessee shall not delay any such\n return for the purpose of placing the Aircraft and/or\n any Engine in such condition, but shall nevertheless be\n liable to Lessor for the failure of the Aircraft and/or\n any Engine to be in such condition); and/or", "source": "agreement_26.md" }, { "id": "1086", "text": "(e) sell at private or public sale, as Lessor may determine, or\n hold, use, operate or lease to others the Aircraft and/or any\n Engine as Lessor in its sole discretion may determine, all\n free and clear of any rights of Lessee as if this Agreement\n had not been entered into, it being agreed that Lessor shall\n have no obligation or duty to sell the Aircraft and/or any\n Engine and Lessor shall be obligated to attempt to re-lease\n the Aircraft only to the\n\n 102\n\n\n extent, if any, that it is required to do so under Article 2A\n of the UCC; and/or\n\n (f) by written notice to Lessee specifying a payment date (which\n shall be a date not earlier than five (5) Business Days\n following the date of such notice), Lessor may demand that\n Lessee pay to Lessor, and Lessee shall pay to Lessor on the\n payment date specified in such notice (in lieu of the Rent due\n for the period commencing after the date specified for payment\n in such notice) the sum of the following amounts:\n\n (i) all Rent and other amounts which are, or will become,\n due and payable under this Agreement prior to the\n Reference Date (references therein to clause (c) being\n deemed references to this clause (f));\n\n (ii) an amount equal to the Mitigated Rent Amount; and\n\n (iii) an amount equal to Lessor's reasonably anticipated\n Enforcement and Remarketing Costs, Unwind Expenses and\n Aircraft Condition Damages;", "source": "agreement_26.md" }, { "id": "1087", "text": "(iii) an amount equal to Lessor's reasonably anticipated\n Enforcement and Remarketing Costs, Unwind Expenses and\n Aircraft Condition Damages;\n\n provided, however, that if the measure of damages provided in\n clauses (i)-(ii) above is inadequate to place Lessor in the\n same economic position, on an After-Tax Basis, as Lessor would\n have been in if Lessee had timely performed each of its\n obligations under this Agreement, then Lessor shall be\n entitled to recover as damages such additional amount, giving\n due credit for payments or proceeds of dispositions of the\n Aircraft, as is necessary to place Lessor in such economic\n position; it being understood that (subject to any final\n non-appealable judgment of a court of competent jurisdiction),\n to the extent that any of the foregoing amounts in clause\n (iii) above represents an estimate by Lessor of losses,\n damages, costs or expenses which Lessor reasonably anticipates\n to incur, (x) Lessor shall adjust (upward or downward, as the\n case may be) the amount thereof as needed to reflect the\n actual amount of such losses, damages, costs or expenses\n incurred by Lessor when substantially all of such amounts\n become known to Lessor, but Lessee shall remain obligated to\n pay the amount demanded by Lessor in accordance with clause\n (iii) above (subject to such subsequent adjustment) and (y)\n notwithstanding the amount specified in such demand, Lessor\n shall be entitled to claim such other (and greater) amount as\n described in subclause (x) in any action against Lessee\n hereunder; and/or\n\n (g) draw upon the Security Deposit and apply such amounts to any\n amounts owing to Lessor hereunder,\n\n 103", "source": "agreement_26.md" }, { "id": "1088", "text": "(g) draw upon the Security Deposit and apply such amounts to any\n amounts owing to Lessor hereunder,\n\n 103\n\n\n In addition to the foregoing, Lessor shall be entitled to exercise\n such other rights and remedies as may be available under applicable\n law and Lessee shall be liable on an After-Tax Basis for, and shall\n pay Lessor on demand interest on all unpaid amounts at the Interest\n Rate, from the due date until the date of payment in full.\n\n Lessee hereby agrees that, in the event of the return to or\n repossession by Lessor of the Aircraft and/or any Engine or any\n Part, any rights in any warranty (express or implied) previously\n assigned to Lessee or otherwise held by Lessee shall without further\n act, notice or writing be assigned or reassigned to Lessor, if\n assignable, subject to the terms hereof.\n\n No remedy referred to in this Clause 13 is intended to be exclusive,\n but, to the extent permissible under this Agreement or under\n applicable law, each shall be cumulative and in addition to any\n other remedy referred to above or otherwise available to Lessor at\n law or in equity; and the exercise or beginning of exercise by\n Lessor of any one or more of such remedies shall not preclude the\n simultaneous or later exercise by Lessor of any or all of such other\n remedies; provided, however, that nothing in this Clause 13 shall be\n construed to permit Lessor to obtain a duplicate recovery of any\n element of damages to which Lessor is entitled or to obtain damages\n in excess of those permitted by law. No express or implied waiver by\n Lessor of any Default or Event of Default shall in any way be, or be\n construed to be, a waiver of any future or subsequent Default or\n Event of Default.\n\n 13.3 POWER OF ATTORNEY:", "source": "agreement_26.md" }, { "id": "1089", "text": "13.3 POWER OF ATTORNEY:\n\n Lessee hereby appoints Lessor as the attorney-in-fact of Lessee,\n with full authority in the place and stead of Lessee and in the name\n of Lessee or otherwise, for the purpose of carrying out the\n provisions of this Agreement in accordance with the terms and\n conditions hereof and taking any action and executing any instrument\n that Lessor may, acting reasonably, deem necessary or advisable to\n accomplish the purposes hereof (including, but not limited to, the\n return of the Aircraft and, upon termination or cancellation of this\n Agreement, the removal of this Agreement from public records);\n provided, however, that Lessor may only take action or execute\n instruments under this Clause 13 after an Event of Default has\n occurred and while it is continuing. Lessee hereby declares that the\n foregoing powers are granted for valuable consideration, constitute\n powers granted as security for the performance of the obligations of\n Lessee hereunder and are coupled with an interest and shall be\n irrevocable. Without limiting the generality of the foregoing or any\n other rights of Lessor under this Agreement, upon the occurrence and\n during the continuation of an Event of Default, Lessor shall have\n the sole and exclusive right and power to (i) settle, compromise,\n adjust or defend any actions, suits or proceedings relating to or\n pertaining to the Engine, any Part or this Agreement (other than\n suits between the parties hereto) and (ii) make proof of loss,\n appear in and prosecute any action arising from any policy or\n policies of insurance maintained pursuant to this Agreement, and\n settle, adjust or\n\n 104", "source": "agreement_26.md" }, { "id": "1090", "text": "104\n\n\n compromise any claims for loss, damage or destruction under, or take\n any other action in respect of, any such policy or policies, but, in\n no event, may settle any matter by means of an admission of\n liability on the part of Lessee unless required by law to do so.\n\n14. ASSIGNMENT\n\n 14.1 ASSIGNMENT BY LESSEE:\n\n LESSEE WILL NOT ASSIGN, DELEGATE OR OTHERWISE TRANSFER (VOLUNTARILY,\n INVOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE) ANY OF ITS RIGHTS\n OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT IN CONNECTION WITH A\n TRANSACTION PERMITTED BY CLAUSE 8.8(C), OR CREATE OR PERMIT TO EXIST\n ANY SECURITY INTEREST (OTHER THAN PERMITTED LIENS) OVER ANY OF ITS\n RIGHTS UNDER THIS AGREEMENT, AND ANY ATTEMPT TO DO SO SHALL BE NULL\n AND VOID.\n\n 14.2 ASSIGNMENT BY LESSOR:\n\n (a) Lessor or Owner may sell, assign or transfer all or any of\n their respective rights under this Agreement and in the\n Aircraft (a \"Transfer\") subject to compliance with the\n following conditions:\n\n (i) the proposed purchaser, assignee or transferee (the\n \"Transferee\") shall confirm, in favor of Lessee and\n Guarantor, in writing its undertaking to perform the\n obligations of Lessor under this Agreement and other\n Transaction Documents (including without limitation, all\n obligations in respect of any Security Deposit, proceeds\n of insurance and/or Supplemental Rent), to the extent\n the same arise on or after the effective date of\n Transfer and confirm Lessor's covenant of quiet\n enjoyment which confirmations shall be reasonably\n satisfactory to Lessee, whereupon Lessor or Owner, as\n the case may be, will be released from its obligations\n under this Agreement and the Participation Agreement;", "source": "agreement_26.md" }, { "id": "1091", "text": "(ii) the Transfer will not increase Lessee's and Guarantor's\n indemnity or other obligations (including with respect\n to withholding taxes) under this Agreement or the\n Guaranty, as applicable or diminish Lessee's rights\n under this Agreement (to be determined in each case at\n the time of such Transfer by applying all applicable\n laws as are in effect on the effective date of the\n Transfer or which have been enacted on or prior to such\n effective date but scheduled to come into effect\n thereafter); and\n\n (iii) unless an Event of Default has occurred and is\n continuing, Lessor shall be responsible for and pay (on\n or promptly after the time of\n\n 105\n\n\n such Transfer) Lessee's and Guarantor's legal and other\n costs incurred in respect of such Transfer;\n\n (iv) the Transferee shall not be in bankruptcy or similar\n proceedings at the time of the transfer;\n\n (v) no Transferee shall be an air carrier or Affiliate\n (other than a financial institution or credit company)\n of an air carrier in competition with Lessee and\n operating similar aircraft; and\n\n (vi) the Transferee shall confirm in writing its agreement to\n keep the trust structure, or another tax structure not\n materially adversely affecting the tax position of this\n Lessee, in place.\n\n (b) Notwithstanding any such Transfer, Lessor, Owner and\n Beneficiary will remain entitled to the benefit of each\n indemnity under this Agreement to the extent that any claim\n thereunder relates to any period prior to the effective date\n of such Transfer, and shall remain entitled to the benefit of\n the liability insurances effected pursuant to this Agreement\n for a period of two years following the effective date of such\n Transfer.", "source": "agreement_26.md" }, { "id": "1092", "text": "(c) Upon and subject to compliance by Lessor and any Transferee\n with the terms and conditions of Clause 14.2(a), Lessee shall\n execute and deliver in connection with such Transfer such\n documents and assurances (including a consent to the Transfer)\n and take such further action at Lessor's cost (unless an Event\n of Default has occurred and is continuing) as Lessor may\n reasonably request to establish or protect the rights and\n remedies created or intended to be created in favor of\n Transferee in connection with such Transfer.\n\n 14.3 GRANTS OF SECURITY INTERESTS:\n\n Lessor or Owner shall be entitled at any time after the Delivery\n Date to grant a Security Interest in the Aircraft or its right,\n title and interest in this Agreement (each, an \"Additional\n Mortgage\") in favor of any Financing Party (each, an \"Additional\n Mortgagee\") provided the same shall not result in an increase of\n Lessee's obligations or liabilities hereunder on the date of such\n transaction nor restrict Lessee's rights in respect of this\n Agreement or the Aircraft. In the case of any such grant by Lessor\n or Owner of an Additional Mortgage to an Additional Mortgagee in all\n or any portion of Lessor's or Owner's rights, title and interest in\n and to the Aircraft and this Agreement, subject to this Clause 14.3\n and to Lessee receiving a letter of quiet enjoyment substantially\n similar to Part 4 of Schedule 5 (and including the additional\n paragraphs set forth in Part 5 of Schedule 5 if the Additional\n Mortgage includes an Assignment (or such substantially similar\n wording as Lessor and Lessee may agree)) from such Additional\n Mortgage and notice of assignment in a form reasonably acceptable to\n Lessee, Lessee shall\n\n 106", "source": "agreement_26.md" }, { "id": "1093", "text": "106\n\n\n promptly, at the specific written request of Lessor, as the case may\n be, and with Lessor or Owner, as the case may be, paying all of\n Lessee's out-of-pocket costs and expenses execute an acknowledgement\n of assignment in such form as Lessor or Owner, as the case may be,\n may reasonably request.\n\n15. MISCELLANEOUS\n\n 15.1 SURVIVAL:\n\n All provisions of this Agreement constituting an obligation on the\n part of either party to indemnify the other party or any other\n Indemnitee shall survive the expiration or any termination or\n cancellation of this Agreement and shall continue in full force and\n effect.\n\n 15.2 WAIVERS, REMEDIES CUMULATIVE:\n\n The rights under this Agreement:\n\n (i) may be exercised as often as necessary;\n\n (ii) are cumulative and not exclusive of its rights under any\n law; and\n\n (iii) may be waived only in writing and specifically.\n\n Delay in exercising or nonexercise of any such right will not\n constitute a waiver of that right.\n\n 15.3 DELEGATION:\n\n Lessor may delegate to any Person or Persons all or any of the\n trusts, powers or discretions vested in it by these presents and any\n such delegation may be made upon such terms and conditions and\n subject to such regulations (including power to subdelegate) as\n Lessor in its absolute discretion thinks fit, provided no such\n delegation shall affect the rights, obligations or liabilities of\n Lessee or Guarantor.\n\n 15.4 CERTIFICATES:\n\n Save where expressly provided in this Agreement, any determination\n by Lessor (in accordance with the terms of this Agreement) as to any\n rate of interest payable under this Agreement will, in the absence\n of manifest error, be conclusive and binding on Lessee.\n\n 15.5 APPROPRIATION:", "source": "agreement_26.md" }, { "id": "1094", "text": "15.5 APPROPRIATION:\n\n If any sum paid or recovered in respect of the liabilities of Lessee\n under this Agreement is less than the amount then due, Lessor may\n apply that sum to amounts due under this Agreement in such\n proportions and order and generally in\n\n 107\n\n\n such manner as Lessor, acting reasonably, may determine and, upon\n written request, notify Lessee of such application.\n\n 15.6 SEVERABILITY:\n\n If a provision of this Agreement is or becomes illegal, invalid or\n unenforceable in any jurisdiction, that will not affect:\n\n (a) the legality, validity or enforceability in that jurisdiction\n of any other provision of this Agreement; or\n\n (b) the legality, validity or enforceability in any other\n jurisdiction of that or any other provision of this Agreement.\n\n 15.7 REMEDY:\n\n If Lessee fails to comply with any provision of this Agreement,\n Lessor may, without being in any way obliged to do so or responsible\n for so doing and without prejudice to the ability of Lessor to treat\n the noncompliance as a Default or an Event of Default, effect\n compliance on behalf of Lessee, whereupon Lessee shall become liable\n to pay immediately any sums expended by Lessor together with all\n costs and expenses (including legal costs) in connection therewith.\n\n 15.8 EXPENSES:\n\n (a) Each of Lessor and Lessee will pay its own expenses (including\n legal, professional, and out-of-pocket expenses) incurred or\n payable in connection with the negotiation, preparation, and\n execution of this Agreement;", "source": "agreement_26.md" }, { "id": "1095", "text": "(b) Without duplication of any other amounts payable by Lessee\n hereunder, Lessee will pay to Lessor promptly following demand\n all reasonable expenses (including legal, professional, and\n out-of-pocket expenses) related to any amendment to or\n extension of any other documentation in connection with, or\n the granting of any waiver or consent under, this Agreement\n which has been requested by Lessee;\n\n (c) Lessor will pay to Lessee promptly following demand all\n reasonable expenses (including legal, professional, and\n out-of-pocket expenses) related to any amendment to or\n extension of any other documentation in connection with, or\n the granting of any waiver or consent under, this Agreement\n which has been requested by Lessor unless the same arises out\n of, or is connected with, the occurrence of an Event of\n Default;\n\n (d) Without duplication of any other amounts payable by Lessee\n hereunder, Lessee will pay to Lessor promptly following demand\n all reasonable expenses (including legal and other costs)\n payable or incurred by Lessor in\n\n 108\n\n\n connection with the enforcement of or preservation of any of\n Lessor's rights under, this Agreement, or in respect of the\n repossession of the Aircraft; and", "source": "agreement_26.md" }, { "id": "1096", "text": "(e) Except as provided in clause 14.2(a)(ii), Lessee will pay to\n Lessor promptly following demand all reasonable expenses\n (including legal, survey and other costs) payable or incurred\n by Lessor in connection with (i) up to $2,000 with respect to\n the Trust Agreement and the tax structure of this transaction,\n and (ii) the filing or recording of this Agreement in the\n Country of Registration, the Habitual Base and other states\n (as appropriate given the operation of the Aircraft),\n including, in each case, the provision of legal opinions, tax\n advice (to the extent related to the Trust Agreement and the\n tax structure of this transaction), stamp duties, notarial\n fees, translations and registrations, if required by either\n Lessor or Lessee.\n\n All expenses payable pursuant to this Clause 15.8 will be paid in\n the currency in which they are incurred by Lessor or Lessee, as the\n case may be.\n\n 15.9 TIME OF ESSENCE:\n\n The time stipulated in this Agreement for all payments and for the\n performance of all other obligations under this Agreement will be of\n the essence of this Agreement.\n\n 15.10 NOTICES:\n\n All notices under, or in connection with, this Agreement will,\n unless otherwise stated, be given in writing by letter or facsimile.\n Any such notice is deemed effectively to be given as follows:\n\n (i) if by letter, when delivered;\n\n (i) if by facsimile, when transmitted and full transmission\n has been separately notified by telephone by the\n transmitting party.\n\n The address, facsimile and telephone numbers of Lessee and Lessor\n are as follows:", "source": "agreement_26.md" }, { "id": "1097", "text": "The address, facsimile and telephone numbers of Lessee and Lessor\n are as follows:\n\n Lessee: Address: Compania Panamena de Aviacion, S.A.\n Avenida Justo Arosemena y Calle 39\n Apartado 1572\n Panama 1, Republic of Panama\n Attn: Vice President - Finance\n Facsimile: 011.507.227.2522\n Telephone: 011.507.227.2623\n\n 109\n\n\n Lessor: Address: WELLS FARGO BANK NORTHWEST, N.A.\n 299 South Main Street\n Salt Lake City, Utah 84111\n\n Attn: Corporate Trust Department\n Facsimile: +1 (801) 246-5053\n Telephone: +1 (801) 246-5630\n\n 15.11 LAW AND JURISDICTION:\n\n (a) This Agreement is governed by the Governing Law including all\n matters of construction, validity and performance. This\n Agreement is delivered in the State of New York;", "source": "agreement_26.md" }, { "id": "1098", "text": "(b) Both parties agree that the Supreme Court of the County of New\n York, State of New York and the federal courts of the United\n States of America sitting in the Southern District of New York\n are to have jurisdiction to settle any disputes that may arise\n in connection with or arising out of the legal relationships\n established by this Agreement (including, without limitation,\n claims for set-off or counterclaim) and the other Transaction\n Documents or otherwise arising in connection with this\n Agreement and the other Transaction Documents. Both parties\n hereby irrevocably and unconditionally submit to the\n jurisdiction of the Supreme Court of the City of New York,\n State of New York and the federal courts of the United States\n of America sitting in the Southern District of New York. The\n submission to such jurisdiction shall not (and shall not be\n construed so as to) limit the rights of any party to take\n proceedings against any other party in any other court of\n competent jurisdiction, nor shall the taking of proceedings in\n any one or more jurisdictions preclude the taking of\n proceedings in any other jurisdiction, whether concurrently or\n not;\n\n (c) Nothing in this Clause limits the right of either party to\n bring proceedings against the other in connection with this\n Agreement:\n\n (i) in any other court of competent jurisdiction; or\n\n (ii) concurrently in more than one jurisdiction.\n\n (d) Each party irrevocably and unconditionally:\n\n (i) agrees that if the other party brings legal proceedings\n against it or its assets in relation to this Agreement\n no immunity from such legal proceedings (which will be\n deemed to include, to the extent available, suit,\n attachment prior to judgment, other attachment, the\n\n 110\n\n\n obtaining of judgment, execution or other enforcement)\n will be claimed by or on behalf of itself or with\n respect to its assets;", "source": "agreement_26.md" }, { "id": "1099", "text": "110\n\n\n obtaining of judgment, execution or other enforcement)\n will be claimed by or on behalf of itself or with\n respect to its assets;\n\n (ii) waives, and agrees not to assert, by way of motion, as a\n defense, or otherwise, in any such suit, action or\n proceeding, the defense of sovereign immunity, any claim\n that it is not personally subject to the jurisdiction of\n the above-named courts by reason of sovereign immunity\n or otherwise or that it is immune from any legal process\n (whether thorough service of notice, attachment prior to\n judgment, attachment in aid of execution, execution or\n otherwise) with respect to itself of its property, or\n any objection on the grounds of venue or forum non\n conveniens or any similar grounds; and\n\n (iii) consents generally in respect of any such proceedings to\n the giving of any relief or the issue of any process in\n connection with such proceedings including, without\n limitation, the making, enforcement or execution against\n any property whatsoever (irrespective of its use or\n intended use) of any order or judgment which may be made\n or given in such proceedings.\n\n (e) Each party:\n\n (i) irrevocably waives objection to the Supreme Court of the\n County of New York, State of New York and the federal\n courts of the United States of America sitting in the\n Southern District of New York on grounds of venue or\n inconvenient forum or otherwise as regards proceedings\n in connection with this Agreement; and\n\n (ii) agrees that a final (no longer appealable) judgment or\n order of a court of the State of New York or a federal\n court of the United States of America sitting in the\n Southern District of New York in connection with this\n Agreement is conclusive and binding on it and may be\n enforced against it in the courts of any other\n jurisdiction.", "source": "agreement_26.md" }, { "id": "1100", "text": "(f) EACH OF LESSEE AND LESSOR HEREBY IRREVOCABLY AND\n UNCONDITIONALLY WAIVES ANY ALL RIGHTS TO A JURY TRIAL IN\n RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING\n OUT OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR\n ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF\n THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE\n LESSOR/LESSEE RELATIONSHIP BEING ESTABLISHED), INCLUDING,\n WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF\n DUTY CLAIMS AND OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF\n LESSOR AND LESSEE REPRESENTS AND WARRANTS THAT IT VOLUNTARILY\n\n 111\n\n\n WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH ITS\n LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE AND THIS WAIVER\n SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,\n SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR THE OTHER\n TRANSACTION DOCUMENTS. IN THE EVENT OF LITIGATION, THIS CLAUSE\n MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT;", "source": "agreement_26.md" }, { "id": "1101", "text": "(g) The parties hereto agree that, in the event of non-compliance\n with any of its obligations under this Agreement by Lessee,\n Lessor may bring an action against Lessee in respect of such\n non-compliance under the laws of the state of New York or\n under the laws governing civil aviation of the Republic of\n Panama, or in any jurisdiction where Lessee or any of its\n assets may be found. Lessee acknowledges that the laws\n governing civil aviation of the Republic of Panama, in\n Articles 20 and 24 of Law 21 of January 29, 2003, authorize\n Lessor, in the event of non-compliance with any of its\n obligations under this Agreement by Lessee, to terminate this\n Agreement and take possession and material control of the\n Aircraft in accordance with the terms of this Agreement,\n without notice or judicial procedure; and\n\n (h) Lessee shall at all times maintain an agent for service of\n process in New York. Such agent shall be Corporate Service\n Company (CSC), 1133 Avenue of the Americas, Suite 3100, New\n York, New York 10036, and any claim form, judgment or other\n notice of legal process shall be sufficiently served on Lessee\n if delivered to such agent at its address for the time being.\n If for any reason, such agent no longer serves as agent of\n Lessee to receive service of process in New York, Lessee shall\n promptly appoint another agent and advise Lessor thereof.\n\n 15.12 SOLE AND ENTIRE AGREEMENT:", "source": "agreement_26.md" }, { "id": "1102", "text": "15.12 SOLE AND ENTIRE AGREEMENT:\n\n (a) ENTIRE AGREEMENT; AMENDMENTS: This Agreement and the other\n Transaction Documents are the sole and entire agreement\n between Lessor and Lessee in relation to the leasing of the\n Aircraft, and supersede all previous agreements in relation to\n that leasing. Any amendments hereto shall be made in writing\n and signed on behalf of Lessor and Lessee; and\n\n (b) TRUE LEASE: The parties intend and agree that this Agreement:\n\n (i) constitutes a \"true lease\" and not a \"security interest\"\n as defined in Section 1-201(37) of the UCC; and\n\n (ii) confers only a leasehold interest on Lessee in and to\n the Aircraft on and subject to the terms of this\n Agreement, and no ownership or\n\n 112\n\n\n other interest with respect to the Aircraft is provided\n to Lessee under this Agreement.\n\n Lessee shall not file any tax return that is inconsistent with\n the provisions of this Clause 15.12(b).\n\n 15.13 INDEMNITIES:\n\n All rights expressed to be granted to each Indemnitee under this\n Agreement (other than Lessor and Beneficiary) are given to Lessor on\n behalf of that Indemnitee.\n\n 15.14 COUNTERPARTS:\n\n This Agreement may be executed in counterparts each fully-executed\n set of which will constitute one and the same document.\n\n 15.15 LANGUAGE:\n\n All notices to be given under this Agreement will be in English. All\n documents delivered to Lessor pursuant to this Agreement will be in\n English, or if not in English, will be accompanied by a certified\n English translation. If there is any inconsistency between the\n English version of this Agreement and any version in any other\n language, the English version will prevail.", "source": "agreement_26.md" }, { "id": "1103", "text": "15.16 NO BROKERS:\n\n Each party agrees to indemnify and hold the other harmless from and\n against any and all claims, suits, damages, costs and expenses\n (including, but not limited to, reasonable attorneys' fees) asserted\n by any agent, broker or other third party for any commission or\n compensation of any nature whatsoever based upon the lease of the\n Aircraft, if such claim, suit, damage, cost or expense arises out of\n any action or alleged action by the indemnifying party, its\n employees or agents.\n\n 15.17 CONFIDENTIALITY:\n\n (a) Each of Lessor and Lessee agrees that it will endeavor to keep\n all terms and provisions of this Agreement and the agreements\n and documents related hereto, and all other information,\n material, documents and data furnished by the other party\n hereunder as confidential (except Aircraft Documents), and\n that all such other information, material, documents and data\n will not be furnished or disclosed by it to any other Person,\n firm or corporation except (to the extent that such Person\n agrees to be bound by the confidentiality standards of this\n Clause) Beneficiary, any Financing Party, the Manufacturer,\n the manufacturer of the Engines, the Air Authority or such\n other governmental agency that may require submission of other\n information, material, documents or data), without the other\n party's prior written consent; provided, however, that both\n parties hereby\n\n 113", "source": "agreement_26.md" }, { "id": "1104", "text": "113\n\n\n consent to the disclosure of any and all such confidential\n information to their respective boards of directors and the\n boards of directors of their respective affiliates; creditors,\n Beneficiary, the Financing Parties and lawyers, accountants\n and others providing professional services to Lessee, Lessor,\n Beneficiary or any Financing Party; provided further that\n neither party or other Person shall be deemed to be in breach\n of this provision by virtue of it making any filing for public\n record which is required under the laws of the Country of\n Incorporation, the State of New York or the federal laws of\n the United States of America; and", "source": "agreement_26.md" }, { "id": "1105", "text": "(b) The restrictions in Clause 15.17(a) with respect to disclosure\n of confidential information shall not apply to any information\n which any party demonstrates (i) becomes available to the\n public other than as a result of a disclosure by such party or\n its representatives; (ii) was available to such party on a\n nonconfidential basis prior to its disclosure pursuant to this\n Agreement; (iii) becomes available to such party on a\n nonconfidential basis from a source other than the other party\n hereto or its representatives, (iv) it is compelled to or\n required to disclose by legal action; (v) is required in\n connection with any litigation hereunder; (vi) is required in\n connection with a disposition or other transfer of rights\n permitted or consented to in writing by both parties\n hereunder; or (vii) is required or advised based on legal\n advice of counsel in order to protect and perfect the\n interests and rights of Lessor hereunder; provided the\n proposed transferee agrees in writing to be bound by the\n provisions of this Clause 15.17, each party shall only be\n required to use the same degree of care to prevent\n unauthorized disclosure of the information described above as\n it would use to prevent the disclosure of its own commercial\n and financial information of the same or similar nature and\n which it considers proprietary or confidential.\n\n 15.18 LIABILITY OF LESSOR LIMITED:", "source": "agreement_26.md" }, { "id": "1106", "text": "15.18 LIABILITY OF LESSOR LIMITED:\n\n It is expressly agreed and understood that all representations,\n warranties and undertakings of Lessor hereunder shall be binding\n upon Lessor only in its capacity as trustee under the Trust\n Agreement, and neither the institution acting as Lessor nor the\n Beneficiary shall be liable in its individual capacity for any\n breach of Lessor's representations, warranties and undertakings\n except in the case of the institution acting as Lessor for breach of\n its own covenants, representations and warranties contained herein,\n to the extent covenanted or made in its individual capacity.\n\n16. DISCLAIMERS AND WAIVERS\n\n LESSOR AND LESSEE AGREE THAT THE DISCLAIMERS, WAIVERS AND\n CONFIRMATIONS SET FORTH IN CLAUSES 16.1 TO 16.3 BELOW SHALL APPLY AT\n ALL TIMES DURING THE TERM WITH EFFECT FROM\n\n 114\n\n\n LESSEE'S ACCEPTANCE OF THE AIRCRAFT BY EXECUTION OF THE LEASE\n SUPPLEMENT NO.1, WHICH SHALL BE CONCLUSIVE EVIDENCE THAT LESSEE HAS\n FULLY INSPECTED THE AIRCRAFT AND EVERY PART THEREOF AND THAT THE\n AIRCRAFT, THE ENGINES, THE PARTS AND THE AIRCRAFT DOCUMENTS ARE, AS\n BETWEEN LESSOR AND LESSEE, TECHNICALLY ACCEPTABLE AND ARE IN\n SUITABLE CONDITION FOR DELIVERY TO AND ACCEPTANCE BY LESSEE.\n\n 16.1 EXCLUSION:\n\n THE AIRCRAFT IS DELIVERED \"AS IS, WHERE IS\" AND LESSEE AGREES AND\n ACKNOWLEDGES THAT AS BETWEEN LESSOR AND LESSEE:", "source": "agreement_26.md" }, { "id": "1107", "text": "(A) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF\n LESSOR, OWNER OR BENEFICIARY WILL BE DEEMED TO HAVE MADE OR\n GIVEN, (WHETHER BY VIRTUE OF HAVING DONE OR FAILED TO DO ANY\n ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER\n OR IN RELATION TO THIS AGREEMENT OR OTHERWISE), AND WILL NOT\n HAVE ANY LIABILITY IN RELATION TO, ANY WARRANTIES OR\n REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO, THE\n AIRCRAFT, ANY ENGINE OR ANY PART, INCLUDING BUT NOT LIMITED\n TO: THE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY,\n COMPLIANCE WITH SPECIFICATIONS, OPERATION, FREEDOM FROM\n INFRINGEMENT OF PATENT OR OTHER PROPRIETARY RIGHTS, FITNESS\n FOR ANY PARTICULAR USE OR PURPOSE, VALUE, DURABILITY,\n CONDITION, OR DESIGN, OF THE AIRCRAFT OR ANY PART, OR AS TO\n THE QUALITY OF THE MATERIAL OR WORKMANSHIP, THE ABSENCE OF\n LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO\n ANY OTHER MATTER WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY\n IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR\n DEALING OR USAGE OF TRADE) WITH RESPECT TO THE AIRCRAFT, ANY\n ENGINE OR ANY PART; OR\n\n (B) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF\n LESSOR, OWNER OR BENEFICIARY SHALL HAVE ANY OBLIGATION OR\n LIABILITY WHATSOEVER TO LESSEE (WHETHER ARISING IN CONTRACT OR\n IN TORT, AND WHETHER ARISING BY REFERENCE TO NEGLIGENCE OR\n STRICT LIABILITY OF LESSOR OR OTHERWISE) FOR:\n\n (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE\n CAUSED DIRECTLY OR INDIRECTLY BY\n\n 115", "source": "agreement_26.md" }, { "id": "1108", "text": "(i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE\n CAUSED DIRECTLY OR INDIRECTLY BY\n\n 115\n\n\n THE AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF\n OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER\n CIRCUMSTANCE IN CONNECTION THEREWITH;\n\n (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY\n RISKS RELATING THERETO;\n\n (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR\n ANTICIPATED PROFITS OR ANY INDIRECT OR CONSEQUENTIAL\n LOSS OR DAMAGE; OR\n\n (iv) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR,\n IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT, ANY ENGINE\n OR ANY PART;\n\n 16.2 WAIVER:\n\n LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND LESSOR, ALL ITS RIGHTS\n IN RESPECT OF ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON\n THE PART OF LESSOR THAT IS DISCLAIMED HEREIN AND ALL CLAIMS AGAINST\n LESSOR HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR\n OUT OF ANY OF THE MATTERS WAIVED OR DISCLAIMED IN CLAUSE 16.1.\n\n 16.3 DISCLAIMER OF CONSEQUENTIAL DAMAGES:\n\n LESSEE AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY\n DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO\n RECOVER, LOST PROFITS OR REVENUES OR CONSEQUENTIAL DAMAGES (AS\n DEFINED IN SECTION 2A-520 OF THE UNIFORM COMMERCIAL CODE OR\n OTHERWISE) AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY LESSOR OF\n ANY OF THE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF LESSOR\n CONTAINED HEREIN.\n\n 16.4 CONFIRMATION:", "source": "agreement_26.md" }, { "id": "1109", "text": "16.4 CONFIRMATION:\n\n LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF THIS\n CLAUSE 16 AND ACKNOWLEDGES THAT RENT AND OTHER AMOUNTS HAVE BEEN\n CALCULATED NOTWITHSTANDING ITS PROVISIONS.\n\n 116\n\n\n SCHEDULE 1\n\n PART 1\n\n DESCRIPTION OF AIRCRAFT\n\nAIRCRAFT\n\nManufacturer: The Boeing Company\n\nModel: B737-800\n\nSerial Number: 29670\n\nMaximum Take Off Weight (MTOW): 174,200 lbs.\n\nMaximum Landing Weight (MLW): 146,300 lbs.\n\nMaximum Zero Fuel Weight (MZFW): 138,300 lbs.\n\nSpecification: Manufacturer's detailed specification number\n D6-38808-43-1 Revision A, dated October 31,\n 2003 for B737-800NG model designation\n B737-8V3, including all Boeing Options and\n related Seller Furnished Equipment, Buyer\n Furnished Equipment and Seller Furnished\n Equipment.\n\nENGINES\n\nManufacturer: Two (2) CFM International, Inc.\n\nModel: CFM56-7B26, rated at 26,300 lbs static take\n off thrust\n\nSerial Numbers: [TBA] and [TBA]\n\nAPU\n\nManufacturer: Honeywell\n\nModel: [TBA]\n\nSerial Number: [TBA]\n\n 117\n\n\nDelivery Condition Requirements\n\n1. The Aircraft shall conform to the Description set out herein, as modified\n in accordance with Manufacturer approved service bulletins issued with\n respect to the aircraft on or prior to the Sale Date.\n\n2. With a Certificate of Airworthiness for Export issued by the FAA valid on\n the date of original new delivery from the Manufacturer in compliance with\n all FAA AD's and FAR's to FAR 121 Standard", "source": "agreement_26.md" }, { "id": "1110", "text": "3. With a LOPA (Lay Out Passenger Arrangement) in accordance with Boeing\n database LOPA-378-1244 with 155 (14 business and 141 economy) class\n seating\n\nAnd in addition;\n\n4. With MAS IFE Installed post Delivery\n\n5. With blended winglets installed post Delivery\n\n Note: The above post delivery modifications, items 5 & 6 above, will be\n the responsibility of Lessee and to Lessee's account. However, Lessor will\n reimburse Lessee the full amount of incorporating such modifications\n including installation at cost, up to $950,000 (October 2003 dollars) upon\n presentation with an invoice for the same.\n\nWith customary Lessor assignment to Lessee of all airframe, engine and equipment\nwarranties applicable to the Aircraft.\n\n PART 2\n\n AIRCRAFT DOCUMENTS\n\nI. AIRCRAFT DOCUMENTS AT DELIVERY\n\n At Delivery, the following manuals and technical records will be\n delivered to Lessee:\n\n FLIGHT OPERATIONS\n\n1 Airplane Flight Manual\n\n2 Operations Manual\n\n3 Quick Reference Handbook\n\n4 Weight and Balance Manual\n\n5 Dispatch Deviation Procedures Guide\n\n6 Flight Crew Training Manual\n\n7 Performance Engineer's Manual\n\n 118\n\n\n8 Jet Transport Performance Methods\n\n9 FMC Supplemental Data Document\n\n10 Operational Performance Software\n\n11 Fault Reporting Manual\n\n12 ETOPS Guide Vol. III\n\n13 Flight Planning and Performance Manual\n\n MAINTENANCE\n\n14 Aircraft Maintenance Manual\n\n15 Wiring Diagram Manual\n\n16 Systems Schematics Manual\n\n17 Structural Repair Manual\n\n18 Overhaul/Component Practices Manual\n\n19 Standard Overhaul Practices Manual\n\n20 Standard Wiring Practices Manual\n\n21 Non-Destructive Test Manual\n\n22 Services Bulletins and Index\n\n23 Corrosion Prevention Manual\n\n24 Fault Isolation Manual\n\n25 Fuel Measuring Stick Manual\n\n26 Power Plan Buildup Manual", "source": "agreement_26.md" }, { "id": "1111", "text": "23 Corrosion Prevention Manual\n\n24 Fault Isolation Manual\n\n25 Fuel Measuring Stick Manual\n\n26 Power Plan Buildup Manual\n\n27 In Service Activity Report (online only and not listed on worksheet)\n\n28 All Operator Letters\n\n29 Service Letters\n\n30 Structural Item Interim Advisory\n\n31 Maintenance Tips\n\n32 Combined Index\n\n MAINTENANCE PLANNING\n\n 119\n\n\n33 Maintenance Planning Data Document\n\n34 Maintenance Planning Data Tasks Masterfile (including in the digital\n version only to the Maintenance Task Cards)\n\n35 Maintenance Task Cards and Index\n\n36 Airline Maintenance Inspection Intervals Report\n\n37 ETOPS Guide Vol. II\n\n38 Configuration Maintenance and Procedures for Extended Range Operations\n\n SPARES\n\n39 Illustrated Parts Catalog\n\n40 Standards Books\n\n FACILITIES AND EQUIPMENT PLANNING\n\n41 Facilities and Equipment Planning Document\n\n42 Special Tool and Ground Handling Equipment Drawings (online only) and\n Index\n\n43 Supplementary Tooling Documentation\n\n44 Illustrated Tool and Equipment List/Manual\n\n45 Aircraft Recovery Document\n\n46 Airplane Characteristics for Airport Planning Document\n\n47 Airplane Rescue and Fire Fighting Document\n\n48 Engine Ground Handling Document\n\n49 ETOPS Guide Vol. I\n\n SUPPLIER TECHNICAL DATA\n\n50 Service Bulletins\n\n51 Ground Support Equipment Data\n\n52 Provisioning Information\n\n53 Component Maintenance/Overhaul Manuals and Index\n\n54 Publications Index\n\n55 Product Support Supplier Directory\n\n 120\n\n\nII. AIRCRAFT DOCUMENTS DURING TERM AND AT RETURN", "source": "agreement_26.md" }, { "id": "1112", "text": "54 Publications Index\n\n55 Product Support Supplier Directory\n\n 120\n\n\nII. AIRCRAFT DOCUMENTS DURING TERM AND AT RETURN\n\nLessee shall maintain all documents, manuals, data, overhaul records, records\nevidencing life limited part traceability to \"zero time since new,\" log books\noriginal new delivery documents, component records, applicable and required FAA\nforms, modifications records and inspection records relating to the Aircraft,\neach Engine and each Part in accordance with the requirements of Clause 8.10 of\nthis Agreement and in compliance with FAR 91.417 and FAR 121.380 during the\nTerm, and on the Final Expiry Date, Lessee shall return the Aircraft to Lessor\ntogether with all such records, documents and manuals. Without limiting the\ngenerality of the foregoing, the records required to be maintained by Lessee\nduring the Term include all of the following, and all of the documents and\nmanuals listed under Clause I of this Part 2 of this Schedule 1:\n\n A. CERTIFICATES\n\n1 Certificate of Airworthiness (current)\n\n2 Current Aircraft Registration Certificate\n\n3 Export Certificate of Airworthiness (Air Authority)\n\n4 Copy of Radio Station License (current)\n\n5 Noise certificate (current)\n\n6 Export Certificate of Airworthiness (original new delivery for Aircraft\n and each Engine)\n\n7 Registration cancellation notice (Air Authority)\n\n8 Copy of Air Operator Certificate\n\n9 Certificate of Most Recent Release to Service\n\n10 All Supplemental Type Certificates (STC) applied to the Aircraft\n\n B. AIRCRAFT STATUS SUMMARIES\n\n Each status summary shall be in the English language and be certified by\n operator's Quality Control or Quality Assurance as being an accurate\n representation of aircraft status at transfer. All status summary\n documents to be signed and dated on first page by the Lessee's Manager of\n Aircraft Records or other appropriate individual.", "source": "agreement_26.md" }, { "id": "1113", "text": "1 Aircraft record of flight time and cycles (listing accumulated hours and\n cycles on specific dates).\n\n2 Airworthiness Directive Applicability and Compliance Status Reports\n (Airframe, Engines and Appliances) Format/content as follows:\n\n 121\n\n\n (a) Airworthiness Directives listed in a chronological order; and\n\n (b) All Airworthiness Directives applicable to the Aircraft,\n Engine, APU or Aircraft Appliance type listed as follows:\n\n - AD number;\n\n - AD effective date;\n\n - title;\n\n - applicability status;\n\n - accomplishment status;\n\n - date or hours/cycles at last accomplishment action; and\n\n - date or hours/cycles of next action due (if applicable).\n\n3 Manufacturer's Airworthiness Directive compliance status at time of\n manufacture as provided by Manufacturer at Aircraft Delivery.\n\n4 Complete listing of all Engineering Orders accomplished against the\n Aircraft. For those Engineering Orders that are driven by a Service\n Bulletin, Airline will use best efforts to provide the applicable Service\n Bulletin number. The listing will otherwise include:\n\n - title;\n\n - date of accomplishment;\n\n5 If applicable, Corrosion Prevention and Control Programme Task Status\n (showing last accomplishment and next due for each task) listing the\n Corrosion Prevention and Control Programme Tasks.\n\n6 If applicable, Ageing Aircraft Inspection and Modification Programme)\n tasks status (showing task number, termination status as applicable, last\n accomplishment and next due for each item if open) if applicable.\n\n7 List of Operator implemented Modifications Incorporated (Engineering\n Orders applied to Airframe, Engines and Appliances). Format/content as\n follows:\n\n (a) Operator Modifications listed in numerical order; and\n\n (b) Aviation Authority/FAA type certificate data approval for\n modification provided.\n\n 122", "source": "agreement_26.md" }, { "id": "1114", "text": "(b) Aviation Authority/FAA type certificate data approval for\n modification provided.\n\n 122\n\n\n8 Structural Repair File with a detailed Scratch and Dent computer report as\n prepared by Lessee detailing the location of all external repairs and\n damages indicating their status in accordance with the Manufacturers\n structural repair manual showing general size and location of each\n external repair and basis for approval. Format/content as follows:\n\n (a) records of accomplishment or compliance of each Major Repair\n provided as follows:\n\n - Original signed/certified \"dirty finger print\" records;\n\n - Numbered and sorted by index number; and\n\n (b) records for Major Repairs or repairs that do not conform to\n the Manufacturer's Structural Repair Manual accompanied by the\n appropriate Engineering Approval document issued by the State\n of Washington FAA Form 8110-3 Statement or FAA Form 8100-9 (or\n any successor of either), as applicable.\n\n9 List of Major Alterations and Supplemental Type Certificate's Incorporated\n (STC's) (with reference to approved documentation used to accomplish).\n\n10 List and Status of Airframe Life Limited Parts (if any) with full back to\n birth traceability support documents. Format/content as follows:\n\n (a) each Life Limited Part fitted to the Airframe listed by part\n number and unique serial number;\n\n (b) detailed full back to birth traceability file supplied for\n each individual Life Limited Part detailing on/off transaction\n history for Engine LLPs, and FAA Form 8130-3's or equivalent\n showing status of LLP at installation for other LLPs;\n\n (c) original Airworthiness document issued when the Life Limited\n Parts was new (such as the manufacturer's certificate of\n conformity or readiness log document as appropriate); and", "source": "agreement_26.md" }, { "id": "1115", "text": "(d) if available, supplied tags and any other appropriate\n certified document or job-card indicating hours/cycles or\n calendar time at each on/off demonstrating unbroken trace of\n the Hours/cycles or calendar time from birth up to current\n time.\n\n11 List and Status of Landing Gear Life Limited Parts for each Landing Gear\n with full back to birth traceability support documents Format/content as\n follows:\n\n (a) each Life Limited Part fitted to Landing Gear listed by part\n number and unique serial number;\n\n 123\n\n\n (b) detailed full back to birth traceability file supplied for\n each individual Life Limited Part detailing on/off transaction\n history, if available, otherwise FAA form 8130-3 or\n equivalent; showing status of LLPs at installation.\n\n (c) original Airworthiness tag document issued when the Life\n Limited Parts was new (such as the manufacturer's tag,\n certificate of conformity or readiness log document as\n appropriate); and\n\n (d) if available, supplied tags and any other appropriate\n certified document or job-card indicating hours/cycles or\n calendar time at each on/off demonstrating unbroken trace of\n the Hours/cycles or calendar time from birth up to current\n time.\n\n12 List and Status of Engine Life Limited Parts with full back to birth\n traceability support documents. Format/content as follows:\n\n (a) each Life Limited Part fitted to the engine identified by part\n number and unique serial number;\n\n (b) detailed full back to birth traceability file supplied for\n each individual Life Limited Part detailing on/off transaction\n history;\n\n (c) original Airworthiness tag document issued when the Life\n Limited Parts was new (such as the manufacturer's tag,\n certificate of conformity or readiness log document as\n appropriate) provided;", "source": "agreement_26.md" }, { "id": "1116", "text": "(d) full back to birth traceability file for each Life Limited\n Part provided, to include the Airworthiness approval tag (JAA\n form 1 or FAA form 8130-3 or equivalent) pertaining to each\n subsequent (if any) on/off transaction up to and including\n installation on the subject airframe; and\n\n (e) supplied tags and any other appropriate certified document or\n job-card indicating hours/cycles or calendar time at each\n on/off demonstrating unbroken trace of the Hours/cycles or\n calendar time from birth up to current time.\n\n13 List and Status of Auxiliary Power Unit (APU) Life Limited Parts (if any)\n with full back to birth traceability support documents Format/content as\n follows:\n\n (a) each Life Limited Part fitted to the APU identified by part\n number and unique serial number;\n\n (b) detailed full back to birth traceability file supplied for\n each individual Life Limited Part detailing on/off transaction\n history;\n\n 124\n\n\n (c) original Airworthiness tag document issued when the Life\n Limited Parts was new (such as the manufacturer's tag,\n certificate of conformity or readiness log document as\n appropriate) provided;\n\n (d) full back to birth traceability file for each Life Limited\n Part provided, to include the Airworthiness approval tag (JAA\n form 1 or FAA form 8130-3 or equivalent) pertaining to each\n subsequent (if any) on/off transaction up to and including\n installation on the subject airframe; and\n\n (e) supplied tags and any other appropriate certified document or\n job-card indicating hours/cycles or calendar time at each\n on/off demonstrating unbroken trace of the Hours/cycles or\n calendar time from birth up to current time.\n\n14 Check/Inspection History and Current Status\n\n15 List and Current Status of Time-Controlled Components Format/content as\n follows:", "source": "agreement_26.md" }, { "id": "1117", "text": "14 Check/Inspection History and Current Status\n\n15 List and Current Status of Time-Controlled Components Format/content as\n follows:\n\n (a) Time-Controlled Components fitted to the Aircraft listed by\n part number and unique serial number; and\n\n (b) Airworthiness approval tag (JAA form 1 or FAA form 8130-3 or\n equivalent) provided for Time-Controlled Components.\n\n16 Inventory of Installed Serialized On-Condition/Condition Monitored\n Components . Format/content as follows:\n\n (a) Serialised Components fitted to the Aircraft listed by part\n number and unique serial number; and\n\n (b) Airworthiness approval tag (JAA form 1 or FAA form 8130-3 or\n equivalent) provided for Serialised Components.\n\n17 List of Deferred Maintenance Items (if no Deferred Maintenance Items are\n \"open\" at transfer, a signed statement to that effect is required).\n\n List and Status of any Out-of-Phase Checks, Special Inspection\n Requirements, Time Limited Repairs, etc. (If none exist or if\n requirements are incorporated into aircraft status reports, then a\n signed statement to that effect is required.)\n\n18 If applicable, Supplemental Structural Inspection (SSID) Status (showing\n last accomplishment and next due for each task). Format/content as\n follows:\n\n listing the Supplemental Structural Inspections in a numerical or\n chronological order as applicable.\n\n 125\n\n\n C. AIRCRAFT MAINTENANCE RECORDS\n\n Airframe inspection, maintenance, modification, and repair documents\n with maintenance and/or inspection signatures (as required) and\n description of work done.\n\n1 Aircraft Flight and Maintenance Log Sheets for one year.\n\n2 Most recent Airframe inspection, maintenance, modification and repair\n documents with maintenance and/or inspection signatures (as required) and\n description of work done.", "source": "agreement_26.md" }, { "id": "1118", "text": "3 Last \"A\", and all systems \"C\" and Structural Checks (or equivalents). (In\n the event that a check is performed in phases, all phases necessary to\n constitute a complete block check are required. In the event that check\n content varies by multiples of the check, all multiples necessary to\n constitute a complete cycle are required.)\n\n4 Airworthiness Directive, Service Bulletin and Modification compliance\n documents including engineering orders, drawings, shop cards, etc., as\n necessary to establish method of compliance, quality control acceptance,\n and approval authority.\n\n5 Corrosion Prevention and Control Programme compliance documents and\n inspection findings as applicable including records of accomplishment or\n compliance provided (the original signed/certified \"dirty finger print\"\n workcards).\n\n6 Documentation for Operator Modifications such as engineering orders,\n drawings, FAA Form 8110-3 or FAA Form 8100-9 (as appropriate),\n Supplemental Type Certificates, Master Change Notice, FAA type certificate\n conformity approval from manufacturer or approved design organisation\n etc., as necessary to define work done, certification basis, and approval\n authority.\n\n7 Without duplication, supporting documentation for Operator Modifications\n such as engineering orders, drawings, FAA Form 8110-3 or FAA Form 8100-9\n (as appropriate), Supplemental Type Certificates, Master Change Notice,\n FAA type certificate conformity approval from manufacturer or approved\n design organisation etc., as necessary to define work done, certification\n basis, and approval authority.\n\n8 Aircraft weight and balance records (including weight change ledger, most\n recent weighing report and individual flight control weight and balance\n data).\n\n9 Test Flight Reports, to the extent available.\n\n10 X-Ray Inspection findings (pictures/film) as applicable, to the extent\n available.\n\n 126\n\n\n D. AIRCRAFT HISTORY RECORDS", "source": "agreement_26.md" }, { "id": "1119", "text": "126\n\n\n D. AIRCRAFT HISTORY RECORDS\n\n1 Copies of maintenance logs for one year, and last available Lessee\n Reliability reports and equivalent, or those retained as required by the\n Federal Aviation Regulations (FARs).\n\n2 Accident and Incident Reports (if none, then a signed \"no\n Incident/Accident\" statement from operator's Quality Control Manager).\n\n3 Aircraft Log Book(s) or equivalent data and Aviation Authority Operation\n and Modification Log Book(s) (as applicable), for the last year or those\n retained as required by the FARs.\n\n E. ENGINE RECORDS (FOR EACH ENGINE)\n\n Each status summary shall be in the English language and be certified by\n operator's Quality Control or Quality Assurance as being an accurate\n representation of engine status at transfer.\n\n1 Certified statement as to following:\n\n - Time and Cycles since new\n\n - Time and Cycles since performance restoration on each engine\n module\n\n - Flying hours and cycles in Lessee's operation\n\n2 Airworthiness Directive Applicability and Compliance Report\n\n3 Current Manufacturer Modification and Service Bulletin Status\n\n4 List of Operator Modifications Incorporated, if any including supporting\n documentation with Manufacturer approval and JAA/FAA Type Certificate\n conformity, as applicable\n\n5 List of all Major Repairs and Alterations, if any\n\n6 List and Current Status of Life Limited Components\n\n7 Check/Inspection Status\n\n8 Accessory Status sheet with certified TSO for each rotable item installed\n\n9 Last shop visit JAA Form I/FAA form 8130-3 or equivalent serviceable tag\n (or copies) for each of the accessory rotables and last JAA Form I/FAA\n form 8130-3 or equivalent overhaul tags (or copies) for each of the\n accessory rotables with a hard-time overhaul requirement\n\n 127", "source": "agreement_26.md" }, { "id": "1120", "text": "127\n\n\n10 Repair, overhaul and inspection documents including JAA Form I/FAA form\n 8130-3 for each shop visit (minimum acceptable is shop visit history\n through last performance restoration shop visit and if different, last\n overhaul of each module)\n\n11 Documents demonstrating installation and full traceability back to birth\n (to new) for each Life Limited Part\n\n12 Engine Condition Monitoring Report for last six months\n\n13 Last three (3) months of pilot reports from the aircraft records system\n for the aircraft to which engine was fitted, as required by FAA's\n\n14 Reason for last engine removal, engine change paperwork and date of engine\n removal\n\n15 Most recent certified engine borescope (videotaped)\n\n16 Most recent fuel, oil sampling, magnetic chip detector and vibration\n survey results\n\n17 Most recent on-wing ground performance run specifying engine OATL (outside\n air temperature limit) at rated thrust\n\n18 Last certified Test Cell Run specifying engine OATL\n\n19 Manufacturer delivery documents i.e. Data Submittal\n\n20 Engine Oil used\n\n21 Any incidents during operation since last performance restoration shop\n visit with action taken i.e. IFSD/FOD/oil loss etc.\n\n F. APU RECORDS\n\n Each status summary shall be in the English language and be certified by\n operator's Quality Control or Quality Assurance as being an accurate\n representation of APU status at transfer.\n\n1 Certified statement as to following:\n\n - Hours and Cycles since new\n\n - Hours and Cycles since shop visit\n\n - Lessee's Method for APU Time Accrual\n\n2 Airworthiness Directive Applicability and Compliance Report\n\n3 Current Manufacturer Service Bulletin Status\n\n 128\n\n\n4 List of Operator Modifications Incorporated, if any including supporting\n documentation with Manufacturer approval and FAA Type Certificate\n conformity\n\n5 List and Current Status of Life Limited Components", "source": "agreement_26.md" }, { "id": "1121", "text": "5 List and Current Status of Life Limited Components\n\n6 Accessory Status Sheet with certified time since overhaul for each rotable\n item installed\n\n7 Last overhaul tags (or copies) for each of the accessory rotables\n\n8 Certified and Updated APU Log Book from new (with manufacturer delivery\n documents and including record of installation and removal and accumulated\n time and cycles)\n\n9 Repair, overhaul and inspection documents including, as applicable, JAA\n Form I/FAA forms 8130-3 and 337\n\n10 Documents demonstrating installation and full traceability back to birth\n (to new) for each Life Limited Part\n\n11 List of Line Replaceable Units (LRU)/QEC Rotable items missing from APU\n (if any for any spare APU redelivery)\n\n12 Last three (3) months of pilot reports from the aircraft records system\n for the aircraft to which APU was fitted\n\n13 Reason for last APU removal, removal paperwork and date of APU removal\n\n14 Last certified test cell run\n\n G. COMPONENT RECORDS\n\n1 Time Controlled Component Installation records and certified records of\n last overhaul, if applicable\n\n2 Documents demonstrating installation and full traceability back to birth\n (to new) for each Type Certificate Life Limited Part\n\n3 Serviceable tags for Serialised On-Condition/Condition Monitored\n Components, as required by FAA\n\n4 Landing gear records to include Life Limited Parts status and back to\n birth traceability, modification status, inventory of all sub-assemblies\n with part numbers and serial numbers specified, Airworthiness Directive\n status including detailed workshop workscope provided by the Agreed\n Maintenance Performer, last overhaul documentation including JAA form\n I/FAA form 8130-3 serviceable tag\n\n 129\n\n\n H. MISCELLANEOUS TECHNICAL DOCUMENTS\n\n1 Maintenance Program Specifications including a cross-reference to\n Manufacturer's maintenance planning document to be made available", "source": "agreement_26.md" }, { "id": "1122", "text": "1 Maintenance Program Specifications including a cross-reference to\n Manufacturer's maintenance planning document to be made available\n\n2 Reference material necessary for interpretation of status summaries, i.e.\n Operator part numbers Cross Reference to Manufacturer's part numbers\n\n3 Interior configuration drawings (L.O.P.A. and Emergency Equipment\n Locations; Galley Drawings)\n\n4 Aircraft Detail Specification\n\n5 Loose Equipment Inventory such as galley trolleys / containers / oven\n trays / oven inserts\n\n6 Seat, cushion and fabric cover Material Burn Test documents for applicable\n FAA if provided by Aircraft Manufacturer during Delivery (Lessee shall be\n responsible only for providing burn test documents for any replacement\n materials installed after Delivery)\n\n7 Flight Data Recorder - Print / Copy of Last Read-Out as applicable under\n Lessee's Approved Maintenance Program\n\n 130\n\n\n SCHEDULE 2\n\n FORM OF ACCEPTANCE CERTIFICATE\n\n FORM OF AIRCRAFT TECHNICAL ACCEPTANCE CERTIFICATE\n\n This Aircraft Technical Acceptance Certificate is given, on and as of the\ndate set forth below, by Wells Fargo Bank Northwest, N.A., not in its individual\ncapacity, but solely as trustee (\"TRUSTEE\") for the benefit of RBS Aerospace\nLimited (\"RBS\") under the Trust Agreement dated as of December 23, 2004 between\nTrustee and RBS, to Delta Air Lines, Inc. (\"SELLER\") pursuant to the Aircraft\nSale and Purchase Agreement dated as of October 1, 2003 between RBS and Seller\n(the \"AGREEMENT\", terms used herein being used as defined in the Agreement):", "source": "agreement_26.md" }, { "id": "1123", "text": "Trustee hereby indicates and confirms to Seller, its successors and\nassigns, that the Trustee has, at \\_\\_\\_\\_ o'clock \\_. m. on this \\_\\_\\_\\_ day of\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 2005 at Boeing Field, Seattle, Washington, completed its\ntechnical inspection and flight test of the following Aircraft and inspection of\nits related Technical Documents in accordance with the provisions of the\nAgreement, and that Trustee is ready to accept Delivery of such Aircraft and\nTechnical Documents from Seller under the Agreement (it being understood that\nTrustee may be entering into a delivery concessions letter with Boeing to\nresolve any technical issues at a later date):\n\n (a) one Boeing model 737-800 jet airframe, manufacturer's serial number\n \\_\\_\\_\\_\\_\\_\\_\\_\\_\n Registration number \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Total Time: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Total Cycles: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n (b) Two CFM International CFM56-7B \\_\\_\\_\\_\\_\\_ Engines\n\n Serial Numbers Total Time Total Cycles\n 1.\n 2.\n (each of the Engines having \\_\\_\\_\\_\\_\\_\\_\\_\\_ pounds thrust rating or its\n equivalent)\n\n (c) [APU manufacturer and model #]\n\n Serial Number Total Time Total Cycles\n\n (d) Landing Gear\n\n Serial Number Total Time Total Cycles\n Nose\n Main right\n Main left\n\n (e) Fuel status: \\_\\_\\_\\_\\_\\_\\_\\_\\_ kilos\n\n (f) Loose Equipment Check List: Signed by Seller and Trustee and\n attached hereto.\n\n 131\n\n\n (g) Statement of Non-Conformance: Signed by Seller and Trustee and\n attached hereto.\n\n 132", "source": "agreement_26.md" }, { "id": "1124", "text": "131\n\n\n (g) Statement of Non-Conformance: Signed by Seller and Trustee and\n attached hereto.\n\n 132\n\n\nIN WITNESS WHEREOF, Trustee has caused this Aircraft Technical Acceptance\nCertificate to be executed in its name, by its duly authorized officer(s) or\nrepresentative(s), pursuant to due corporate authority, all as of the date\nwritten in paragraph 1 above.\n\nWELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity, but solely as\ntrustee for the benefit of RBS Aerospace Limited under the Trust Agreement dated\nas of December 23, 2004 between itself and RBS Aerospace Limited\n\nBy: COMPANIA PANAMENA DE AVIACION, S.A.,\n its agent\n\n By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Title: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n 133\n\n\n FORM OF AIRCRAFT DELIVERY CERTIFICATE\n\n This Aircraft Delivery Certificate is given, on and as of the date set\nforth below, by Wells Fargo Bank Northwest, N.A., not in its individual\ncapacity, but solely as trustee (\"TRUSTEE\") for the benefit of RBS Aerospace\nLimited (\"RBS\") under the Trust Agreement dated as of December 23, 2004 between\nTrustee and RBS, to Delta Air Lines, Inc. (\"SELLER\") pursuant to the Aircraft\nSale and Purchase Agreement dated as of October 1, 2003 between Buyer and Seller\n(the \"AGREEMENT\", terms used herein being used as defined in the Agreement):\n\n 1. DETAILS OF DELIVERY", "source": "agreement_26.md" }, { "id": "1125", "text": "1. DETAILS OF DELIVERY\n\n Trustee hereby indicates and confirms to Seller, its successors and\nassigns, that the Trustee has, at \\_\\_\\_ o'clock \\_. m. on this \\_\\_\\_ day of\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 2005 at Boeing Field, Seattle, Washington, received and accepted\nthe following Aircraft in accordance with the provisions of the Agreement:\n\n (a) one Boeing model 737-800 jet airframe, manufacturer's serial number\n \\_\\_\\_\\_\\_\\_\\_\\_\\_\n Registration number \\_\\_\\_\\_\\_\\_\\_\\_\n Total Time: \\_\\_\\_\\_\\_\\_\\_\\_\n Total Cycles: \\_\\_\\_\\_\\_\\_\\_\\_\n\n (b) Two CFM International CFM56-7B Engines\n\n Serial Numbers Total Time Total Cycles\n 1.\n 2.\n\n (each of the Engines having \\_\\_\\_\\_\\_\\_\\_\\_\\_ pounds thrust rating or its\n equivalent)\n\n (c) [make and model] APU\n\n Serial Number Total Time Total Cycles\n\n (d) Landing Gear\n\n Serial Number Total Time Total Cycles\n Nose\n Main right\n Main left\n\n (e) Fuel status: \\_\\_\\_\\_\\_\\_\\_\\_\\_ kilos\n\n (f) Loose Equipment Check List: Signed by Seller and Trustee and\n attached hereto.\n\n (g) Statement of Non-Conformance: Signed by Seller and Trustee and\nattached hereto.\n\n 2. CONFIRMATION OF UNDERTAKINGS\n\n The Trustee confirms that as of the Delivery at the time specified\n above:\n\n 134", "source": "agreement_26.md" }, { "id": "1126", "text": "The Trustee confirms that as of the Delivery at the time specified\n above:\n\n 134\n\n\n (i) The Aircraft was duly accepted by Trustee in accordance with and\nsubject to the provisions of the Agreement and the execution and delivery of\nthis Aircraft Delivery Certificate further confirms the acceptance of the\nAircraft by Trustee for all purposes of the Agreement, subject only to the items\nnoted on the Statement of Non-Conformance; and\n\n (ii) the Aircraft is insured in accordance with the Agreement.\n\nIN WITNESS WHEREOF, Trustee has caused this Aircraft Delivery Certificate to be\nexecuted in its name, by its duly authorized officer(s) or representative(s),\npursuant to due corporate authority, all as of the date written in paragraph 1\nabove.\n\nWELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity,\nbut solely as trustee for the benefit of RBS Aerospace Limited\nunder the Trust Agreement dated as of December 23, 2004\nbetween itself and RBS Aerospace Limited\n\nBy: COMPANIA PANAMENA DE AVIACION, S.A.,\n its attorney-in-fact\n\n By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Title: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n 135\n\n\n FORM OF RECEIPT FOR TECHNICAL DOCUMENTS\n\n One Boeing 737-800 Aircraft\n Manufacturer's Serial No. \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_26.md" }, { "id": "1127", "text": "One Boeing 737-800 Aircraft\n Manufacturer's Serial No. \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n The undersigned hereby acknowledges receipt of all of the Technical\nDocuments listed on Exhibit D to the Aircraft Sale and Purchase Agreement dated\nas of October 1, 2003 (the Agreement) between Delta Air Lines, Inc. (\"SELLER\")\nand RBS Aerospace Limited.\n\n By this acceptance, Trustee assumes any and all risks of the use and\nownership of all the Technical Documents or any part thereof, and for itself and\nits respective officers, directors, agents, employees, representatives,\nsuccessors and assigns, does hereby release any claim it may have against Seller\narising out of the use or possession of such Documents.\n\n WELLS FARGO BANK NORTHWEST,\n N.A., not in its individual capacity,\n but solely as trustee for the benefit of RBS\n Aerospace Limited under the Trust Agreement\n dated as of December 23, 2004 between itself\n and RBS Aerospace Limited\n\n By: COMPANIA PANAMENA DE AVIACION, S.A., for\n and on behalf of the Trustee\n\n By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Title: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n 136\n\n\n SCHEDULE 3\n\n REDELIVERY CONDITIONS AND REDELIVERY MAINTENANCE ADJUSTMENT\n\n PART 1 RETURN CONDITIONS:\n\n \\*\\*Material Redacted\\*\\*\n\n \\*\\*7 pages\\*\\*\n\n 137\n\n\n PART 2", "source": "agreement_26.md" }, { "id": "1128", "text": "\\*\\*Material Redacted\\*\\*\n\n \\*\\*7 pages\\*\\*\n\n 137\n\n\n PART 2\n\n [Intentionally left blank]\n\n 138\n\n\n PART 3\n\n MAINTENANCE REDELIVERY ADJUSTMENTS\n\n \\*\\*Material Redacted\\*\\*\n\n \\*\\*2 pages\\*\\*\n\n 139\n\n\n SCHEDULE 4\n\n INSURANCE REQUIREMENTS\n\n1. Types of Insurance\n\nThe Insurances required to be maintained are as follows:\n\n(a) Hull insurance covering loss of or damage while flying and on the ground\n with respect to the Aircraft on an agreed value basis for the Agreed Value\n and with a deductible not exceeding the Maximum Deductible Amount, or such\n other greater amount as is consistent with market practice in the airline\n insurance industry from time to time and similar carriers operating\n similar aircraft in similar circumstances;\n\n(b) Hull War and Allied Perils insurance, being such risks excluded from the\n Hull All insurance to the extent reasonably commercially available from\n the leading international insurance markets (except for confiscation by\n the Country of Registration), for an amount no less than the Minimum War\n Risk Coverage;\n\n(c) Hull All Risks (including War and Allied Perils except when on the ground\n or in transit other than by air) property insurance on all Engines and\n Parts when not installed on the Aircraft on an \"agreed value\" basis for\n their full replacement value and including engine test and running risks;", "source": "agreement_26.md" }, { "id": "1129", "text": "(d) Aircraft Third Party, Property Damage, Passenger, Baggage, Cargo and Mail\n and Airline General Third Party (including Products) Legal Liability for a\n combined single limit (bodily injury/property damage) of an amount not\n less than the Minimum Liability Coverage for the time being for any one\n occurrence (but in respect of products and personal injury liability, this\n limit may be an aggregate limit for any and all losses occurring during\n the currency of the policy). War and Allied Perils are also to be covered\n under the policy to the extent reasonably commercially available from the\n leading international airline insurance markets (which coverage shall\n include but not be limited to an extended war risk coverage endorsement\n equivalent to the terms of AVN52D).\n\n2. Terms of Hull and Spares Insurance\n\nAll required hull and spares insurance, so far as it relates to the Aircraft,\nwill:\n\n(a) ADDITIONAL INSUREDS: name Lessor, Beneficiary, Owner, if different from\n Lessor, and each Financing Party and their respective successors and\n permitted assigns as additional assureds for their respective rights and\n interests;\n\n(b) SETTLEMENT OF LOSSES: provide that any loss will be adjusted between\n Lessee and Insurers subject to prior approval before settlement with\n Lessor, and will be payable in Dollars to Lessor up to the Agreed Value,\n for the account of all interests, except where the loss does\n\n 140\n\n\n not exceed the Damage Notification Threshold, and Lessor has not notified\n the insurers to the contrary, in which case the loss will be settled with\n and paid to Lessee;\n\n(c) 50/50 PROVISION: if separate \"Hull\" and \"war risks and allied perils\"\n insurances are arranged, include a 50/50 provision in accordance with\n market practice (AVS. 103 or its equivalent);\n\n3. Terms of Liability Insurance", "source": "agreement_26.md" }, { "id": "1130", "text": "3. Terms of Liability Insurance\n\nAll required liability insurances will:\n\n(a) ADDITIONAL INSUREDS: include Lessor, Owner, if different from Lessor,\n Initial Purchaser (but only for claims arising against Initial Purchaser\n solely as a result of Initial Purchaser being a party in the chain of\n title and where no act or omission of Initial Purchaser, its successors,\n assigns, officers, or employees, allegedly contributed to the event\n leading to indemnification requirement), and each of the other\n Indemnitees, as additional insureds (each an \"Additional Insured\") for\n their respective rights and interests, warranted, each as to itself only,\n no operational interest; however, no party shall be included as an\n Additional Insured in respect of its liability, if any, as Manufacturer,\n repairer, supplier or servicing agent of the Aircraft or any part thereof;\n\n(b) SEVERABILITY: include a severability of interests clause which provides\n that the insurance, except for the limit of liability, will operate to\n give each insured the same protection as if there was a separate policy\n issued to each insured;\n\n(c) PRIMARY POLICY: contain a provision confirming that the policy is primary\n without right of contribution, and the liability of the insurers will not\n be affected by any other insurance of which any Additional Insured may\n have the benefit so as to reduce the amount payable to the additional\n insureds under such policies;\n\n4. Terms of All Insurances\n\nAll Insurances will:\n\n(a) BEST INDUSTRY PRACTICE: be in accordance with normal industry practice of\n similar airlines operating similar aircraft in similar circumstances;\n\n(b) DOLLARS: provide cover denominated in dollars and any other currencies\n which Lessor may reasonably require in relation to liability insurance;", "source": "agreement_26.md" }, { "id": "1131", "text": "(b) DOLLARS: provide cover denominated in dollars and any other currencies\n which Lessor may reasonably require in relation to liability insurance;\n\n(c) WORLDWIDE: operate on a worldwide basis subject to such limitations and\n exclusions as are standard at the date hereof in the London or New York\n aviation market or as Lessor may agree;\n\n(d) BREACH OF WARRANTY: provide that, in relation to the interests of each of\n the Additional Insureds, the Insurances will not be invalidated by any act\n or omission by Lessee, or any other insured other than the respective\n Additional Insureds seeking protection and shall\n\n 141\n\n\n insure the interests of each of the additional assureds regardless of any\n breach or violation by Lessee, or any other Person other than the\n respective additional assured seeking protection of any warranty,\n declaration or condition, contained in such Insurances;\n\n(e) SUBROGATION: provide that the insurers will hold harmless and waive any\n rights of recourse against the Additional Insureds or to be subrogated to\n any rights of Lessor or Lessee;\n\n(f) PREMIUMS: provide that the Additional Insureds will have no obligation or\n responsibility for the payment of any premiums due (but reserve the right\n to pay the same should any of them elect to do so) and that the insurers\n will not exercise any right of set-off or counter-claim in respect of any\n premium due against the respective interests of the Additional Insureds\n other than outstanding premiums relating to the Aircraft, any Engine or\n Part the subject of the relevant claim;", "source": "agreement_26.md" }, { "id": "1132", "text": "(g) CANCELLATION/CHANGE: provide that the Insurances will continue unaltered\n for the benefit of the Additional Insureds for at least 30 days (ten days\n in the event of cancellation due to non-payment of premium) after written\n notice by registered mail or fax of any cancellation, change, event of\n non-payment of premium or installment thereof has been sent to Lessee's\n broker of record, except in the case of war risks for which 7 days (or\n such lesser period as is or may be customarily available in respect of war\n risks or allied perils) will be given, or in the case of war between the\n five great powers or nuclear peril for which termination is automatic;\n\n(h) REINSURANCE: any reinsurance will:\n\n (i) be on the same terms as the original insurances and will include the\n provisions of this Schedule,\n\n (ii) provide that notwithstanding any bankruptcy, insolvency,\n liquidation, dissolution or similar proceedings of or affecting the\n reinsured that the reinsurers' liability will be to make such\n payments as would have fallen due under the relevant policy of\n reinsurance if the reinsured had (immediately before such\n bankruptcy, insolvency, liquidation, dissolution or similar\n proceedings) discharged its obligations in full under the original\n insurance policies in respect of which the then relevant policy of\n reinsurance has been effected; and\n\n (iii) contain a \"cut-through\" clause in the following form (or otherwise\n satisfactory to Lessor):", "source": "agreement_26.md" }, { "id": "1133", "text": "(iii) contain a \"cut-through\" clause in the following form (or otherwise\n satisfactory to Lessor):\n\n \"The Reinsurers and the Reinsured hereby mutually agree that, in the\n event of any claim arising under the reinsurances in respect of a\n total loss or other claim, as provided by the Aircraft Lease\n Agreement dated as of December 23, 2004 and made between Lessor and\n Lessee, such claim is to be paid to the Person named as sole loss\n payee under the primary insurances, the Reinsurers will in lieu of\n payment to the Reinsured, its successors in interest and assigns pay\n to the Person named as sole loss payee under the primary insurances\n effected by the Reinsured\n\n 142\n\n\n that portion of any loss due for which the Reinsurers would\n otherwise be liable to pay the Reinsured (subject to proof of loss),\n it being understood and agreed that any such payment by the\n Reinsurers will (to the extent of such payment) fully discharge and\n release the Reinsurers from any and all further liability in\n connection therewith; subject to such provisions not contravening\n any Law of the State of Incorporation;\" and\n\n5. Deductibles\n\nLessee shall be responsible for any and all deductibles under the Insurances.\n\n6. Application of Insurance Proceeds\n\nThe Insurances will be endorsed to provide for payment of proceeds as follows:\n\n(a) TOTAL LOSS: all insurance payments up to the Agreed Value (and all other\n amounts which are then payable by Lessee to Lessor) received as the result\n of a Total Loss occurring during the Lease Period will be paid to Lessor\n up to the Agreed Value;", "source": "agreement_26.md" }, { "id": "1134", "text": "(b) EXCEEDING DAMAGE NOTIFICATION THRESHOLD: all insurance proceeds of any\n property, damage or loss to the Aircraft, any Engine or any Part occurring\n during the Lease Period not constituting a Total Loss and in excess of the\n Damage Notification Threshold for repairs or replacement property upon\n Lessor being satisfied that the repairs or replacements have been effected\n in accordance with this Agreement. Any balance remaining shall be paid to\n Lessee;\n\n(c) BELOW DAMAGE NOTIFICATION THRESHOLD: insurance proceeds in amounts below\n the Damage Notification Threshold may be paid by the insurer directly to\n Lessee;\n\n(d) DEFAULT: notwithstanding the foregoing paragraphs, if at the time of the\n payment of any such insurance proceeds a Default has occurred and is\n continuing, all such proceeds will be paid to or retained by Lessor to be\n applied toward payment of any amounts which may be or become payable by\n Lessee in such order as Lessor may elect, and any remainder after cure of\n such Default shall be paid to Lessee.\n\nIn the event of a conflict between the provisions hereof and the provisions of\nAVN 67B or its equivalent, the latter shall control and the provisions hereof\nshall be deemed modified accordingly; provided that the provisions of AVN 67B\nshall continue to reflect industry practice. To the extent that insurance\nproceeds are paid to Lessee, Lessee agrees to comply with the foregoing\nprovisions and apply or pay over such proceeds as so required.\n\n 143\n\n\n SCHEDULE 5\n\n ACKNOWLEDGEMENTS IN CONNECTION WITH FINANCING\n\n PART 1\n\n NOTICE OF ASSIGNMENT\n\nFrom: Wells Fargo Bank Northwest, N.A., not in its individual capacity, but\n solely as trustee under the Trust Agreement\n\nTo: Compania Panamena de Aviacion, S.A.\n\n [Date]\n\nDear Sirs,", "source": "agreement_26.md" }, { "id": "1135", "text": "To: Compania Panamena de Aviacion, S.A.\n\n [Date]\n\nDear Sirs,\n\nWe hereby give you notice that by an Assignment dated [ ], 200\\_ (the\n\"Assignment\") between us and [ ] of [ ] (\"Assignee\") we have assigned as\nsecurity to Assignee all our right, title and interest in and to the Aircraft\nLease Agreement dated as of December 23, 2004 (the \"Lease\") between ourselves\nand yourselves relating to one Boeing B[ ] aircraft with manufacturer's serial\nnumber [ ] together with the two [ ] engines (the \"Aircraft\").\n\nHenceforth all monies that may be payable by you under the Lease shall continue\nto be paid to the bank account specified in the Lease unless and until the\nAssignee otherwise directs, whereupon you are authorized and required to comply\nwith the Assignee's directions.\n\nThis notice and the instructions herein contained are irrevocable. Please\nacknowledge receipt of this notice to the Assignee on the enclosed\nAcknowledgement. You are hereby authorized to assume the obligations expressed\nto be assumed by you thereunder to the effect that, so far as the same would\notherwise be incompatible therewith, your obligations to us under the Lease will\nbe modified accordingly.\n\nYours faithfully,\n\nWells Fargo Bank Northwest, N.A.,\n not in its individual capacity,\n but solely as trustee under\n the Trust Agreement\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\n Title:\n\n 144\n\n\n PART 2\n\n ACKNOWLEDGEMENT\n\nFrom: Compania Panamena de Aviacion, S.A.\n\nTo: [ ] [Date]\n\nDear Sirs,", "source": "agreement_26.md" }, { "id": "1136", "text": "From: Compania Panamena de Aviacion, S.A.\n\nTo: [ ] [Date]\n\nDear Sirs,\n\nWe acknowledge receipt of a Notice of Assignment dated [ ] (the \"Assignment\nNotice\") relating to an assignment (the \"Assignment\") between Wells Fargo Bank\nNorthwest, N.A., not in its individual capacity, but solely as trustee under the\nTrust Agreement (the \"Assignor\"), and you. [Subject to the fulfillment or\nsatisfaction of the requirements of Clause 14.2 of the Lease and your agreement\nin our favor to be bound by the obligations of Lessor as set forth in and in\naccordance with the Lease and further subject to the receipt of a Quiet\nEnjoyment Letter in the form attached hereto and to your counter-signature and\nthat of Assignor hereof,] we acknowledge that we will not challenge the\neffectiveness of the Assignment to confer on you all rights, title and interest\nof the Assignor under the Aircraft Lease Agreement dated as of December 23, 2004\nbetween Assignor and ourselves (the \"Lease\") in respect of one Boeing B[ ]\naircraft with manufacturer's serial number [ ] together with the two [ ]\nengines.\n\nIn consideration of the foregoing and of payment to us of $1 and for other\nvaluable consideration, receipt of which we hereby acknowledge, we hereby agree\nas follows:", "source": "agreement_26.md" }, { "id": "1137", "text": "If you issue to us a notice (a \"Lessor Default Notice\") that your rights as\nassignee under the Assignment have become exercisable we agree that we will\nthereafter (a) pay to you at such account as you may nominate all rentals and\nother amounts from time to time payable by us under the Lease; (b) perform,\nobserve and comply with all our other undertakings and obligations under the\nLease in your favor and for your benefit as if you were named as \"Lessor\"\ntherein instead of the Assignor; and (c) if you so request, enter into a lease\nwith you or your nominee, on the same terms (mutatis mutandis) as the Lease.\n\nIf the Assignor is in breach of any of its obligations, express or implied,\nunder the Lease, or if any event occurs which would permit us to terminate,\ncancel or surrender the Lease we will (a) immediately upon becoming aware of it,\ngive you notice of such breach or event, (b) accept as adequate remedy for any\nsuch breach performance by you of such obligations within 7 days of our written\nnotice to you; and (c) if you so request, enter into a lease with you or your\nnominee on terms identical to the Lease, mutatis mutandis.\n\nWe agree that after issue by you of any Lessor Default Notice, we will not\nrecognize the exercise by the Assignor of any of its rights and powers under the\nLease unless and until requested to do so by you.\n\n 145\n\n\nWe agree that you will have the benefit of Clause 10 of the Lease (Indemnity),\nsubject, however, to all of the limitations set forth in the Lease, and agree\nthat we are bound by the terms of such clause, as though the same were set out\nherein in full, mutatis mutandis.\n\nYours faithfully,", "source": "agreement_26.md" }, { "id": "1138", "text": "Yours faithfully,\n\nFor and on behalf of Compania Panamena de Aviacion, S.A.\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\n Title:\n\nACKNOWLEDGEMENT AND AGREEMENT OF\nASSIGNOR AND ASSIGNEE:\n\nThe agreements of Compania Panamena de Aviacion, S.A. (\"COPA\") set forth in the\nforegoing Acknowledgment are hereby acknowledged and agreed to by each of\nAssignor and \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ (\"Assignee\") in all respects, and so far as the\nobligations of COPA set forth above would otherwise be incompatible with the\nobligations of COPA to the Assignor under the Lease, the obligations of COPA\nunder the Lease shall be modified accordingly.\n\nASSIGNOR:\nWells Fargo Bank Northwest, N.A.,\n not in its individual capacity,\n but solely as trustee under\n the Trust Agreement\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\n Title:\n\nASSIGNEE:\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n 146\n\n\n PART 3\n\n FORM OF LETTER OF QUIET ENJOYMENT FROM OWNER\n\n[Date]\n\nCOMPANIA PANAMENA DE AVIACION, S.A.\n\n \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 200\\_\n\nDear Sirs,\n\nBoeing B[ ] Aircraft with Manufacturer's Serial Number \\_\\_\\_\\_\\_ (the \"Aircraft\")", "source": "agreement_26.md" }, { "id": "1139", "text": "Dear Sirs,\n\nBoeing B[ ] Aircraft with Manufacturer's Serial Number \\_\\_\\_\\_\\_ (the \"Aircraft\")\n\n We refer to the Lease Agreement dated as of \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \\_\\_, 200\\_ (the\n\"Head Lease\") between [Owner] (the \"Owner\"), as lessor, and Wells Fargo Bank\nNorthwest, N.A., not in its individual capacity, but solely as trustee under the\nTrust Agreement (the \"Lessor\"), as lessee, and the Aircraft Lease Agreement\ndated as of December 23, 2004 between Lessor, as lessor and Compania Panamena de\nAviacion, S.A. (\"COPA\"), as lessee, relating to the Aircraft (the \"Lease\nAgreement\").\n\n For good and valuable consideration receipt of which is hereby\nacknowledged, Owner confirms to you that it will not disturb the quiet use,\npossession and enjoyment of the Aircraft by COPA throughout the term of the\nLease Agreement in accordance with the terms of the Lease Agreement so long as\nno Event of Default then exists under the Lease Agreement.\n\nYours sincerely,\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n[Owner].\n\n 147\n\n\n PART 4\n\n [FORM OF LETTER OF QUIET ENJOYMENT FROM FINANCING PARTIES]\n\n [NAME AND ADDRESS OF FINANCING PARTY]\n\n[Date]\n\nCompania Panamena de Aviacion, S.A.\n\nDear Sirs,\n\nBoeing B[ ] Aircraft with Manufacturer's Serial Number \\_\\_\\_\\_\\_\\_ (the \"Aircraft\")", "source": "agreement_26.md" }, { "id": "1140", "text": "Dear Sirs,\n\nBoeing B[ ] Aircraft with Manufacturer's Serial Number \\_\\_\\_\\_\\_\\_ (the \"Aircraft\")\n\n We refer to the Aircraft Lease Agreement dated as of \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 2004\nbetween Wells Fargo Bank Northwest, N.A., not in its individual capacity, but\nsolely as trustee under the Trust Agreement (\"Lessor\") and Compania Panamena de\nAviacion, S.A. (\"COPA\") relating to the Aircraft (the \"Lease Agreement\").\n\n For good and valuable consideration receipt of which is hereby\nacknowledged, we confirm to you that we will not disturb the quiet use,\npossession and enjoyment of the Aircraft by COPA throughout the term of the\nLease Agreement in accordance with the terms of the Lease Agreement, so long as\nno Event of Default then exists under the Lease Agreement.\n\nYours sincerely,\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n[Financing Parties]\n\n 148\n\n\n PART 5\n\n ADDITIONAL PARAGRAPHS FOR FORM OF LETTER OF QUIET ENJOYMENT", "source": "agreement_26.md" }, { "id": "1141", "text": "148\n\n\n PART 5\n\n ADDITIONAL PARAGRAPHS FOR FORM OF LETTER OF QUIET ENJOYMENT\n\n1. Until such time as COPA has received a notice (herein, a \"Lessor Rights\n Notice\") from Assignee stating that Assignee has succeeded to the rights\n of Lessor under the Lease Agreement to exercise and receive any of the\n claims, rights, powers, privileges, remedies and other benefits of Lessor\n as \"Lessor\" under the Lease Agreement (collectively referred to herein as\n \"Lessor's Rights and Powers\"), COPA shall be entitled to acknowledge and\n rely upon the exercise by Lessor of all of Lessor's Rights and Powers, and\n any consent, notice, approval, amendment, waiver or release or other\n exercise of Lessor's Rights and Powers by Lessor shall be binding upon\n Lessor and Assignee for all purposes.\n\n2. Assignee's exercise or receipt of Lessor's Rights and Powers shall be\n subject to all of the terms and conditions of the Lease Agreement, to the\n same extent as if exercised by Lessor.\n\n3. Any security deposit, letter of credit and/or insurance payments under any\n policy maintained by Lessee pursuant to the Lease Agreement received or\n held by Assignee at any time shall be held subject to the terms of the\n Lease Agreement and shall be applied only in the manner permitted under\n the terms of the Lease Agreement.\n\n 149\n\n\n SCHEDULE 6\n\n FORM OF MONTHLY STATUS REPORT\n\n FORM OF MONTHLY REPORT\n\n REPORT FOR MONTH \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nAircraft Type: Boeing B737-800\nManufacturer's Serial Number: [ ][ ]\nEngine Type: CFM56-7B26\nAIRFRAME DURING PERIOD SINCE NEW\nAirframe Flight Hours\nAirframe Block Hours\nAircraft Cycles", "source": "agreement_26.md" }, { "id": "1142", "text": "Time remaining to Airframe 6C/24,000 Flight Hour Block Structural Check\n\nENGINES ENGINE POS #1 ENGINE POS #2\n\nSerial Number of Engine\n\nPresent Location of Engine\n\nEngine Flight Hours since new\n\nCycles since new\n\nEngine Flight Hours performed during period\n\nEngine Cycles flown during period\n\nDate of last shop visit/type of shop visit\n\nEngine Cycles flown since last shop visit\n\nSerial number of engine installed on the Airframe\n\nAPU\n\nSerial Number of Original\n\nPresent location of original APU\n\nAPU Hours (original APU)\n\nDate of last shop visit/type of shop visit\n\nAPU Hours since last shop visit\n\nAPU Cycles since last shop visit\n\n 150\n\n\nSerial number of APU installed on the Airframe\n\nMAINTENANCE CHECKS COMPLETED\n NUMBER DATE HOURS CYCLES\n\n\"A\" check\n\n\"C\" check\n\nStructural inspection\n\nNEXT CHECKS DUE\n\n NUMBER DATE HOURS CYCLES\n\n\"C\" Check\n\nStructural inspection\n\n HOURS/CYCLES FLOWN DURING MONTH X US$ PER FLIGHT HOUR/CYCLE =\n\nOVERHAUL RESERVES\nEngine Performance Restoration\nS/N \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ X / Flight Hour =\nEngine Performance Restoration\nS/N \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ X / Flight Hour =\nEngine LLP\nS/N \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ X / Cycle =\nEngine LLP\nS/N \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ X / Cycle =\nAPU Performance Restoration X / APU operating Cycle =\n\nRELEVANT MAINTENANCE TASK US$ PER MONTH\nAirframe 6C/24,000 Flight\nHour Block Structural Check\n\nLanding Gear overhaul\n\nTOTAL AMOUNT OF MAINTENANCE RESERVES\n\n 151\n\n\n SCHEDULE 7", "source": "agreement_26.md" }, { "id": "1143", "text": "Landing Gear overhaul\n\nTOTAL AMOUNT OF MAINTENANCE RESERVES\n\n 151\n\n\n SCHEDULE 7\n\n ECONOMIC VARIABLES\n\nAGREED VALUE \\*\\*Material Redacted\\*\\*\n\nAIRFRAME 6C/24,000 US\\*\\*Material Redacted\\*\\* per Flight Hour\nFLIGHT HOUR BLOCK\nSTRUCTURAL CHECK\nSUPPLEMENTAL RENT\nRATE\n\nANNUAL SUPPLEMENTAL 3%\nRENT ADJUSTMENT\n\nAPU SUPPLEMENTAL US\\*\\*Material Redacted\\*\\* per Airframe Flight Hour\nRENT RATE\n\nASSUMED LIBOR RATE 1.25%\n\nASSUMED RATIO Flight Hour to Cycle ratio: 2.3 to 1\n\nASSUMED ANNUAL 3,000 Flight Hours\nUTILIZATION\n\nASSUMED RENT \\*\\*Material Redacted\\*\\*\n\nCROSS-DEFAULT AMOUNT US$3,000,000\n\nDAMAGE NOTIFICATION US$500,000\nTHRESHOLD\n\nDISCOUNT RATE 4.5%\n\nENGINE LLP US\\*\\*Material Redacted\\*\\* per Cycle per Engine\nSUPPLEMENTAL RENT\nRATE\n\nENGINE SUPPLEMENTAL US\\*\\*Material Redacted\\*\\* per Flight Hour per Engine\nRENT RATE\n\nLANDING GEAR US\\*\\*Material Redacted\\*\\* per Month\nSUPPLEMENTAL RENT\nRATE\n\n 152\n\n\nMAXIMUM DEDUCTIBLE US\\*\\*Material Redacted\\*\\*\nAMOUNT\n\nMINIMUM LIABILITY US\\*\\*Material Redacted\\*\\*\nCOVERAGE\n\nMINIMUM WAR RISK US\\*\\*Material Redacted\\*\\*\nCOVERAGE\n\nSECURITY DEPOSIT \\*\\*Material Redacted\\*\\*\nAMOUNT\n\nTAX CONTEST THRESHOLD US$50,000\n\nWARRANTY CLAIM US$100,000\nNOTIFICATION THRESHOLD", "source": "agreement_26.md" }, { "id": "1144", "text": "TAX CONTEST THRESHOLD US$50,000\n\nWARRANTY CLAIM US$100,000\nNOTIFICATION THRESHOLD\n\n 153\n\n\n ASSUMED RATIO ADJUSTMENT TABLE\\*\n\n\n\n\n Engine Supplemental\nFlight Hour / Cycle Rent Adjusted Value\n------------------- -------------------\n ~~.75:1 \\*\\*Material Redacted\\*\\*\n 1:01 \\*\\*Material Redacted\\*\\*\n 1.25:1 \\*\\*Material Redacted\\*\\*\n 1.5:1 \\*\\*Material Redacted\\*\\*\n 1.75:1 \\*\\*Material Redacted\\*\\*\n 2:01 \\*\\*Material Redacted\\*\\*\n 2.25:1 \\*\\*Material Redacted\\*\\*\n 2.5:1 \\*\\*Material Redacted\\*\\*\n 2.75:1 \\*\\*Material Redacted\\*\\*\n 3:01 \\*\\*Material Redacted\\*\\*\n 4:01 \\*\\*Material Redacted\\*\\*\n all higher \\*\\*Material Redacted\\*\\*~~\n\n\n ASSUMED ANNUAL UTILIZATION ADJUSTMENT TABLE\n\n\n\n\n Airframe Structural Check\n Annual Utilisation Reserve Amount $\n(Airframe Flight Hours) (2004)\\*\\*\n ~~2,800 66.5\n\n 3,000 62\n\n 3,200 58.5\n\n 3,400 55\n\n 3,600 52\n\n 3,800 50\n\n 4,000 47\n\n 4,200 45~~\n\n\n----------\n\\* Operation 3000 Hrs / 1300 cycles per year (Ratio 23:1).\n\n\\*\\* The above USD rates to be escalated by 3%, compounded annually, commencing\nJanuary 1, 2005.\n\n 154\n\n\n RENT ADJUSTMENT FACTOR", "source": "agreement_26.md" }, { "id": "1145", "text": "154\n\n\n RENT ADJUSTMENT FACTOR\n\nThe rental shall be adjusted, upwards or downwards, by the following adjustment\nfactors for every one hundredth of one per cent (0.01%) change, upwards or\ndownwards, in the Assumed LIBOR Rate of 1.25% for the applicable 6-month period.\n(Values in US$):\n\n N FACTOR\\*\n SIX MONTH PERIODS ---------\n(COMMENCING ON DELIVERY DATE) (US$)\n----------------------------\n Period 1 \\*\\*Material Redacted\\*\\*\n\n Period 2 \\*\\*Material Redacted\\*\\*\n\n Period 3 \\*\\*Material Redacted\\*\\*\n\n Period 4 \\*\\*Material Redacted\\*\\*\n\n Period 5 \\*\\*Material Redacted\\*\\*\n\n Period 6 \\*\\*Material Redacted\\*\\*\n\n Period 7 \\*\\*Material Redacted\\*\\*\n\n Period 8 \\*\\*Material Redacted\\*\\*\n\n Period 9 \\*\\*Material Redacted\\*\\*\n\n Period 10 \\*\\*Material Redacted\\*\\*\n\n Period 11 \\*\\*Material Redacted\\*\\*\n\n Period 12 \\*\\*Material Redacted\\*\\*\n\n Period 13 \\*\\*Material Redacted\\*\\*\n\n Period 14 \\*\\*Material Redacted\\*\\*\n\n Period 15 \\*\\*Material Redacted\\*\\*\n\n\\* Adjustment Factors to be adjusted in accordance with the Price Escalation\n Adjustment from July 2004 until the Delivery Date. The formula for the\n calculation of the Price Escalation Adjustment is set out in Schedule 7.\n\n 155\n\n\n PRICE ESCALATION ADJUSTMENTS\n\nThe Escalation Adjustment for the Aircraft will be determined by the following\nformula:", "source": "agreement_26.md" }, { "id": "1146", "text": "155\n\n\n PRICE ESCALATION ADJUSTMENTS\n\nThe Escalation Adjustment for the Aircraft will be determined by the following\nformula:\n\n P(a) = P x ((L + M)/1.3665\\* - 1)\n\n where:\n\n P(a) = Purchase Price Adjustment (includes the Engine price)\n\n L = 0.65 x ECI/130.1\n\n M = 0.35 x ICI/123.6\n\n P = Aircraft Base Purchase Price in July, 2004 Dollars\n\n ECI is a value determined using the U.S. Department of Labor, Bureau of\n Labor Statistics \"Employment Cost Index for workers in aerospace\n manufacturing\" (ECI code 3721), calculated by establishing a three-month\n arithmetic average value (expressed as a decimal and rounded to the\n nearest tenth) using the values for the fifth, sixth and seventh months\n prior to the month of the Scheduled Delivery Date of the applicable\n Aircraft. As the Employment Cost Index values are only released on a\n quarterly basis, the value released for the month of March will be used\n for the months of January and February; the value for June used for April\n and May; the value for September used for July and August; and the value\n for December used for October and November.\n\n ICI is a value determined using the U.S. Department of Labor, Bureau of\n Labor Statistics \"Producer Prices and Price Index - Industrial Commodities\n Index\", calculated as a 3-month arithmetic average of the released monthly\n values (expressed as a decimal and rounded to the nearest tenth) using the\n values for the 5th, 6th and 7th months prior to the month of the Scheduled\n Delivery Date of the applicable Aircraft.", "source": "agreement_26.md" }, { "id": "1147", "text": "In determining the values of L and M, all calculations and resulting values will\nbe expressed as a decimal rounded to the nearest ten-thousand, where rounding of\nthe fourth digit will be increased to the next higher digit when the 5th digit\nis equal to 5 or more. The values released by the Bureau of Labor Statistics and\navailable 30 days prior to the month of the Scheduled Delivery Date for each\nAircraft will be used to determine the ECI and ICI values for the applicable\nmonths (including those noted as preliminary by the Bureau of Labor Statistics)\nto calculate the Escalation Adjustment at the time of Delivery. The values will\nbe considered final and no further adjustments will be made after Aircraft\nDelivery for any subsequent changes, revisions or corrections to published Index\nvalues.\n\n----------\n\\*This is the July 2004 Adjustment Factor assuming escalation from a July 1995\nbase.\n\n 156\n\n\n SCHEDULE 8\n\n FORM OF LEASE SUPPLEMENT NO. 1\n\n THIS LEASE AGREEMENT SUPPLEMENT NO. 1 (this \"Lease Supplement No. 1\") is\nentered into on the \\_\\_\\_\\_ day of \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 2005 between Wells Fargo Bank\nNorthwest, N.A., not in its individual capacity, but solely as trustee under the\nTrust Agreement (\"Lessor\"); and Compania Panamena de Aviacion, S.A., a\ncorporation organized under the laws of The Republic of Panama, with its\nprincipal place of business at Avenida Justo Arosemena y Calle 39, Apartado\n1572, Panama 1, Republic of Panama (\"Lessee\").\n\n RECITALS:", "source": "agreement_26.md" }, { "id": "1148", "text": "RECITALS:\n\n A. Lessor and Lessee have previously entered into that certain Aircraft\nLease Agreement dated as of December 23, 2004 (the \"Agreement\"). The Agreement\nprovides for the execution and delivery from time to time of a Lease Supplement\nsubstantially in the form hereof for the purpose of leasing the aircraft\ndescribed below under the Agreement as and when delivered by Lessor to Lessee in\naccordance with the terms thereof.\n\n B. The Agreement and this Lease Supplement No. 1 relate to the Aircraft,\nEngines and Parts as more precisely described below. A counterpart of the\nAgreement is attached hereto and this Lease Supplement and the Agreement shall\nform one document.\n\n In consideration of the premises and other good and valuable\nconsideration, receipt of which is hereby acknowledged, Lessor and Lessee hereby\nagree as follows:\n\n 1. Lessor hereby delivers and leases to Lessee under the Agreement, and\nLessee hereby accepts, acknowledges receipt of possession and leases from Lessor\nunder the Agreement, that certain A[ ] aircraft bearing manufacturer's serial\nnumber [ ] and U.S. Registration No. [ ] and the two [ ] engines bearing\nmanufacturer's serial numbers [ ] and [ ] (each of which engines has 750 or more\nrated takeoff horsepower or the equivalent of such horsepower) described below,\ntogether with the Aircraft Documents described in the Agreement (collectively,\nthe \"Delivered Aircraft\").\n\n 2. The Delivery Date of the Delivered Aircraft is the date of this Lease\nSupplement No. 1 set forth in the opening paragraph hereof.", "source": "agreement_26.md" }, { "id": "1149", "text": "3. The Term of the Delivered Aircraft shall commence on the Delivery Date\nand shall end on but exclude each Annual Expiry Date, subject to automatic\nrenewal at the end of the current Lease Term for consecutive periods of one (1)\nyear's duration, each commencing on the Annual Expiry Date and ending on but\nexcluding the next succeeding Annual Expiry Date, until the Final Expiry Date,\nwhich shall be [insert date], subject to the provisions of Clauses 11 and 13.2\nof the Lease Agreement.\n\n 4. The amount of Rent for the Delivered Aircraft is set forth in Schedule\n7 to the Agreement.\n\n 157\n\n\n 5. Lessee hereby confirms to Lessor that (i) the Delivered Aircraft and\neach delivered Engine have been duly marked in accordance with the terms of\nClause 8.7(d) of the Agreement, (ii) the Aircraft is insured as required by the\nAgreement, (iii) the representations and warranties of Lessee referred to in\nClause 2.1 of the Agreement are hereby repeated with effect as of the date first\nabove written, (iv) having inspected the Delivered Aircraft, Lessee acknowledges\nthat the Delivered Aircraft satisfies all conditions required for Lessee's\nacceptance of Delivery as set forth in the Agreement, and (v) the execution and\ndelivery of this Lease Supplement No. 1 signifies absolute, unconditional and\nirrevocable acceptance by Lessee of the Delivered Aircraft for all purposes of\nthe Agreement.\n\n 6. All of the terms and provisions of the Agreement are hereby\nincorporated by reference in this Lease Supplement No. 1 to the same extent as\nif fully set forth herein.", "source": "agreement_26.md" }, { "id": "1150", "text": "7. This Lease Supplement may be executed in any number of counterparts;\neach of such counterparts, shall for all purposes be deemed to be an original;\nand all such counterparts shall together constitute but one and the same\ninstrument.\n\n 158\n\n\n IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement\nNo. 1 to be duly executed as of the day and year first above written.\n\nLESSOR: LESSEE:\n\nWells Fargo Bank Northwest, N.A., COMPANIA PANAMENA DE AVIACION,\n not in its individual capacity, S.A.\n but solely as trustee under\n the Trust Agreement\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nName: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Name: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nTitle: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Title: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n 159\n\n\n SCHEDULE 9\n\n FORM OF IRREVOCABLE POWER OF ATTORNEY", "source": "agreement_26.md" }, { "id": "1151", "text": "159\n\n\n SCHEDULE 9\n\n FORM OF IRREVOCABLE POWER OF ATTORNEY\n\nThe undersigned acting on behalf of Compania Panamena de Aviacion, S.A. (the\n\"Lessee\") hereby grants a power in favor of Wells Fargo Bank Northwest, N.A.,\nnot in its individual capacity, but solely as trustee under the Trust Agreement\n(the \"Lessor\"), in order that through their attorneys and legal representatives\nthey may, in relation to the Boeing model B[ ] aircraft MSN [ ] leased by Lessor\nto Lessee, carry out the following powers:\n\n(A) To carry out, after the occurrence and during the continuance of an Event\n of Default as defined in the Lease, such acts as Lessor may be obliged to\n carry out as a result of termination of the above-mentioned contract for\n any of the reasons set out therein in order for Lessor to recover\n possession, control and use of the aircraft in question, carrying out and\n continuing such procedures as may be necessary before the authorities and\n courts of the Republic of Panama in order to export such aircraft.", "source": "agreement_26.md" }, { "id": "1152", "text": "(B) To carry out, after the occurrence and during the continuance of an Event\n of Default as defined in the Lease, such acts as may be necessary in\n relation to the use, operation and possession (including but without\n limitation the possession and Export) in relation to the return of one\n Boeing model B[ ] aircraft with manufacturer's serial number [ ], together\n with engines, equipment, records and other documents relating to such\n aircraft and to it leaving the jurisdiction and territory in which the\n aircraft is then situated, upon termination of the Aircraft Lease\n Agreement (herein the \"Lease\") of the Aircraft between Lessor and Lessee,\n whether (a) by reason of any breach which may be been declared by Lessor\n in accordance with the terms of the contract in the manner required\n thereby or (b) termination of the Lease in accordance with the terms and\n conditions of the Lease.\n\n(C) To grant power to such Lessor and to such Persons in order to carry out\n such acts and take such measures as may be necessary or appropriate in\n order to properly exercise the powers conferred above including power to\n represent Lessee before the Autoridad Aeronautica Civil in The Republic of\n Panama or any entity or agency thereof or any department of the government\n of The Republic of Panama and in the extent to which it is necessary to\n obtain control of the Aircraft, after the occurrence and during the\n continuance of an Event of Default as defined in the Lease, in any\n department or government agency in The Republic of Panama or any other\n country which may have jurisdiction over the Aircraft.\n\n(E) After the occurrence and during the continuance of an Event of Default as\n defined in the Lease, to carry out such declarations and matters and grant\n such public or private documents as may be necessary in the proper\n exercise of the powers conferred in the above paragraphs.", "source": "agreement_26.md" }, { "id": "1153", "text": "(F) To delegate or substitute in favor of one or several people in whole or in\n part the powers conferred in this power.\n\n\n\nThis power is granted to Lessor and its attorneys and legal representatives and\nshall not be revoked, modified or limited in any manner without its consent.\n\n COMPANIA PANAMENA DE AVIACION, S.A.\n\n By:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\n Title:\n\n 161\n\n\n SCHEDULE 10\n\n FORM OF COPA HOLDINGS, S.A. GUARANTEE\n\n THIS GUARANTY is given as of the \\_\\_\\_ day of December, 2004 by COPA\nHOLDINGS, S.A., a company formed under the laws of the Republic of Panama and\nhaving its principal place of business at Avenida Justo Arosemena y Calle 39,\nApartado 1572, Panama 1, Republic of Panama (the \"Guarantor\") in favor of WELLS\nFARGO BANK NORTHWEST, N.A., not in its individual capacity, but solely as\ntrustee under the Trust Agreement dated as of December \\_\\_\\_, 2004, as Lessor (the\n\"Lessor\") for the benefit of Lessor and Beneficiary, (collectively, the\n\"Guaranty Beneficiaries\" and individually, a \"Guaranty Beneficiary\").\n\nWHEREAS", "source": "agreement_26.md" }, { "id": "1154", "text": "WHEREAS\n\n(A) Compania Panamena de Aviacion, S.A. (the \"Lessee\") has leased from Lessor\nand Lessor has leased to Lessee a Boeing B737-800 aircraft bearing\nmanufacturer's serial number 29670 (collectively together with all Parts, the\n\"Aircraft\") pursuant to that certain Aircraft Lease Agreement dated as of\nDecember \\_\\_\\_, 2004 between the Lessee and Lessor (the \"Lease\").\n\n(B) The Guaranty Beneficiaries desire support for the due and punctual payment,\nobservance and performance of all of the obligations and liabilities of Lessee\nunder or in respect of the Lease and the other Transaction Documents (together\nwith the Lease, as amended, supplemented or modified from time to time, the\n\"Operative Documents\") to which Lessee is a party (the \"Obligations\"); and\n\n(C) It is a condition precedent to the Lessor's obligation to lease the Aircraft\nto Lessee and the right of the Lessee to lease the Aircraft from the Lessor that\nLessee cause the Guarantor to execute and deliver this Guaranty.\n\nIT IS AGREED\n\n1. INTERPRETATION\n\n1.1 Definitions: Capitalized terms (including those within the recitals), not\ndefined herein shall have the meaning ascribed to them in the Lease.\n\n2. GUARANTY\n\n For value received and to induce the Guaranty Beneficiaries to enter into\nthe Operative Documents, Guarantor, as a primary obligor and not as a surety,\ndoes hereby absolutely, unconditionally and irrevocably guarantee to the\nGuaranty Beneficiaries the due and punctual payment, observance and performance\nby Lessee of all of the Obligations.", "source": "agreement_26.md" }, { "id": "1155", "text": "Accordingly, upon the occurrence and during the continuance of an Event of\nDefault under the Lease, Guarantor shall forthwith without demand of any kind\npay, and perform all of such Obligations, to and for the benefit of the Guaranty\nBeneficiaries, strictly in accordance with\n\n\n\nthe terms of the Operative Documents. Guarantor further agrees to pay any and\nall reasonable out-of-pocket costs and expenses (including reasonable fees and\ndisbursements of legal counsel) that may be paid or incurred by any Guaranty\nBeneficiary in collecting any Obligations or in preserving or enforcing any\nrights under this Guaranty or under the Obligations.\n\n3. ABSOLUTE AND CONTINUING GUARANTY\n\n The obligations of Guarantor under this Guaranty shall be absolute,\ncontinuing, unconditional and irrevocable and this Guaranty shall remain in full\nforce and effect until such time as all of the Obligations are finally paid and\nperformed in full. The obligations of Guarantor set forth herein constitute the\nfull recourse obligations of Guarantor enforceable against it to the full extent\nof all its assets and properties, notwithstanding any provision in the Lease or\nany other Operative Documents limiting the liability of any Guaranty Beneficiary\nor any other Person.\n\n4. STRICT OBSERVANCE", "source": "agreement_26.md" }, { "id": "1156", "text": "To the maximum extent permitted by applicable law, the obligations of\nGuarantor under this Guaranty shall not in any manner be affected by: (a) any\ntermination, amendment or modification of, or deletion from, or addition or\nsupplement to, or other change in the Lease or any other any of the Operative\nDocuments, or any other instrument or agreement applicable to any of the parties\nto such agreements, or to the Aircraft or any part thereof, or any assignment,\nmortgage or permitted transfer of any thereof, or of any interest therein, or\nany leasing of the Aircraft, or any furnishing or acceptance of any security, or\nany release of any security, for the Obligations, or the failure of any security\nor the failure of any Person to perfect any interest in any collateral security;\n(b) any failure, omission or delay on the part of Lessee or any other Person to\nconform or comply with any term of any Operative Document; (c) any exercise or\nnonexercise of any right, remedy, power or privilege under or in respect of any\nOperative Document; (d) any extension of time or payment of or settlement,\ncompromise or subordination of, Rent or any other Obligation; (e) the exchange,\nsurrender, substitution or modification of any collateral security or guarantee\nfor any of the Obligations; (f) any failure, omission or delay on the part of\nany of the Guaranty Beneficiaries to enforce, assert or exercise any right,\npower or remedy conferred on it in this Guaranty, or any such failure, omission\nor delay on the part of any of the Guaranty Beneficiaries in connection with any\nOperative Document, or any other action on the part of the Guaranty\nBeneficiaries; (g) any voluntary or involuntary bankruptcy, insolvency,", "source": "agreement_26.md" }, { "id": "1157", "text": "Beneficiaries; (g) any voluntary or involuntary bankruptcy, insolvency,\nreorganization, arrangement, readjustment, assignment for the benefit of\ncreditors, composition, receivership, conservatorship, custodianship,\nliquidation, marshalling of assets and liabilities or similar proceedings with\nrespect to Lessee, Guarantor, any other Person, or any of their respective\nproperties or creditors, or any action taken by any trustee or receiver or by\nany court in any such proceeding; (h) any invalidity, illegality or\nunenforceability, in whole or in part, of any of the Operative Documents; (i)\nany defect in the title, compliance with specifications, condition, design,\noperation or fitness for use of or any damage to or loss or destruction of, the\nAircraft, or any interruption or cessation in the use of the Aircraft or any\nportion thereof by Lessee or any other Person for any reason whatsoever\n(including any governmental prohibition or restriction, condemnation,\nrequisition, seizure or any other act on the part of any governmental or\nmilitary authority, or any act of God or of the public enemy) regardless of the\nduration thereof (even though such duration would otherwise constitute a", "source": "agreement_26.md" }, { "id": "1158", "text": "frustration of contract or an Event of Loss), whether or not resulting from\naccident and whether or not without fault on the part of Lessee or any other\nPerson; (j) any permitted or non-permitted assignment of the Lease by Lessee or\nany merger or consolidation of Lessee or Guarantor or any Affiliate into or with\nany other corporation, or any sale, lease or transfer of any of the assets of\nLessee or Guarantor or any Affiliate to any other Person; (k) any change in the\nownership of any shares of capital stock of Lessee or any Affiliate, or any\nchange in the corporate relationship between Lessee or any Affiliate and\nGuarantor, or any termination of such relationship; (l) any release or\ndischarge, by operation of law, of Guarantor from the performance or observance\nof any obligation, covenant or agreement contained in this Guaranty, or any\nrelease, discharge or cancellation of the Obligations, other than payment or\nperformance in full of the Obligations; (m) the imposition or operation of any\ncurrency exchange controls in any country; (n) the effect of any foreign or\ndomestic laws, rules, regulations or actions of a court or governmental body or\nentity; or (o) any other condition, event or circumstance which might otherwise\nconstitute a legal or equitable discharge, release or defense of a surety or\nguarantor or otherwise, or which might otherwise limit recourse against\nGuarantor, it being agreed that the obligations of Guarantor hereunder shall not\nbe discharged except by payment and performance in of the Obligations. No\nfailure to make demand or delay in making demand on Guarantor for satisfaction\nof the obligations of Guarantor hereunder shall prejudice the right of the\nGuaranty Beneficiaries to enforce the obligations of Guarantor hereunder.", "source": "agreement_26.md" }, { "id": "1159", "text": "5. WAIVERS OF NOTICE, ETC.\n\n To the maximum extent permitted by applicable law, Guarantor hereby waives\ndiligence, presentment, demand, protest or notice of any kind whatsoever with\nrespect to this Guaranty or the Obligations, including: (a) notice of acceptance\nof this Guaranty, notice of nonpayment or nonperformance of any of the\nObligations and (b) all notices required by statute, rule of law or otherwise\nnow or hereafter in effect to preserve any rights against Guarantor; and (w) any\nright to the enforcement, assertion or exercise against Lessee or any other\nPerson or the Aircraft or any other collateral security for the Obligations of\nany right, power, privilege or remedy conferred in any Agreement or otherwise,\n(x) any requirement to exhaust any remedies, (y) any requirement of promptness\nin commencing suit against any Person who may be or become liable thereon, and\n(z) any other circumstance whatsoever which might otherwise constitute a legal\nor equitable discharge, release or defense of Guarantor or any surety or which\nmight otherwise limit recourse against Guarantor other than payment and\nperformance in full of the Obligations.\n\n6. EXTENSIONS, ETC.", "source": "agreement_26.md" }, { "id": "1160", "text": "6. EXTENSIONS, ETC.\n\n Guarantor consents and agrees that the Guaranty Beneficiaries, or any of\nthem, may in their sole discretion, to the extent otherwise permitted by the\nOperative Documents and to the maximum extent permitted by applicable Law, at\nany time or from time to time, (i) extend or shorten the Term of the Lease\nand/or renew, extend, or increase or decrease or otherwise change or modify the\namount, time, manner, place or terms of payment, performance or observance of\nany or all of the Obligations, (ii) apply payments by Lessee or Guarantor to any\nObligations, (iii) exchange, release or surrender any security or property which\nmay at any time be held by it, (iv) release any surety or guarantor for or of\nany of the Obligations, (v) settle or compromise any or all of the Obligations\nwith Lessee or any other Person liable thereon or (vi) subordinate the payment,\nperformance or observance of all or any part thereof to the payment, performance\nor\n\n\n\nobservance of any other debts or obligations which may be due or owing to them\nor any other Person, all in such manner and upon such terms as the Guaranty\nBeneficiaries, or any of them, may deem proper (but in any case, in conformity\nwith the provisions of the Operative Documents), without further assent from\nGuarantor, who agrees to remain bound under this Guaranty notwithstanding any\nsuch extension, change, modification, amendment, release, surrender, settlement,\ncompromise or subordination.\n\n7. NO WAIVER", "source": "agreement_26.md" }, { "id": "1161", "text": "7. NO WAIVER\n\n No failure on the part of any of the Guaranty Beneficiaries to exercise,\nand no delay in exercising, any right or power under this Guaranty shall operate\nas a waiver thereof, nor shall any single or partial exercise of any such right\nor power preclude any other or further exercise thereof or the exercise of any\nother right or power, or of any remedy, of any Guaranty Beneficiary under this\nGuaranty, the Operative Documents or applicable law.\n\n8. GUARANTY OF PERFORMANCE\n\n This Guaranty is a guaranty of payment and performance and not of\ncollection and Guarantor waives any right to require that any action against\nLessee or any Affiliate be taken or exhausted prior to action being taken\nagainst Guarantor. Guarantor shall pay to each Guaranty Beneficiary on demand\nall reasonable attorneys' fees and other reasonable expenses incurred by such\nGuaranty Beneficiary in exercising its rights and remedies provided hereunder,\ntogether with interest on such sums as the Interest Rate, from the date of\ndemand by Lessor.\n\n9. REPRESENTATIONS AND WARRANTIES\n\n The Guarantor acknowledges that the Guaranty Beneficiaries have entered\ninto the Lease and the other Operative Documents to which they are,\nrespectively, parties on the basis of, and in reliance on, representations in\nthe following terms and the Guarantor represents and warrants as follows:\n\n (a) STATUS: the Guarantor is duly incorporated with limited liability\n and validly existing under the laws of the Republic of Panama;", "source": "agreement_26.md" }, { "id": "1162", "text": "(a) STATUS: the Guarantor is duly incorporated with limited liability\n and validly existing under the laws of the Republic of Panama;\n\n (b) POWERS AND AUTHORIZATIONS: the documents which contain or establish\n the Guarantor's constitution and the laws of the Republic of Panama\n include provisions which give power, and all necessary corporate\n authority has been obtained and action taken, for the Guarantor to\n own its assets, carry on its business and operations as they are now\n being conducted, and sign and deliver, and perform the transactions\n contemplated in this Guaranty, and this Guaranty constitutes the\n valid and binding obligation of the Guarantor enforceable in\n accordance with its terms;\n\n (c) NON-VIOLATION: neither the signing and delivery of this Guaranty nor\n the performance of any of the transactions contemplated herein or\n therein does or will contravene or constitute a default under, or\n cause to be exceeded any limitation on it or the powers of its\n directors imposed by or contained in: (i) any law by which it or any\n of its assets is bound or affected; (ii) any document which contains\n or\n\n\n\n establishes its constitution; or (iii) any agreement to which it is\n a party or by which any of its assets is bound;\n\n (d) CONSENTS: no authorization, approval, consent, license, exemption,\n registration, recording, filing or notarization and no payment of\n any duty or tax and no other action whatsoever which has not been\n duly and unconditionally obtained, made or taken is necessary or\n desirable to ensure the validity, enforceability or priority of the\n liabilities and obligations of the Guarantor or the rights of the\n Lessor under this Guaranty;", "source": "agreement_26.md" }, { "id": "1163", "text": "(e) NO DEFAULT: no event has occurred which constitutes, or which with\n the giving of notice and/or the lapse of time and/or a relevant\n determination would constitute, a contravention of, or default\n under, any agreement or instrument by which the Guarantor or any of\n its assets is bound or affected being a contravention or default\n which might either have a material adverse effect on the business,\n assets or condition of the Guarantor or materially and adversely\n affect its ability to observe or perform its obligations under this\n Guaranty;\n\n (f) LITIGATION: no litigation, arbitration or administrative proceeding\n or claim which might by itself or together with any other such\n proceedings or claims either have a material adverse effect on its\n business, assets or condition or materially and adversely affect its\n ability to observe or perform its obligations under this Guaranty,\n is presently in progress or pending or, to the knowledge of the\n Guarantor, threatened against the Guarantor or any of its assets;\n\n (g) INFORMATION: the information furnished by the Guarantor in\n connection with this Guaranty does not contain any untrue statement\n or omit to state any fact the omission of which makes the statements\n therein, in the light of the circumstances under which they were\n made, misleading, and all expressions of expectation, intention,\n belief and opinion contained therein were made on reasonable grounds\n after due inquiry by the Guarantor;\n\n (h) RANKING: the obligations of the Guarantor under this Guaranty rank,\n or will upon execution thereof by the Guarantor rank, at least pari\n passu in point of priority and security with all other present and\n future unsecured and unsubordinated obligations (including\n contingent obligations) of the Guarantor other than such obligations\n which may be mandatorily preferred by law;", "source": "agreement_26.md" }, { "id": "1164", "text": "(i) NO EVENT OF DEFAULT: to Guarantor's knowledge, no Event of Default\n has occurred and is continuing;\n\n (j) NO SECURITY: the Guarantor has not taken or accepted any Security\n Interest from the Lessee or, in relation to the Obligations, from\n any third party.\n\n (k) INVESTMENT COMPANY: Guarantors is not an \"investment company\" as\n defined in the investment Company Act of 1940, as amended.\n\n\n\n (l) SUBMISSION TO JURISDICTION: Guarantor has validly submitted to the\n jurisdiction of the Supreme Court of the State of New York in the\n County of New York, State of New York and the United States District\n Court for the Southern District of New York.\n\n10. UNDERTAKINGS\n\n The Guarantor undertakes with the Lessor, from the date of this Guaranty\nuntil the Obligations have been unconditionally and irrevocably paid and\ndischarged in full, the satisfaction of which shall be confirmed in writing by\nthe Lessor, as follows:\n\n (a) INFORMATION: it will deliver to the Lessor such additional financial\n information as the Lessor may from time to time (but, absent an\n Event of Default, not more frequently than once per calendar year)\n reasonably request;\n\n (b) CONSENTS: the Guarantor will obtain and promptly renew from time to\n time, and will promptly deliver to the Lessor certified copies of,\n any authorization, approval, consent, license, exemption,\n registration, recording, filing or notarization as may be necessary\n or desirable to ensure the validity, enforceability or priority of\n the liabilities and obligations of the Guarantor or the rights of\n the Lessor under this Guaranty and the Guarantor shall comply with\n the terms of the same;", "source": "agreement_26.md" }, { "id": "1165", "text": "(c) NO SECURITY: the Guarantor shall not take or accept any security\n interest from the Lessee or from any third party with respect to the\n Obligations, without first obtaining the Lessor's written consent\n which consent shall not be unreasonably withheld;\n\n (d) NATURE OF OBLIGATION: Guarantor's obligation to make all payments\n due hereunder and to perform its other obligations hereunder shall\n be absolute and unconditional and shall in no event be subject to\n any right of setoff, recoupment, deduction or counterclaim or any\n other defense which Guarantor or any other Person may now or\n hereafter have against any Guaranty Beneficiary or any other Person,\n which Guarantor hereby waives to the full extent permitted by law,\n save for payment and performance in full of the Obligations.\n\n (e) LESSOR: Lessor (or any of its Affiliates) may set off any Obligation\n of Guarantor hereunder against any obligation owed by Lessor or any\n of its Affiliates to Lessee or Guarantor or any of their Affiliates,\n and, in the case of Lessor, to the extent permitted by Law, shall\n notify Guarantor promptly after any such set-off provided that the\n failure to give such notice shall not impair any rights or remedies\n of the Guaranty Beneficiaries hereunder.\n\n (f) SUBROGATION: Guarantor shall become entitled to subrogation rights\n by reason of performance of any of its obligations hereunder,\n provided, that such rights are and shall be subject and subordinate\n to the rights of the Guaranty Beneficiaries against Lessee under the\n Lease in the event of any insolvency, bankruptcy, liquidation,\n reorganization or other similar proceedings related to Lessee, or in\n the event of", "source": "agreement_26.md" }, { "id": "1166", "text": "any proceedings for voluntary liquidation, dissolution or other\n winding up of Lessee, whether or not involving insolvency or\n bankruptcy proceedings, such that the Obligations shall be finally\n paid and performed in full before any payment in respect of a\n subrogation claim by Guarantor shall be made by or on behalf of\n Lessee and (b) notwithstanding the foregoing provisions or any other\n provision of this Guaranty or the Lease, if an Event of Default is\n in existence, Guarantor hereby irrevocably waives and relinquishes\n any and all rights of subrogation, contribution, reimbursement or\n other payment from Lessee or Lessee's estate, whether arising by\n contract or operation of law (including any such right arising under\n the United States Bankruptcy Code) or otherwise arising out of, or\n on account of, any sums which have been claimed or are thereafter\n claimable against Guarantor under this Guaranty, which waiver shall\n be in effect unless and until all of the Obligations shall have been\n finally paid and performed in full. The waiver and relinquishment of\n rights provided for in the immediately preceding sentence shall be\n irrevocable and unconditional regardless of whether any such right\n is reduced to judgment, liquidated, unliquidated, fixed, contingent,\n matured, unmatured, disputed, undisputed, secured, or unsecured.", "source": "agreement_26.md" }, { "id": "1167", "text": "(g) BANKRUPTCY, ETC.: Guarantor agrees that if at any time all or any\n part of any payment or performance theretofore applied by any\n Guaranty Beneficiary to any of the Obligations is or must be\n rescinded or returned by any Guaranty Beneficiary for any reason\n whatsoever (including the insolvency, bankruptcy or reorganization\n of Lessee), such Obligations shall, for the purposes of this\n Guaranty, to the extent that such payment or performance is or must\n be rescinded or returned, be deemed to have continued in existence,\n notwithstanding such application by the Guaranty Beneficiaries, and\n this Guaranty shall continue to be effective or be reinstated, as\n the case may be, as to such Obligations, all as though such\n application by a Guaranty Beneficiary had not been made. If an Event\n of Default shall at any time have occurred and be continuing, or the\n exercise of any remedy pursuant to the Lease, shall at such time be\n prevented by reason of the pendency against Lessee or any other\n Person of a case or proceeding under a bankruptcy, insolvency or\n similar law, or if the Lease or any other Operative Document shall\n be terminated as a result of a rejection or disaffirmance in a\n bankruptcy, insolvency or similar proceeding involving Lessee,\n Guarantor or any affiliate of Lessee or Guarantor, Guarantor agrees\n that, for purposes of this Guaranty and its obligations hereunder,\n the Lease or such other operative Documents shall be deemed to be in\n default with the same effect as if the Lease or such other Operative\n Documents had been enforceable in accordance with the terms thereof,\n and Guarantor shall forthwith pay all amounts, or any of them, to be\n paid thereunder, any interest thereon and any other amounts", "source": "agreement_26.md" }, { "id": "1168", "text": "and Guarantor shall forthwith pay all amounts, or any of them, to be\n paid thereunder, any interest thereon and any other amounts\n guaranteed hereunder or provided herein. In the circumstance\n described in the preceding sentence, any election of remedies and\n any determination of any such amount may be made solely for purposes\n of this Guaranty and any required notice or demand upon the Lessee\n is hereby waived by the Guarantor and may, at the option of a\n Guaranty Beneficiary, be given or made upon the Guarantor. Guarantor\n agrees that it shall be liable for the full amount of the\n Obligations guaranteed hereby, irrespective of and without regard\n to, any modification,", "source": "agreement_26.md" }, { "id": "1169", "text": "limitation or discharge of liability, rejection or disaffirmance\n that may result from or in connection with any bankruptcy,\n insolvency or similar proceeding involving Lessee or any other\n Person.\n\n11. CERTIFICATES\n\n A certificate of the Lessor issued at any time setting forth the amount of\nany Obligations not then paid by the Lessee shall be conclusive evidence of such\namount against the Guarantor in the absence of any manifest error.\n\n12. MISCELLANEOUS PROVISIONS\n\n12.1 Any communication or document to be made by one person to another pursuant\nto this Guaranty shall be made in writing and shall be delivered personally, or\nby courier (where the courier company is a reputable international or local\ncompany) or by facsimile communication (unless that other person has, by fifteen\n(15) days' written notice to the Lessor, specified another office address and/or\nfacsimile number) to that other person at the office address or facsimile number\nset out below, and shall be deemed to have been made or delivered:\n\n (a) in the case of any communication made by facsimile, when\n transmission of such facsimile communication has been completed and\n such transmission has been separately acknowledged by such other\n person in a manner provided for herein; or\n\n (b) in the case of any communication made by courier, on the date of\n delivery as evidenced by the records of the courier company,", "source": "agreement_26.md" }, { "id": "1170", "text": "(b) in the case of any communication made by courier, on the date of\n delivery as evidenced by the records of the courier company,\n\nProvided that (i) any communication or document to be made or delivered to the\nLessor or any Guaranty Beneficiary shall be effective only when received by the\nLessor, and then only if the same is expressly marked for the attention of the\ndepartment or officer identified below (or such other department or officer as\nthe Lessor shall from time to time specify for this purpose) and (ii) any notice\nreceived after close of business on any day shall not be deemed to have been\nreceived until commencement of business on the immediately succeeding Business\nDay.\n\nTo the Guarantor:\n\nAddress: COMPANIA PANAMENA DE AVIACION, S.A.\n Avenida Justo Arosemena y Calle 39\n Apartado 1572\n Panama 1, Republic of Panama\nFacsimile: 011.507.227.2522\nAttention: Vice President - Finance\n\n\n\nWith a copy to:\n\nAddress: Greenberg Traurig, P.A.\n 1221 Brickell Ave\n Miami, Florida 33131\nFacsimile: (305) 579 0717\nAttention: Jeffrey Tenen\n\nTo the Lessor or any Guaranty Beneficiary:\n\nAddress: WELLS FARGO BANK NORTHWEST, N.A.,\n as trustee and Lessor\n 299 South Main Street\n Salt Lake City, UT 84111\nFacsimile: 801-246-5053\nAttention: Corporate Trust Department\n\nWith a copy to:\n\nAddress: RBS AEROSPACE LIMITED\n 1 George's Quay Plaza\n George's Quay\n Dublin 2\n Ireland\nFacsimile: 353-1-448-3390\nAttention: Head of Transaction Execution and Management", "source": "agreement_26.md" }, { "id": "1171", "text": "12.2 Any payment to the Lessor to be made hereunder shall be made:\n\n (a) to the Lessor for the account of the Lessor or to such other bank or\n account as the Lessor may notify the Guarantor at the time of making\n a demand under this Guaranty; and\n\n (b) in full without set off or counterclaim and free and clear of and\n without any deduction for, on or on account of any present or future\n taxes, levies, imposts, duties or other charges whatsoever unless\n the Guarantor is compelled by law to make any such deduction. If the\n Guarantor is compelled by law to make any such deduction from any\n payment to the Lessor, then the Guarantor will pay to the Lessor\n such additional amount as will result in the receipt by the Lessor\n of the full amount stated in any demand made by the Lessor under\n this Guaranty.\n\n12.3 If the Guarantor fails to pay any amount to the Lessor upon receipt of\nwritten demand in accordance with this Guaranty, the Guarantor shall pay\ninterest in U.S. dollars on that amount from the time of default up to the time\nof actual payment (as well after as before judgment) at the Interest Rate.", "source": "agreement_26.md" }, { "id": "1172", "text": "12.4 If, under any law, whether as a result of a judgment against the Guarantor\nor the liquidation of the Guarantor or for any other reason, any payment under\nor in connection with this Guaranty is made or is recovered in a currency (the\n\"Other Currency\") other than that in which it is required to be paid hereunder\n(the \"Original Currency\") then, to the extent that the payment to the Lessor\n(when converted at the rate of exchange on the date of payment or, in the case\nof a liquidation, the latest date for the determination of liabilities permitted\nby the applicable law) falls short of the amount unpaid under this Guaranty, the\nGuarantor shall, as a separate and independent obligation, fully indemnify the\nLessor against the amount of the shortfall; and for the purposes of this\nsub-clause, \"rate of exchange\" means the rate at which the Lessor is able on the\nrelevant date to purchase the original currency in New York with the other\ncurrency.\n\n12.5 Any determination and demand in respect of any amount at any time due and\nowing by the Guarantor to the Lessor pursuant to this Guaranty shall be made on\nthe same basis as is applicable to a demand or determination made by the Lessor\nunder the Lease.", "source": "agreement_26.md" }, { "id": "1173", "text": "12.6 If, in respect of any particular amount due and owing to the Lessor under\nthe Lease, a payment is made by the Guarantor under this Guaranty and that\namount is also paid under the Lease, the Lessor agrees, subject to applicable\nlaw and provided that no Default or Event of Default has occurred and is\ncontinuing (and to the extent it determines it can do so without prejudice to\nthe retention of the payment made under the Lease under applicable bankruptcy or\nany other laws affecting creditors rights in general), to reimburse the\nGuarantor for the amount paid hereunder which corresponds to that particular\namount.\n\n12.7 If any provision of this Guaranty becomes invalid, illegal or unenforceable\nin any respect under any law, the validity, legality and enforceability of the\nremaining provisions shall not in any way be affected or impaired.\n\n13. CHOICE OF LAW\n\n This Guaranty is governed by, and shall be construed in accordance with,\nthe laws of the State of New York including Title 14 Sections 5-1401 and 5-1402\nof the General Obligations Law of the State of New York.\n\n14. JURISDICTION AND WAIVER\n\n14.1 (a) The parties agree that the Supreme Court of the State of New York\nsitting in New York County and the United States District Court for the Southern\nDistrict of New York shall have non-exclusive jurisdiction to hear and determine\nany suit, action or proceeding, and to settle any disputes, which may arise out\nof or in connection with this Guaranty (including, without limitation, claims\nfor set-off or counterclaim) or otherwise arising in connection with this\nGuaranty;", "source": "agreement_26.md" }, { "id": "1174", "text": "(b) the Lessor or any Guaranty Beneficiary may in its absolute\n discretion take proceedings in the courts of any other country which\n may have jurisdiction, to whose jurisdiction the Guarantor\n irrevocably submits;\n\n (c) the Guarantor irrevocably waives any objections on the ground of\n venue or forum non conveniens or any similar grounds;\n\n\n\n (d) the Guarantor irrevocably consents to service of process by mail or\n in any other manner permitted by the relevant law.\n\n14.2 The Guarantor irrevocably waives and agrees not to claim any immunity from\nsuits and proceedings (including actions in rem) and from all forms of execution\nor attachment (including attachment prior to judgment and attachment in aid of\nexecution) to which it or its property is now or may hereafter become entitled\nunder the laws of any jurisdiction and declares that such waiver shall be\neffective to the fullest extent permitted by such laws.\n\n14.3 The Guarantor shall at all times maintain an agent for service of process\nin New York. Such agent shall be Corporation Service Company (CSC) with its\noffices at 1133 Avenue of the Americas, Suite 3100, New York, NY 10036, and any\nwrit, judgment or other notice of legal process shall be sufficiently served on\nthe Guarantor if delivered to such agent at its address for the time being. The\nGuarantor undertakes not to revoke the authority of the above agent and if, for\nany reason, any such agent no longer serves as agent of the Guarantor to receive\nservice of process, the Guarantor shall promptly appoint another such agent and\nadvise the Lessor thereof.", "source": "agreement_26.md" }, { "id": "1175", "text": "14.4 This Guaranty shall be binding upon the successors and assigns of Guarantor\nand shall inure to the benefit of the Guaranty Beneficiary, and its permitted\nsuccessors and assigns.\n\n [Continued on next page]\n\n\n\nThis Guaranty has been duly executed on the date first above written.\n\nCOPA HOLDINGS, S.A.\n\nBy:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\n Title:\n\nAGREED AND ACCEPTED:\n\nWELLS FARGO BANK NORTHWEST, N.A.,\nnot in its individual capacity but solely as trustee, Lessor\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Title:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Date:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nRBS AEROSPACE LIMITED", "source": "agreement_26.md" }, { "id": "1176", "text": "RBS AEROSPACE LIMITED\n\nBy: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Name:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Title:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Date:\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\n SCHEDULE 11\n\n AIRWORTHINESS DIRECTIVE COST SHARING FORMULA\n\nIf the cost to the Lessee of effecting any Airworthiness Directive (not to\ninclude a Mandatory Order) issued by the FAA (whether or not also issued by the\nJAA) after the Delivery Date exceeds US$200,000 (2003), Lessor shall, upon\npresentation to Lessor by Lessee of substantiating documentation and so long as\nno Default or Event of Default has occurred and is continuing, reimburse Lessee\nwithin 30 days for such Aircraft for a portion of such cost, such reimbursement\nto be calculated as follows:\n\n R= (60 - M) x (C - US$200,000 (2003)\\*)\n --------\n 60\n\n where\n\n \"R\" means the portion of the cost of compliance to be reimbursed to\n Lessee.", "source": "agreement_26.md" }, { "id": "1177", "text": "where\n\n \"R\" means the portion of the cost of compliance to be reimbursed to\n Lessee.\n\n \"M\" means the number of months (including parts thereof) between (1) the\n earlier of (a) the date of completion of such modification and (b) the\n originally required date thereof and (2) the end of the Lease Term. Where\n the original required date thereof is after the end of the Lease Term for\n such Aircraft, M shall equal 0.\n\n \"C\" means the cost of completing such modification at an Approved\n Maintenance Provider's normal commercial labour charge rates plus\n reasonable cost of materials, subtracting any subsidy, warranty payment or\n other benefit provided to Lessee and excluding any loss or expenses\n incurred because of inability to operate such Aircraft.\n\nShould an Event of Default have occurred and be at any relevant time continuing,\nLessor shall retain such amount until such Event of Default or Default shall\nhave been cured whereupon it shall pay to Lessee any such amount less any\nportion thereof as was applied by Lessor to cure such Default or Event of\nDefault.\n\n----------\n\\* escalated at 3% commencing on January 1, 2005 and each annual anniversary date\nthereafter.\n\n\n\n SCHEDULE 12\n\n FORM OF WARRANTY ASSIGNMENT\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_, 200\\_\n\nThe Boeing Company\nP.O. Box 3707\nSeattle, Washington 98124-2207\n\nAttention: Vice President - Contracts\n Mail Code 21-34\n\nLadies and Gentlemen:", "source": "agreement_26.md" }, { "id": "1178", "text": "Attention: Vice President - Contracts\n Mail Code 21-34\n\nLadies and Gentlemen:\n\nIn connection with: (i) the sale by Delta Air Lines Inc. (\"SELLER\") to Wells\nFargo Bank Northwest, N.A., not in its individual capacity but solely as trustee\n(\"OWNER TRUSTEE\") under the Trust Agreement dated as of December 23, 2004\nbetween RBS Aerospace Limited (\"RBS\") and Wells Fargo Bank Northwest N.A., as\ntrustee (\"BUYER\") of the aircraft identified below, and (ii) the lease by Buyer\nof such aircraft to Compania Panamena de Aviacion, S.A. (\"LESSEE\"); reference is\nmade to:\n\nA. Purchase Agreement No. 2022 (the \"PURCHASE AGREEMENT\") and the Aircraft\nGeneral Terms Agreement AGTA-DAL (the \"AGTA\"), each dated as of October 21,\n1997, between The Boeing Company (\"BOEING\") and Seller, excluding, as it relates\nto the Purchase Agreement, all Articles, Tables, Exhibit A and Supplemental\nExhibits BFE/CDSPE/SPE/CSE, CS1, EE1, EWCBP1 and all Letter Agreements and, as\nit relates to the AGTA, Articles 2 through 10, 13, 16.7, Exhibits A through E\nand Appendices 8 and 9, but including Attachments 1, 2, 3 and 7 to Letter\nAgreement No. 6-1162-RLL-3692 to the Purchase Agreement (titled \"Lombard\nAviation Capital Matters\") (the \"AGREEMENT\") under which Seller purchased\ncertain Boeing Model 737 aircraft, including the aircraft bearing Manufacturer's\nSerial No. \\_\\_\\_\\_\\_\\_\\_\\_ (the \"AIRCRAFT\").", "source": "agreement_26.md" }, { "id": "1179", "text": "B. Aircraft Sale and Purchase Agreement dated as of October 1, 2003 between\nSeller and RBS (the \"ASPA\"); and\n\nC. Aircraft Lease Agreement (the \"Lease\") dated as of \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, as\nsupplemented, between Buyer and Lessee.\n\nCapitalized terms used herein without definition will have the same meaning as\nin the Agreement.\n\nSeller has sold the Aircraft to Buyer under the ASPA. To accomplish: (i) a\ntransfer of certain rights from Seller to Buyer in respect of the Aircraft under\nthe Agreement, all as authorized by the provisions thereof, the parties hereto\nagree as follows:\n\n\n\n1. Seller hereby assigns to Buyer all of the rights of \"Customer\" in respect of\nthe Aircraft under the provisions of the Agreement set forth in the attached\nSchedule I (collectively, the \"SUBJECT RIGHTS\").\n\n2. Buyer acknowledges that it has reviewed and, in connection with any exercise\nof the Subject Rights, agrees to be bound by and comply with, all of the\nprovisions of the Agreement set forth in Schedule I as well as the provisions of\nthe Agreement set forth in Schedule II, including, without limitation, the\nDISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in\nArticle 12 of Part 2 of Exhibit C to the AGTA and the insurance provisions in\nArticle 11 of the AGTA (collectively, the \"DISCLOSED PROVISIONS\").", "source": "agreement_26.md" }, { "id": "1180", "text": "3. Pursuant to the provisions of the Lease Buyer authorizes Lessee to exercise,\nto the exclusion of Buyer, all rights and powers of Buyer with respect to the\nSubject Rights in respect of the Aircraft. This authorization will continue\nuntil Boeing receives written notice from Buyer to the contrary, addressed to\nVice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P. O.\nBox 3707, Seattle, Washington, 98124-2207. Until Boeing receives such notice,\nBoeing is entitled to deal exclusively with Lessee as \"Customer\" with respect to\nthe Aircraft under the Agreement. With respect to the rights, powers, duties and\nobligations of \"Customer\" under the Agreement, all actions taken by Lessee or\nagreements entered into by Lessee during the period prior to Boeing's receipt of\nsuch notice is final and binding on Buyer. Further, any payments made by Boeing\nas a result of claims made by Lessee prior to receipt of such notice are to be\nmade to the credit of Lessee.\n\n4. Lessee accepts the authorization set forth in paragraph 3 above, acknowledges\nthat it has reviewed, and agrees to be bound by and to comply with, all of the\nDisclosed Provisions, including those relating to any exclusion or limitation of\nliabilities or warranties.\n\n5. RBS and Seller will remain responsible for any payments due Boeing as a\nresult of obligations relating to the Aircraft incurred by Seller or Buyer, as\nthe case may be, to Boeing prior to the effective date hereof.\n\n6. Each of Seller, Buyer and Lessee further agrees, upon the written request of\nBoeing, promptly to execute and deliver such further assurances and documents\nand take such further action as Boeing reasonably requests in order to obtain\nthe full benefits of such party's agreements herein.", "source": "agreement_26.md" }, { "id": "1181", "text": "7. It is expressly agreed and understood that all representations, warranties\nand undertakings of Buyer hereunder shall be binding upon Buyer only in its\ncapacity as trustee under the Trust Agreement, and neither the institution\nacting as Buyer nor RBS shall be liable in its individual capacity for any\nbreach thereof except in the case of the institution acting as Buyer for breach\nof its own covenants, representations and warranties contained herein, to the\nextent covenanted or made in its individual capacity.\n\n\n\nWe request that Boeing acknowledge receipt hereof and confirm the transfer of\nrights set forth above by signing the acknowledgment and forwarding one copy\nhereof containing its acknowledgment to each of the undersigned.\n\nVery truly yours,\n\nDELTA AIR LINES, INC. (Seller) RBS AEROSPACE LIMITED (Buyer)\n\nBy \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ By \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nIts \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Its \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nDated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Dated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_26.md" }, { "id": "1182", "text": "WELLS FARGO BANK NORTHWEST, COMPANIA PANAMENA DE AVIACION,\nN.A., not in its individual capacity, S.A. (LESSEE)\nbut solely as trustee (Trustee) for the\nbenefit of RBS Aerospace Limited under\nthe Trust Agreement dated as of December\n23, 2004 between itself and RBS\nAerospace Limited\n\nBy \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ By \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nIts \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Its \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nDated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Dated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n\n\nReceipt of the above letter is acknowledged and transfer of rights under the\nPurchase Agreement with respect to the Aircraft is confirmed, effective as of\nthis date.\n\nTHE BOEING COMPANY\n\nBy \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nIts \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nDated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_26.md" }, { "id": "1183", "text": "Aircraft Manufacturer's Serial Number \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_26.md" }, { "id": "1184", "text": "XML\n50\nR20.htm\nIDEA: XBRL DOCUMENT\n\n\n\n/\\* Do Not Remove This Comment \\*/\n function toggleNextSibling (e) {\n if (e.nextSibling.style.display=='none') {\n e.nextSibling.style.display='block';\n } else { e.nextSibling.style.display='none'; }\n }\nv3.6.0.2\n\n| **Leases and Capacity Purchase Agreements** | 12 Months Ended |\n| --- | --- |\n| Dec. 31, 2016 |\n| [Leases and Capacity Purchase Agreements](javascript:void(0);) | \n**NOTE 13 - LEASES AND\n CAPACITY PURCHASE AGREEMENTS**\nUnited leases aircraft,\n airport passenger terminal space, aircraft hangars and related\n maintenance facilities, cargo terminals, other airport facilities,\n other commercial real estate, office and computer equipment and\n vehicles.\nAt December 31, 2016,\n United’s scheduled future minimum lease payments under\n operating leases having initial or remaining noncancelable lease\n terms of more than one year, aircraft leases, including aircraft\n rent under CPAs and capital leases (substantially all of which are\n for aircraft) were as follows (in millions):", "source": "agreement_27.md" }, { "id": "1185", "text": "| | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | |\n|   |    | **Capital Leases** |   |    | **Facility and Other\n Operating Leases** |   |    | **Aircraft Operating\n Leases** |   |\n|   2017 |    |  $ | 183  |   |    |  $ | 1,256  |   |    |  $ | 1,271  |   |\n|   2018 |    |   | 170  |   |    |   | 1,106  |   |    |   | 1,074  |   |\n|   2019 |    |   | 105  |   |    |   | 991  |   |    |   | 894  |   |\n|   2020 |    |   | 85  |   |    |   | 1,104  |   |    |   | 669  |   |\n|   2021 |    |   | 84  |   |    |   | 888  |   |    |   | 551  |   |\n|   After\n 2021 |    |   | 915  |   |    |   | 6,702  |   |    |   | 2,049  |   |", "source": "agreement_27.md" }, { "id": "1186", "text": "| | |   |   | | |   |   | | |   |   | |\n|   Minimum lease\n payments |    |  $ | 1,542  |   |    |  $ | 12,047  |   |    |  $ | 6,508  |   |\n| | | | | | |   |   | | |   |   | |\n| Imputed interest |    |   | (604) |   |    | | | |    | | | |\n| | |   |   | | | | | | | | | |\n| Present value of minimum\n lease payments |    |   | 938  |   |    | | | |    | | | |\n| Current portion |    |   | (116) |   |    | | | |    | | | |\n| | |   |   | | | | | | | | | |\n| Long-term obligations under\n capital leases |    |  $ | 822  |   |    | | | |    | | | |\n| | |   |   | | | | | | | | | |", "source": "agreement_27.md" }, { "id": "1187", "text": "As of December 31,\n 2016, United’s aircraft capital lease minimum payments relate\n to leases of 38 mainline and 29 regional aircraft as well as to\n leases of nonaircraft assets. Imputed interest rate ranges are 3.5%\n to 20.8%.\nAircraft operating leases\n have initial terms of five to 26 years, with expiration dates\n ranging from 2017 through 2028. Under the terms of most leases,\n United has the right to purchase the aircraft at the end of the\n lease term, in some cases at fair market value, and in others, at\n fair market value or a percentage of cost. United has facility\n operating leases that extend to 2041.\nDuring 2015, the Company\n reached an agreement with AerCap Holdings N.V., a major aircraft\n leasing company, to lease used Airbus S.A.S (“Airbus”)\n A319s. Five such aircraft are expected to be delivered in 2017. In\n addition, up to 14 more aircraft may be delivered over the next\n four years subject to certain conditions.\nUnited is the lessee of\n real property under long-term operating leases at a number of\n airports where we are also the guarantor of approximately\n $1.4 billion of underlying debt and interest thereon as of\n December 31, 2016. These leases are typically with\n municipalities or other governmental entities, which are excluded\n from the consolidation requirements concerning a variable interest\n entity (“VIE”). To the extent United’s\n leases and related guarantees are with a separate legal entity\n other than a governmental entity, United is not the primary\n beneficiary because the lease terms are consistent with market\n terms at the inception of the lease and the lease does not include\n a residual value guarantee, fixed-price purchase option, or similar\n feature.\nIn 2016, United signed a", "source": "agreement_27.md" }, { "id": "1188", "text": "a residual value guarantee, fixed-price purchase option, or similar\n feature.\nIn 2016, United signed a\n seven year lease extension through 2024 with the Metropolitan\n Washington Airports Authority to continue its use of terminals at\n Washington Dulles International Airport.\nUnited’s nonaircraft\n rent expense was approximately $1.2 billion, $1.3 billion\n and $1.4 billion for the years ended December 31, 2016,\n 2015 and 2014, respectively.\nIn addition to nonaircraft\n rent and aircraft rent, which is separately presented in the\n consolidated statements of operations, United had aircraft rent\n related to regional aircraft operating leases, which is included as\n part of Regional capacity purchase expense in United’s\n consolidated statement of operations, of $439 million,\n $461 million and $442 million for the years ended\n December 31, 2016, 2015 and 2014, respectively.", "source": "agreement_27.md" }, { "id": "1189", "text": "In connection with UAL\n Corporation’s and United Air Lines, Inc.’s fresh-start\n reporting requirements upon their exit from Chapter 11 bankruptcy\n protection in 2006 and the Company’s acquisition accounting\n adjustments related to the Company’s merger transaction in\n 2010, lease valuation adjustments for operating leases were\n initially recorded in the consolidated balance sheet, representing\n the net present value of the differences between contractual lease\n rates and the fair market lease rates for similar leased assets at\n the time. An asset (liability) results when the contractual lease\n rates are more (less) favorable than market lease terms at the\n valuation date. The lease valuation adjustment is amortized on a\n straight-line basis as an increase (decrease) to rent expense over\n the individual applicable remaining lease terms, resulting in\n recognition of rent expense as if United had entered into the\n leases at market rates. The related remaining lease terms,\n primarily related to aircraft which make up the majority of the\n fair value lease adjustment balance, are one to eight years\n for United. The lease valuation adjustments are classified within\n other noncurrent liabilities and the net accretion amounts are\n $82 million, $107 million and $160 million for the\n years ended December 31, 2016, 2015 and 2014,\n respectively.\n**Regional\n CPAs**\nUnited has CPAs with\n certain regional carriers. We purchase all of the capacity from the\n flights covered by the CPA at a negotiated price. We pay the\n regional carrier a predetermined rate, subject to annual inflation\n adjustments, primarily for block hours flown (the hours from gate\n departure to gate arrival) and other operating factors and\n reimburse the regional carrier for various pass-through expenses\n related to the flights. Under the CPAs, we are responsible for the\n cost of providing fuel for all flights and for paying aircraft rent", "source": "agreement_27.md" }, { "id": "1190", "text": "related to the flights. Under the CPAs, we are responsible for the\n cost of providing fuel for all flights and for paying aircraft rent\n for all of the aircraft covered by the CPAs. Generally, the\n CPAs contain incentive bonus and rebate provisions based upon each\n regional carrier’s operational performance. United’s\n CPAs are for 494 regional aircraft, and the CPAs have terms\n expiring through 2029. Aircraft operated under CPAs include\n aircraft leased directly from the regional carriers and those owned\n by United or leased from third-party lessors and operated by the\n regional carriers. See Part I, Item 2, “Properties” of\n this report for additional information.\nIn 2016 and 2015, Republic\n Airline Inc. (“Republic”), a wholly-owned subsidiary of\n Republic Airways Holdings (“Republic Airways”),\n purchased and took delivery of 16 new 76-seat Embraer S.A.\n (“Embraer”) E175 aircraft, and placed these aircraft\n into service under the United Express brand. Subsequent to the\n Chapter 11 bankruptcy filing by Republic Airways and certain of its\n subsidiaries in the first quarter of 2016, United entered into\n amendments to its CPA with Republic in 2016 for Republic to operate\n a total of 28 Embraer E175 aircraft, 16 of which were delivered as\n previously described and 12 of which remain to be delivered in\n 2017. In connection with the amended CPA, United will own the 12\n remaining Embraer E175 aircraft.\nIn 2016, United agreed to\n purchase 12 new Embraer E175 aircraft that were previously expected\n to be purchased by one of its United Express operators, and in the\n first quarter of 2017, United entered into a CPA amendment with\n Mesa Air Group, Inc. (“Mesa Air Group”) and Mesa", "source": "agreement_27.md" }, { "id": "1191", "text": "first quarter of 2017, United entered into a CPA amendment with\n Mesa Air Group, Inc. (“Mesa Air Group”) and Mesa\n Airlines, Inc. (“Mesa”), a wholly-owned subsidiary of\n Mesa Air Group, for Mesa to operate these 12 additional Embraer\n E175 aircraft under the United Express brand. As of\n December 31, 2016, all 12 of these aircraft are expected to be\n delivered in 2017.\nIn 2015, United entered\n into amendments to the CPA with SkyWest Airlines, Inc.\n (“SkyWest”), a wholly-owned subsidiary of SkyWest,\n Inc., to operate an additional 25 new 76-seat Embraer E175 aircraft under\n the United Express brand. SkyWest purchased all of these\n 76-seat aircraft directly\n from the manufacturer with seven deliveries remaining in\n 2017.\nIn 2015, United entered\n into a new CPA with Champlain Enterprises, LLC d/b/a CommutAir\n (“CommutAir”), pursuant to which CommutAir will operate\n 40 used Embraer ERJ145 aircraft under the United Express brand that\n are currently being operated by a different United Express regional\n carrier, with transfers that are continuing through 2018. As of\n December 31, 2016, 28 aircraft are still pending\n transfer.\nOur future commitments\n under our CPAs are dependent on numerous variables, and are\n therefore difficult to predict. The most important of these\n variables is the number of scheduled block hours. Although we\n are not required to purchase a minimum number of block hours under\n certain of our CPAs, we have set forth below estimates of our\n future payments under the CPAs based on our\n assumptions. United’s estimates of its future payments\n under all of the CPAs do not include the portion of the underlying", "source": "agreement_27.md" }, { "id": "1192", "text": "assumptions. United’s estimates of its future payments\n under all of the CPAs do not include the portion of the underlying\n obligation for any aircraft leased to a regional carrier or deemed\n to be leased from other regional carriers and facility rent that\n are disclosed as part of aircraft and nonaircraft operating\n leases. For purposes of calculating these estimates, we have\n assumed (1) the number of block hours flown is based on our\n anticipated level of flight activity or at any contractual minimum\n utilization levels if applicable, whichever is higher,\n (2) that we will reduce the fleet as rapidly as contractually\n allowed under each CPA, (3) that aircraft utilization, stage\n length and load factors will remain constant, (4) that each\n carrier’s operational performance will remain at historic\n levels and (5) an annual projected inflation rate. These\n amounts exclude variable pass-through costs such as fuel and\n landing fees, among others. Based on these assumptions as of\n December 31, 2016, our future payments through the end of the\n terms of our CPAs are presented in the table below (in\n billions):", "source": "agreement_27.md" }, { "id": "1193", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| 2017 |    |  $ | 1.9  |   |\n| 2018 |    |   | 1.9  |   |\n| 2019 |    |   | 1.3  |   |\n| 2020 |    |   | 1.0  |   |\n| 2021 |    |   | 1.0  |   |\n| After 2021 |    |   | 4.3  |   |\n| | |   |   | |\n| |    |  $ |             11.4  |   |\n| | |   |   | |\n\n\nThe actual amounts we pay\n to our regional operators under CPAs could differ materially from\n these estimates. For example, a 10% increase or decrease in\n scheduled block hours for all of United’s regional operators\n (whether as a result of changes in average daily utilization or\n otherwise) in 2017 would result in a corresponding change in annual\n cash obligations under the CPAs of approximately\n $147 million.\n |", "source": "agreement_27.md" }, { "id": "1194", "text": "| |\n| --- |\n| [X](javascript:void(0);) |\n| \n[- Definition](javascript:void(0);)The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.", "source": "agreement_27.md" }, { "id": "1195", "text": "[+ References](javascript:void(0);)Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6455398&loc=d3e45280-112737Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6452660&loc=d3e36991-112694Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41499-112717Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 10 -Section 55 -Paragraph 40 -Subparagraph (Note 1,3) -URI http://asc.fasb.org/extlink&oid=6584154&loc=d3e38371-112697Reference 5: http://www.xbrl.org/2003/role/presentationRef", "source": "agreement_27.md" }, { "id": "1196", "text": "5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6851643&loc=d3e12069-110248Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41502-112717", "source": "agreement_27.md" }, { "id": "1197", "text": "[+ Details](javascript:void(0);)", "source": "agreement_27.md" }, { "id": "1198", "text": "| | |\n| --- | --- |\n| **Name:** | us-gaap\\_LeasesOfLesseeDisclosureTextBlock |\n| **Namespace Prefix:** | us-gaap\\_ |\n| **Data Type:** | nonnum:textBlockItemType |\n| **Balance Type:** | na |\n| **Period Type:** | duration |\n\n\n |", "source": "agreement_27.md" }, { "id": "1199", "text": "EX-10.18.1\n2\nd633340dex10181.htm\nEX-10.18.1\n\nEX-10.18.1\n**Exhibit 10.18.1** \n\n\n**AMENDMENT NO. 1 TO** \n\n\n**NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT** \n\n\nThis Amendment No. 1 to the Lease Agreement (the “Amendment”) is made and entered into this February 18, 2014 between Falstaff Partners,\nLLC (“Lessor”) and Carlyle Investment Management L.L.C. (“Lessee”) and relates to the Non-Exclusive Aircraft Lease Agreement (the “Lease Agreement”) entered into by and between Lessor and Lessee on December 31,\n2012. \n\n **WHEREAS**, Lessee and Lessor have entered into the Lease Agreement to provide for the lease of one (1) 2012 Gulfstream G-650 aircraft\nbearing U.S. registration number N524EA, and manufacturer’s serial number 6012 (as further defined in the Lease Agreement, the “Aircraft”) by Lessor to Lessee on the terms and conditions provided for therein; and \n\n\n**WHEREAS**, Lessee and Lessor agree to make certain amendments to the Lease Agreement; \n\n\n**NOW, THEREFORE**, in consideration of and subject to the mutual covenants, terms and conditions contained in this Amendment and for good and valuable\nconsideration, which is hereby acknowledged, Lessee and Lessor agree to the following: \n\n 1. Definitions. Capitalized terms not defined herein shall\nhave the meanings ascribed to such terms in the Lease Agreement. \n\n 2. Amendments. \n\n\n(a) Rent. Section 3.3 is hereby deleted in its entirety and replaced with the following provision:", "source": "agreement_28.md" }, { "id": "1200", "text": "(a) Rent. Section 3.3 is hereby deleted in its entirety and replaced with the following provision: \n\n\nThe Lessee shall pay rent in an amount equal to the Hourly Rent specified in Schedule A attached hereto (which amount may be modified from time\nto time upon mutual agreement of the parties hereto by executing a supplement in the form attached hereto as Schedule A-1) for each Flight Hour of use of the Aircraft by Lessee. All rent accrued during any calendar month shall be payable in arrears\non the Rent Payment Date in the immediately succeeding calendar month without further demand or invoice. All rent shall be paid to the Lessor in immediately available U.S. funds and in form and manner as the Lessor in its sole discretion may\ninstruct Lessee from time to time. In the event the Lease is terminated by either party pursuant to Section 3.1, Lessee shall pay upon demand all outstanding Hourly Rent for each used Flight Hour. \n\n\n(b) Schedule A-1. Schedule A-1 shall be added to the end of Schedule A to the Lease Agreement and shall be read as set forth in Annex A to\nthis Amendment. \n\n\n \n\n 1", "source": "agreement_28.md" }, { "id": "1201", "text": "3. Miscellaneous. Except as modified herein, all terms and conditions of the Lease Agreement shall remain\nin full force and effect and this Amendment and the Lease Agreement shall be considered to be the Lease Agreement as of the date hereof. \n\n 4.\nCounterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument. \n\n\n[Signature Page Follows] \n\n\n \n\n 2 \n\n\n\n\n\n\n\n---\n\n\nIN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment No. 1 to the Lease\nAgreement to be executed by their duly authorized representatives as of the date first above written. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| **LESSEE:** **Carlyle\nInvestment Management L.L.C.** |   | |   | **LESSOR:** **Falstaff\nPartners, LLC** |\n| | | | | |\n| By: |   | /s/ Jeffrey W. Ferguson |   | |   | By: : |   | /s/ David M. Rubenstein |\n| Name: |   | Jeffrey W. Ferguson |   | |   | Name: |   | David M. Rubenstein |\n| Its: |   | General Counsel |   | |   | Its: |   | |\n\n\n \n\n 3", "source": "agreement_28.md" }, { "id": "1202", "text": "ANNEX A TO AMENDMENT NO. 1 TO THE LEASE AGREEMENT \n\n\n**NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT** \n\n\n**Schedule A-1** \n\n\n**Supplement No.      to Non-Exclusive Aircraft Lease Agreement** \n\n\nSupplement No.      dated              ,\n20     (this “Supplement”), is between **Falstaff Partners, LLC** (“Lessor”), and **Carlyle Investment Management L.L.C.** (“Lessee”) and relates to that certain Non-Exclusive Aircraft\nLease Agreement dated as of December 31, 2012 (as amended, modified and supplemented, the “Lease”). \n\n **WHEREAS**, Lessor and Lessee have\nagreed to modify the Hourly Rent pursuant to Section 3.3 of the Lease. \n\n **NOW, THEREFORE**, in consideration of the premises and other good and\nsufficient consideration, Lessor and Lessee hereby agree as follows: \n\n As of the date of execution of this Supplement, the Hourly Rent shall be\n$        , which shall supersede the Hourly Rent listed on Schedule A hereto (or otherwise agreed to by the parties in a supplement entered into prior to the date hereof). \n\n\nAll of the terms and provisions of this Supplement are hereby incorporated by reference in the Lease to the same extent as if fully set forth therein. \n\n\nThis Supplement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all\nsuch counterparts shall together constitute but one and the same instrument. \n\n [Signature Page Follows] \n\n\n \n\n 4", "source": "agreement_28.md" }, { "id": "1203", "text": "**IN WITNESS WHEREOF**, the Lessor and the Lessee have each caused this **Supplement No.\n     to the Non-Exclusive Aircraft Lease Agreement** to be duly executed as of the date set forth above. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| LESSOR: |\n| |\n| Falstaff Partners, LLC |\n| | |\n| By: |   |   |\n| Print: |   | |\n| Title: |   | |\n| |\n| LESSEE: |\n| |\n| Carlyle Investment Management L.L.C. |\n| | |\n| By: |   |   |\n| Print: |   | |\n| Title: |   | |\n\n\n \n\n 5", "source": "agreement_28.md" }, { "id": "1204", "text": "EX-10.20\n3\nd447222dex1020.htm\nEXHIBIT 10.20\n\nExhibit 10.20\n**Exhibit 10.20** \n\n **NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT** \n\n Dated as of the 26th day of\nDecember 2012, \n\n between \n\n **ORANGE CRIMSON AVIATION, L.L.C.** \n\n as Lessor, \n\n\nand \n\n **CARLYLE\nINVESTMENT MANAGEMENT L.L.C.** \n\n as Lessee, \n\n concerning one (1) 2008 Gulfstream G-550 aircraft bearing U.S. registration number N385WL (to become N554DG), and manufacturer’s serial number 5196 \n\n\n**INSTRUCTIONS FOR COMPLIANCE WITH** \n\n **“TRUTH IN LEASING” REQUIREMENTS UNDER FAR § 91.23** \n\n\n***Within 24 hours after execution of this Aircraft Lease Agreement:*** \n\n\nmail a copy of the executed document, without Schedule A, to the \n\n\nfollowing address via certified mail, return receipt requested: \n\n Federal Aviation Administration \n\n Aircraft Registration Branch \n\n\nATTN: Technical Section \n\n P.O. Box 25724 \n\n Oklahoma City, Oklahoma 73125 \n\n\n***At least 48 hours prior to the first flight to be conducted under this Agreement:*** \n\n\nprovide notice of the departure airport and proposed time of departure \n\n\nof said first flight, by telephone or facsimile, to the Flight Standards \n\n\nDistrict Office located nearest the departure airport. \n\n ***Carry a copy of this Aircraft Lease Agreement in the aircraft at all times.*** \n\n \\*     \\*     \\* \n\n ***Schedule A\ncontains only economic rental data and is*** \n\n ***intentionally omitted for FAA submission purposes.***", "source": "agreement_29.md" }, { "id": "1205", "text": "This **NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT** (the “Agreement”) is entered into as of\nDecember 26, 2012 (the “Effective Date”), by and between **Orange Crimson Aviation LLC.** (“Lessor”), and **CARLYLE INVESTMENT MANAGEMENT L.L.C.** (“Lessee”). \n\n\n**W I T N E S S E T H :** \n\n **WHEREAS**, Lessor is, as of the Effective Date of this Agreement, the registered owner of the Aircraft described and referred to herein; \n\n\n**WHEREAS**, Lessee desires to lease from the Lessor, and Lessor desires to lease to Lessee, the Aircraft, upon and subject to the\nterms and conditions of this Agreement; and \n\n **WHEREAS**, during the term of this Agreement, the Aircraft may be subject to\nconcurrent leases to other lessees. \n\n **NOW, THEREFORE**, in consideration of the mutual promises herein contained and other\ngood and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: \n\n **SECTION 1.\nDEFINITIONS** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.1 | The following terms shall have the following meanings for all purposes of this Agreement: |\n\n\n**“Aircraft”** means the Airframe and the Engines. Such Engines shall be deemed part of the “Aircraft” whether or\nnot from time to time attached to the Airframe or on the ground.", "source": "agreement_29.md" }, { "id": "1206", "text": "**“Airframe”** means that certain Gulfstream\nG-550 aircraft bearing U.S. registration number N385WL (to become N554DG), and manufacturer's serial number 5196 together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines)\nso long as such Parts shall be either incorporated or installed in or attached to the Airframe. \n\n **“Applicable\nLaw”** means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of\nany governmental body, instrumentality, agency or authority, including, without limitation, the FARs, the Federal Aviation Act of 1958 as amended, and Title 49, Subtitle VII of the United States Code. \n\n\n**“Business Day”** means any day of the year in which banks are not authorized or required to close in the location of\nLessor's address for notification. \n\n **“Engines”** means two (2) Rolls-Royce Deutschland GmbH model BR700-710\nC4-11 engines bearing manufacturer’s serial numbers 15495 and 15496 together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. An Engine shall remain leased hereunder whether or\nnot from time to time attached to the Airframe or on the ground. \n\n\n \n\n -2-", "source": "agreement_29.md" }, { "id": "1207", "text": "**“FAA”** means the Federal Aviation Administration of the United States\nDepartment of Transportation or any successor agency. \n\n **“FARs”** means collectively the Aeronautics Regulations\nof the Federal Aviation Administration and the Department of Transportation, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations. \n\n “**Flight Crew**” has the meaning specified in Section 5.3 of this Agreement. \n\n **“Flight Hour”** means each flight hour of use of the Aircraft by Lessee, as recorded on the Aircraft hour meter and measured from the time the Aircraft wheel blocks are removed at the\nbeginning of a flight, to the time the Aircraft wheel blocks are replaced after the Aircraft lands at the end of a flight in one-tenth (1/10th) of an hour increments. Flight Hours also include any flight hours consumed in repositioning the Aircraft to\nfacilitate Lessee’s scheduled itineraries. \n\n **“FSDO Notice”** means a FSDO Notification Letter in the form of\nSchedule B attached hereto. \n\n **“Lien”** means any mortgage, security interest, international interest,\nlease or other charge or encumbrance or claim or right of others, including, without limitation, rights of others under any airframe or engine interchange or pooling agreement. \n\n **“Operating Base”** means Dulles International Airport, Virginia. \n\n\n**“Operational Control”** has the same meaning given the term in Section 1.1 of the FARs.", "source": "agreement_29.md" }, { "id": "1208", "text": "**“Operational Control”** has the same meaning given the term in Section 1.1 of the FARs. \n\n\n**“Parts”** means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment\nof whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts. \n\n\n**“Pilot in Command”** has the same meaning given the term in Section 1.1 of the FARs. \n\n\n**“Rent Payment Date”** means the last Business Day of each calendar month. \n\n\n**“Schedule Keeper”** means the person designated by Lessor to coordinate the scheduling of the Aircraft. \n\n\n**“Taxes”** means all sales taxes, use taxes, retailer taxes, duties, fees, excise taxes (including, without limitation,\nfederal transportation excise taxes), or other taxes of any kind which may be assessed or levied by any Taxing Jurisdiction as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee. \n\n\n**“Taxing Jurisdictions”** means any federal, state, county, local, airport, district, foreign, or other governmental\nauthority that imposes Taxes. \n\n **“Term**” means the term of this Agreement set forth in Section 3.1.\n\n\n\n \n\n -3-", "source": "agreement_29.md" }, { "id": "1209", "text": "**SECTION 2. LEASE AND DELIVERY OF THE AIRCRAFT** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 2.1 | **Lease**. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Aircraft, on the terms and conditions of this Agreement.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2.2 | **Delivery**. The Aircraft shall be delivered by Lessor to the Lessee at the Operating Base or at such other location that is mutually agreeable by Lessor and Lessee\nprior to each use of the Aircraft **in “AS IS”, “WHERE AS” condition subject to each and every disclaimer of warranty and requirements as set forth in Section 4.3 hereof**. Upon each such delivery, the United States\nstandard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft, and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(1). Lessor shall not be liable for delay or failure to\nfurnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, terrorism, civil commotion, strikes or labor disputes, weather conditions, or acts of God.\n |", "source": "agreement_29.md" }, { "id": "1210", "text": "| | |\n| --- | --- |\n| 2.3 | **Non-Exclusivity.** Lessee and Lessor acknowledge that the Aircraft is leased to Lessee on a non-exclusive basis, and that the Aircraft shall, at other times, be\noperated by Lessor and may be otherwise subject to lease to others during the Term at Lessor’s sole discretion. During any period during which the Lessor or any other person or entity is utilizing the Aircraft, Lessee’s leasehold rights to\npossession of the Aircraft under this Agreement shall temporarily abate, but all other provisions of this Agreement shall nevertheless continue in full force and effect. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 2.4 | **FSDO Notice.** At least 48 hours prior to the first flight to be conducted under this Agreement, Lessee shall complete the FSDO Notice attached hereto as\nSchedule B and deliver the completed FSDO Notice by facsimile to the FAA Flight Standards District Office located nearest to the departure airport of said first flight. |\n\n **SECTION 3. TERM, SCHEDULING, AND RENT** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3.1 | **Term**. The Term shall commence on the Effective Date, and be effective for a period of one (1) year. At the end of the first one (1) year period or any\nsubsequent one (1) year period, the Term shall automatically be renewed for an additional one (1) year period, unless terminated by either party. Either party may terminate this Agreement with or without cause upon forty-eight\n(48) hours notice to the other party; provided, however, that Lessee shall be permitted to complete any scheduled use of the Aircraft which has commenced. |", "source": "agreement_29.md" }, { "id": "1211", "text": "-4-", "source": "agreement_29.md" }, { "id": "1212", "text": "| | |\n| --- | --- |\n| 3.2 | **Scheduling**. Lessee’s use of the Aircraft during the Term of this Agreement is non-exclusive. The parties agree as follows: |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Use by Lessor and Other Lessees. Lessor and Lessee agree that Lessor may lease the Aircraft to one or more other lessees during the Term on a non-exclusive\nbasis, that Lessor has the absolute right to determine the availability of the Aircraft for Lessee and that Lessor’s use of the Aircraft shall have priority over the availability of the Aircraft for lease to Lessee or any other party. Lessor\nagrees that at such times as the Aircraft is not undergoing maintenance or being used by Lessor, Lessee and all other lessees of the Aircraft shall have equal rights to use of the Aircraft and that all use of the Aircraft shall be scheduled on a\n“first come, first served” basis; provided, however, that Lessee and all other lessees shall cooperate in good faith on all scheduling matters and shall use their respective best efforts to avoid scheduling conflicts involving the\nAircraft. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Designation of Schedule Keeper. Lessor shall advise Lessee of the individual or entity that will coordinate the scheduling of the Aircraft.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Minimum Usage by Lessee. Nothing contained herein shall obligate Lessee to any minimum usage of the Aircraft, it being understood and agreed that Lessee’s\nusage shall be on an “as-needed” basis. |", "source": "agreement_29.md" }, { "id": "1213", "text": "| | |\n| --- | --- |\n| 3.3 | **Rent**. The Lessee shall pay rent in an amount equal to the Hourly Rent specified in Schedule A attached hereto for each Flight Hour of use of the Aircraft\nby Lessee. The amount of Hourly Rent paid during the calendar year (or prorated portion thereof) shall be compared to the actual utilization costs of the Aircraft at the end of each calendar year beginning December 31, 2013. If the actual\nutilization costs exceed the amount of Hourly Rent paid, Lessee shall pay the amount of such excess to Lessor by the Rent Payment Date in January of the immediately following year. If the amount of Hourly Rent paid during the calendar year (or\nprorated portion thereof) exceeds the actual utilization costs, Lessor shall apply the amount of such excess to the account of Lessee for credit against future Hourly Rent which is due under this Agreement. All rent accrued during any calendar month\nshall be payable in arrears on the Rent Payment Date in the immediately succeeding calendar month without further demand or invoice. All rent shall be paid to the Lessor in immediately available U.S. funds and in form and manner as the Lessor in its\nsole discretion may instruct Lessee from time to time. In the event the Lease is terminated by either party pursuant to Section 3.1, Lessee shall pay upon demand all outstanding Hourly Rent for each used Flight Hour. |", "source": "agreement_29.md" }, { "id": "1214", "text": "| | |\n| --- | --- |\n| 3.4 | **Taxes.** Neither rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any\nTaxing Jurisdictions as a result of the lease of the Aircraft to Lessee. Lessee shall remit to Lessor all such Taxes together with each payment of rent pursuant to Section 3.3. |\n\n\n**SECTION 4. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 4.1 | **Representations and Warranties of Lessee**. Lessee represents and warrants as of the date hereof and during the entire Term hereof as follows:\n |\n\n 4.1.1 Lessee is a validly organized limited liability company under the laws of the State of Delaware, and the\nperson executing on behalf of Lessee has full power and authority to execute this Agreement on behalf of Lessee and by such execution shall bind Lessee under this Agreement. \n\n 4.1.2 No action, suit, or proceeding is currently pending or threatened against Lessee which shall in any material way affect Lessee’s financial status as of the date hereof, or impair the execution,\ndelivery, or performance by Lessee of this Agreement. \n\n 4.1.3 The execution and delivery of this Agreement by Lessee and the\nperformance of its obligations hereunder have been duly authorized by all necessary corporate action and do not \n\n\n \n\n -5-", "source": "agreement_29.md" }, { "id": "1215", "text": "conflict with any provision of Lessee’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessee may now have with other\nparties. \n\n 4.1.4 Lessee is not subject to any restriction, which with or without the giving of notice, the passage of time, or\nboth, prohibits or would be violated by or be in conflict with this Agreement. \n\n 4.1.5 Lessee will not permit the Aircraft to be\noperated in any manner contrary to any manual or instructions for the Aircraft or in violation of the terms or conditions of any insurance policy covering the Aircraft or any applicable statute, regulation, ordinance, or other law. \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 4.2 | **Representations and Warranties of Lessor**. Lessor represents and warrants as of the date hereof and during the entire Term hereof as follows:\n |\n\n 4.2.1 Lessor is a validly organized limited liability company under the laws of the State of Delaware, and the\nperson executing on behalf of Lessor has full power and authority to execute this Agreement on behalf of Lessor and by such execution shall bind Lessor under this Agreement. \n\n 4.2.2 No action, suit, or proceeding is currently pending or threatened against Lessor which shall in any material way affect Lessor’s financial status as of the date hereof, or impair the execution,\ndelivery, or performance by Lessor of this Agreement.", "source": "agreement_29.md" }, { "id": "1216", "text": "4.2.3 The execution and delivery of this Agreement by Lessor and the\nperformance of its obligations hereunder have been duly authorized by all necessary limited liability company action and do not conflict with any provision of Lessor’s articles of organization, bylaws, operating agreement, any governmental\nregulations, or any other agreements that Lessor may now have with other parties.", "source": "agreement_29.md" }, { "id": "1217", "text": "| | |\n| --- | --- |\n| 4.3 | **Disclaimer of Warranties.** THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE LESSEE HEREUNDER ON AN “AS IS” BASIS. THE WARRANTIES AND\nREPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE AND LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES\nALL EXPECTATION OF OR RELIANCE UPON ANY WARRANTIES, OBLIGATIONS AND LIABILITIES OF LESSOR, EXPRESS, IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE\nOF THE AIRCRAFT. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OR FAULT OF LESSOR: (A) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE\nCAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR BY ANY INADEQUACY THEREOF, ANY DEFICIENCY OR DEFECT IN THIS AGREEMENT OR ANY OTHER CIRCUMSTANCES IN CONNECTION WITH THE AIRCRAFT OR THIS AGREEMENT; (B) THE USE,\nOPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR ANY RISKS RELATING THERETO; OR (C) ANY |\n\n\n \n\n -6-", "source": "agreement_29.md" }, { "id": "1218", "text": "| | |\n| --- | --- |\n|   | \nINTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES. LESSEE SHALL INDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS,\nSUITS, PROCEEDINGS, INJURIES (OR DEATH), DAMAGES, LIABILITIES, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATING TO LESSEE’S LEASE OR POSSESSION OF THE AIRCRAFT DURING THE TERM\nAND SUCH INDEMNIFICATION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. |\n\n **SECTION 5. REGISTRATION,\nUSE, OPERATION, MAINTENANCE AND POSSESSION** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.1 | **Title and Registration**. Title to the Aircraft shall remain vested in Lessor at all times during the Term to the exclusion of Lessee and that Lessor shall have\nonly such rights as shall be specifically set forth herein. Lessor represents that as of the date of this Agreement the Aircraft is, and throughout the Term the Aircraft shall remain, lawfully registered as a civil aircraft of the United States.\n |", "source": "agreement_29.md" }, { "id": "1219", "text": "| | |\n| --- | --- |\n| 5.2 | **Use and Operation**. Except as otherwise expressly provided herein, Lessee shall be solely and exclusively responsible for the use, operation and control of the\nAircraft while in its possession during the Term of this Agreement. Lessee shall operate the Aircraft in accordance with the provisions of Part 91 of the FARs and shall not operate the Aircraft in commercial service, as a common carrier, or\notherwise on a compensatory or “for hire” basis except to the limited extent permitted under Subpart F of Part 91 of the FARs, if applicable. Lessee agrees not to operate or locate the Airframe or any Engine, or suffer the Airframe or any\nEngine to be operated or located, in any area excluded from coverage by any insurance policy in effect or required to be maintained hereunder with respect to the Airframe or Engines, or in any war zone. Lessee agrees not to knowingly operate the\nAirframe or any Engine or knowingly permit the Airframe or any Engine to be operated during the Term except in operations for which Lessee is duly authorized, or to knowingly use or permit the Aircraft to be used for a purpose for which the Aircraft\nis not designed or reasonably suitable. Lessee will not knowingly use or operate the Aircraft in violation of any Applicable Law, or contrary to any manufacturer's operating manuals or instructions. Lessee shall not knowingly permit the Aircraft to\nbe used for the carriage of any persons or property prohibited by law nor shall it be used during the existence of any known defect except in accordance with the FARs. |", "source": "agreement_29.md" }, { "id": "1220", "text": "| | |\n| --- | --- |\n| 5.3 | **Operating Costs.** Except as otherwise provided herein, Lessor shall pay certain fixed and variable costs of operating the Aircraft, including, without limitation,\nall costs of insurance, hangarage at the Operating Base, maintenance and inspections, overhauls, oil and other lubricants. The foregoing notwithstanding, Lessee shall, at its own expense, (i) pay costs of fuel required for operation of\nLessee’s flights, (ii) pay standard catering costs, (iii) locate and retain (either through direct employment or contracting with an independent contractor for flight services) all pilots and other cabin personnel (including mechanic)\nrequired for Lessee’s operations of the Aircraft (collectively the “Flight Crew”), and (iv) pay all miscellaneous out-of-pocket expenses incurred in connection with Lessee’s operation of the Aircraft, including, but not\nlimited to, landing fees, ramp fees, overnight hangar fees, de-icing costs, contaminant recovery costs, special-request catering and commissary costs, in-flight entertainment and telecommunications charges, ground transportation, Flight Crew travel\nexpenses, charts, manuals, and other publications obtained for the specific flight, and any other similar items. |\n\n\n \n\n -7-", "source": "agreement_29.md" }, { "id": "1221", "text": "| | |\n| --- | --- |\n| 5.4 | **Maintenance of Aircraft**. Lessee shall perform, or cause to be performed, all pre- and post-flight inspections in accordance and as required by the FAA-approved\ninspection program for the Aircraft. Lessee shall notify Lessor, or cause Lessor to be notified, of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during any such inspection. Subject to the\nforegoing, Lessor shall be solely responsible for arranging the performance of all maintenance and inspections of the Aircraft during the Term, shall ensure that the Aircraft is maintained in an airworthy condition during the Term, and shall\ncoordinate the performance of and payment for all repairs and maintenance of the Aircraft. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.5 | **Flight Crew**. All members of the Flight Crew shall be fully competent and experienced, duly licensed, and qualified in accordance with the requirements of\nApplicable Law and all insurance policies covering the Aircraft. All members of the Flight Crew who are pilots shall be fully trained in accordance with an FAA-approved training program, including initial and recurrent training and, where\nappropriate, contractor-provided simulator training. |", "source": "agreement_29.md" }, { "id": "1222", "text": "| | |\n| --- | --- |\n| 5.6 | **Operational Control.** THE PARTIES EXPRESSLY AGREE THAT LESSEE SHALL AT ALL TIMES WHILE THE AIRCRAFT IS IN ITS POSSESSION DURING THE TERM MAINTAIN OPERATIONAL\nCONTROL OF THE AIRCRAFT, AND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A “DRY” OPERATING LEASE. Lessee shall exercise exclusive authority over initiating, conducting, or terminating any flight conducted pursuant to\nthis Agreement, and the Flight Crew shall be under the exclusive command and control of Lessee in all phases of such flights. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.7 | **Authority of Pilot in Command.** Notwithstanding that Lessee shall have operational control of the Aircraft during any flight conducted pursuant to this Agreement,\nLessor and Lessee expressly agree that the Pilot in Command member of the Flight Crew retained by Lessee pursuant to Section 5.3, in his or her sole discretion, may terminate any flight, refuse to commence any flight, or take any other\nflight-related action which in the judgment of the Pilot in Command is necessitated by considerations of safety. The Pilot in Command shall have final and complete authority to postpone or cancel any flight for any reason or condition which in his\nor her judgment would compromise the safety of the flight. No such action of the Pilot in Command shall create or support any liability for loss, injury, damage or delay to Lessor. |", "source": "agreement_29.md" }, { "id": "1223", "text": "| | |\n| --- | --- |\n| 5.8 | **Right to Inspect**. Lessor and its agents shall have the right to inspect the Aircraft at any reasonable time, upon giving Lessee reasonable notice, to ascertain\nthe condition of the Aircraft and to satisfy Lessor that the Aircraft is being properly repaired and maintained in accordance with the requirements of this Agreement. All required repairs shall be performed as soon as practicable after such\ninspection. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.9 | **Modification of Aircraft**. Lessee shall not make or permit to be made any modification or alteration, improvement, or addition to the Aircraft without the express\nwritten consent of Lessor. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.10 | **Fines, Penalties and Forfeitures**. Lessee shall be solely responsible for any fines, penalties or forfeitures relating in any manner to the operation or use of\nthe Aircraft by Lessee under this Agreement. |\n\n\n \n\n -8-", "source": "agreement_29.md" }, { "id": "1224", "text": "**SECTION 6. CONDITION DURING TERM AND RETURN OF AIRCRAFT** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 6.1 | **Return**. Upon completion of each use of the Aircraft by Lessee during the Term, Lessee shall return the Aircraft to the Lessor by delivering the same to the\nOperating Base, fully equipped with all Engines installed thereon. Upon each such delivery, the Aircraft shall be in as good operating condition as at it was in when Lessor delivered the Aircraft to Lessee, ordinary wear and tear excepted, and the\nUnited States standard airworthiness certificate issued for the Aircraft shall be present on board the Aircraft and said standard airworthiness certificate shall be effective in accordance with FAR 21.181(a)(1). Nothing contained in this\nSection 6.1 may be interpreted to require Lessee to perform any maintenance or other obligation which is the responsibility of the Lessor pursuant to Section 5.4 hereof; provided, however, that Lessee shall be obligated to ensure that\nLessor is advised of any maintenance requirement, dangerous condition, malfunction or worn part that may be discovered during each period during the Term commencing with the delivery of the Aircraft to Lessee and terminating when the Aircraft has\nbeen redelivered to Lessor in the condition required hereunder. |\n\n **SECTION 7. LIENS**", "source": "agreement_29.md" }, { "id": "1225", "text": "**SECTION 7. LIENS** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 7.1 | Lessee shall ensure that no Liens are created or placed against the Aircraft by Lessee or third parties as a result of Lessee’s or its agents’ or\nrepresentatives’ action or inaction. Lessee shall notify Lessor promptly upon learning of any liens not permitted by these terms. Lessee shall, at its own cost and expense, take all such actions as may be necessary to discharge and satisfy in\nfull any such lien promptly after the same becomes known to it. |\n\n **SECTION 8. INSURANCE** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 8.1 | **Liability.** Lessor shall maintain, or cause to be maintained, bodily injury and property damage, liability insurance in an amount no less than Two Hundred and\nFifty Million United States Dollars (USD$250,000,000.00) Combined Single Limit for the benefit of itself and Lessee in connection with the use of the Aircraft. Said policy shall be an occurrence policy and shall include Lessee as an operator and an\nAdditional Named Insured. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.2 | **Hull.** Lessor shall maintain aircraft hull insurance in the amount of Forty-Five Million United States Dollars (US$45,000,000.00) which the parties agree\nshall be deemed to be the full replacement value of the Aircraft, and such insurance shall name Lessor and any first lien mortgage holder as loss payees as their interests may appear. Said policy shall contain a waiver of subrogation clause in favor\nof all Additional Named Insureds. |", "source": "agreement_29.md" }, { "id": "1226", "text": "| | |\n| --- | --- |\n| 8.3 | **Insurance Certificates.** Lessor will provide Lessee with a Certificate of Insurance upon execution of this Agreement and thereafter reasonably upon request\ntherefor. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.4 | **Conditions of Insurance.** Each insurance policy required hereunder shall insure the interest of Lessee regardless of any breach or violation by\nLessor of any warranties, declarations, or conditions contained in such policies. Each such policy shall be primary without any right of contribution from any insurance maintained by Lessee. The geographic limits, if any, contained in each and every\nsuch policy of insurance shall include at the minimum all territories over which Lessee will operate the Aircraft for which the insurance is placed. Each policy shall contain an agreement by the insurer that notwithstanding the lapse of any such\n |\n\n\n \n\n -9-", "source": "agreement_29.md" }, { "id": "1227", "text": "| | |\n| --- | --- |\n|   | \npolicy for any reason or any right of cancellation by the insurer or Lessor, whether voluntary or involuntary, such policy shall continue in force for the benefit of Lessee for at least thirty\n(30) days (or such lesser time as may be permitted in the case of War Risk Insurance, if such War Risk Insurance so requires) after written notice of such lapse or cancellation shall have been given to Lessee. Each policy shall contain an\nagreement by the Insurer to provide Lessee with thirty (30) days' advance written notice of any deletion, cancellation, or material change in coverage. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 8.5 | **Insurance Companies.** Each insurance policy required hereunder shall be issued by a company or companies who are qualified to do business in the United States and\nwho (i) will submit to the jurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of insurance or concerning the parties herein; and (ii) will respond to any claim or\njudgment against Lessee in any competent state or federal court in the United States or its territories. |\n\n **SECTION 9.\nDEFAULTS AND REMEDIES** \n\n 9.1 Upon the occurrence of any failure by a party hereto duly to observe or perform any of its obligations\nhereunder, and at any time thereafter so long as the same shall be continuing, the other party may, at its option, declare in writing that this Agreement is in default; and at any time thereafter, so long as the outstanding default shall not have\nbeen remedied, the non-defaulting party may cancel, terminate, or rescind this Agreement and may exercise any and all remedies available to it at law or in equity.", "source": "agreement_29.md" }, { "id": "1228", "text": "**SECTION 10. NOTICES** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.1 | All communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Agreement shall be in\nwriting and shall be deemed to have been duly given or made when delivered by hand or on the next Business Day when sent by overnight courier or when transmitted by means of facsimile or other wire transmission (with request for assurance of receipt\nin a manner typical with respect to communications of that type and followed promptly with the original thereof and a copy sent simultaneously therewith by first class mail, postage prepaid) in each case at the address set forth below:\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **If to Lessor:** |    | Orange Crimson Aviation, L.L.C. |\n| |    | 1001 Pennsylvania Ave., NW |\n| |    | Suite 200 |\n| |    | Washington, DC 20004 |\n| |    | Attn: Daniel A. D’Aniello |\n| | |\n| **If to Lessee:** |    | Carlyle Investment Management L.L.C. |\n| |    | 1001 Pennsylvania Ave. NW |\n| |    | Suite 220 |\n| |    | Washington, DC 20004 |\n| |    | Attn: Jeffrey Ferguson |\n\n\n \n\n -10-", "source": "agreement_29.md" }, { "id": "1229", "text": "**SECTION 11. EVENT OF LOSS AND INDEMNIFICATION** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 11.1 | **Notification of Event of Loss**. In the event any damage to or destruction of the Aircraft shall occur, while the Aircraft is in the possession of Lessee, or in\nthe event of any whole or partial loss of the Aircraft during such time, including, without limitation, any loss resulting from the theft, condemnation, confiscation or seizure of, or requisition of title to or use of, the Aircraft by private\npersons or by any governmental or purported governmental authority, Lessee shall immediately: |\n\n 11.1.1 report the\nevent of loss to Lessor, the insurance company or companies, and to any and all applicable governmental agencies; and \n\n 11.1.2\nfurnish such information and execute such documents as may be required and necessary to collect the proceeds from any insurance policies.", "source": "agreement_29.md" }, { "id": "1230", "text": "| | |\n| --- | --- |\n| 11.2 | **Repair or Termination**. In the event the Aircraft is partially destroyed or damaged, Lessor shall have the option, in its sole discretion, to either\n(i) fully repair the Aircraft in order that it shall be placed in at least as good condition as it was prior to such partial destruction or damage; or (ii) terminate this Agreement. Within five (5) days after the date of such partial\ndestruction or damage, Lessor shall give written notice to Lessee specifying whether Lessor has elected fully to repair the Aircraft and, if so, the expected date the Aircraft will be fully repaired and available for Lessee’s use in accordance\nwith this Agreement, or to terminate this Agreement, which termination shall be effective immediately upon such written notice from Lessor to Lessee setting forth Lessor's election to so terminate this Agreement. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 11.3 | **Indemnification.** Lessee hereby releases, and shall defend, indemnify and hold harmless Lessor and its shareholders, members, directors, officers, managers,\nemployees, successors and assigns, from and against, any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and criminal legal proceedings, penalties, fines, and other sanctions, and any attorneys’\nfees and other reasonable costs and expenses, directly or indirectly arising from the use of the Aircraft by Lessee to the extent of available insurance. |\n\n **SECTION 12. MISCELLANEOUS**", "source": "agreement_29.md" }, { "id": "1231", "text": "**SECTION 12. MISCELLANEOUS** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.1 | **Entire Agreement.** This Agreement, and all terms, conditions, warranties, and representations herein, are for the sole and exclusive benefit of the signatories\nhereto. This Agreement constitutes the entire agreement of the parties as of its Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises, and warranties\nmade with respect to the subject matter of this Agreement. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.2 | **Other Transactions.** Except as specifically provided in this Agreement, none of the provisions of this Agreement, nor any oral or written statements,\nrepresentations, commitments, promises, or warranties made with respect to the subject matter of this Agreement shall be construed or relied upon by any party as the basis of, consideration for, or inducement to engage in, any separate agreement,\ntransaction or commitment for any purpose whatsoever. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.3 | **Prohibited and Unenforceable Provisions.** Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to\nsuch jurisdiction, be ineffective to |\n\n\n \n\n -11-", "source": "agreement_29.md" }, { "id": "1232", "text": "| | |\n| --- | --- |\n|   | \nthe extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction. To the extent permitted\nby applicable law, each of Lessor and Lessee hereby waives any provision of applicable law which renders any provision hereof prohibited or unenforceable in any respect. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 12.4 | **Enforcement.** This Agreement, including all agreements, covenants, representations and warranties, shall be binding upon and inure to the benefit of, and may be\nenforced by Lessor, Lessee, and each of their agents, servants and personal representatives. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.5 | **Headings.** The section and subsection headings in this Agreement are for convenience of reference only and shall not modify, define, expand, or limit any of the\nterms or provisions hereof. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.6 | **Counterparts.** This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original,\nbut all such counterparts shall together constitute but one and the same instrument. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.7 | **Amendments.** No term or provision of this Agreement may be amended, changed, waived, discharged, or terminated orally, but only by an instrument in writing signed\nby the party against which the enforcement of the change, waiver, discharge, or termination is sought. |", "source": "agreement_29.md" }, { "id": "1233", "text": "| | |\n| --- | --- |\n| 12.8 | **No Waiver.** No delay or omission in the exercise or enforcement or any right or remedy hereunder by either party shall be construed as a waiver of such right or\nremedy. All remedies, rights, undertakings, obligations, and agreements contained herein shall be cumulative and not mutually exclusive, and in addition to all other rights and remedies which either party possesses at law or in equity.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.9 | **No Assignments.** Neither party may assign its rights or obligations under this Agreement without the prior written permission of the other.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.10 | **Governing Law.** This Agreement has been negotiated and delivered in the Commonwealth of Virginia and shall in all respects be governed by, and construed in\naccordance with, the laws of the Commonwealth of Virginia, including all matters of construction, validity and performance, without giving effect to its conflict of laws provisions. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 12.11 | **Jurisdiction and Venue**. Each party hereby consents to the nonexclusive jurisdiction and venue of the state and federal courts serving the Commonwealth of\nVirginia. Nothing in this Agreement shall, however, prohibit any party from seeking enforcement of this Agreement in any appropriate court and in any jurisdiction where the party against whom enforcement is sought is subject to personal jurisdiction\nand where venue is proper. |\n\n [Remainder of Page Intentionally Left Blank] \n\n\n \n\n -12-", "source": "agreement_29.md" }, { "id": "1234", "text": "**SECTION 13. TRUTH IN LEASING** \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 13.1 | TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FARs. |\n\n WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD, THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED\nAND IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF FAR: \n\n CHECK ONE: \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| ¨ | 91.409 (f) (1): A continuous airworthiness inspection program that is part of a continuous airworthiness maintenance program currently in use by a person holding\nan air carrier operating certificate or an operating certificate issued under FAR Part 121, 127, or 135 and operating that make and model aircraft under FAR Part 121 or operating that make and model under FAR Part 135 and maintaining it under FAR\n135.411(a)(2). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| ¨ | 91.409 (f) (2): An approved aircraft inspection program approved under FAR 135.419 and currently in use by a person holding an operating certificate issued under\nFAR Part 135. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| x | 91.409 (f) (3): A current inspection program recommended by the manufacturer. |", "source": "agreement_29.md" }, { "id": "1235", "text": "| | |\n| --- | --- |\n| ¨ | 91.409 (f) (4): Any other inspection program established by the registered owner or operator of the Aircraft and approved by the Administrator of the Federal\nAviation Administration in accordance with FAR 91.409 (g). |\n\n THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT\nAND FOR OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF FAR: \n\n CHECK ONE:\n\n\n  \n\n\n\n\n| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | |\n| ¨    91.409 (f) (1) |    | ¨    91.409 (f) (2) |    | x    91.409 (f) (3) |    | ¨    91.409 (f) (4) |\n\n LESSEE ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND IN\nFACT WILL BE THE LESSEE OF SUCH AIRCRAFT. EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.", "source": "agreement_29.md" }, { "id": "1236", "text": "AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION\nADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE. \n\n THE PARTIES HERETO CERTIFY\nTHAT 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. \n\n\n \n\n -13-", "source": "agreement_29.md" }, { "id": "1237", "text": "\\*     \\*     \\* \n\n\n**IN WITNESS WHEREOF**, the Lessor and the Lessee have each caused this **Non-Exclusive Aircraft Lease Agreement** to be duly\nexecuted as of the Effective Date. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| LESSOR: |\n| |\n| **Orange Crimson Aviation, L.L.C.** |\n| | |\n| By: |   | /s/ Daniel A. D’Aniello |\n| Print: |   | Daniel A. D’Aniello |\n| Title: |   | Sole Member |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| LESSEE: |\n| |\n| **Carlyle Investment Management L.L.C.** |\n| | |\n| By: |   | /s/ Jeffrey W. Ferguson |\n| Print: |   | Jeffrey W. Ferguson |\n| Title: |   | General Counsel and Managing Director |\n\n\n \n\n -14-", "source": "agreement_29.md" }, { "id": "1238", "text": "EX-10.1\n2\ndex101.htm\nAIRCRAFT LEASE AGREEMENT\n\nAircraft Lease Agreement\n**Exhibit 10.1** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n **AIRCRAFT LEASE AGREEMENT** (“Agreement” or\n“Lease”) made and dated for reference as of the 17th day of January 2007, at Carlsbad, California.\n\n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| BETWEEN: |    | Heckmann Enterprises, Inc. |    | LESSOR |\n| AND: |    | K2 Inc. |    | LESSEE |\n\n **W I T N E S S E T H:** \n\n Lessee has requested Lessor to provide, and Lessor is willing to provide the aircraft described in Appendix A annexed hereto for the purpose of leasing\nthe same to Lessee for the Term identified in Section 1. \n\n Lessee shall lease the described aircraft from Lessor pursuant to and upon\nthe terms, conditions and provisions of this Agreement. \n\n The parties hereto covenant and agree as follows: \n\n The following terms, whenever used in this Agreement will have the following meanings, unless otherwise required by context: \n\n “AIRCRAFT” means the one (1) Canadair Ltd. Challenger CL600-2B16 Airframe, bearing manufacturer serial number 5111 and FAA\nRegistration Number N502HE, as more fully described in Appendix A, along with the Engines, the Manuals and Technical Records, and the Parts, or one or more of the above as required by context.", "source": "agreement_3.md" }, { "id": "1239", "text": "“ENGINES” means two (2) General Electric CF 34 Engines, bearing manufacturer serial number 350421 on the left engine and 350402 on\nthe right engine. \n\n “FLIGHT HOUR” shall mean each hour elapsing from the moment the wheels of the Aircraft leave the ground\non take off to the moment when the wheels of the Aircraft touch ground on landing. For the purposes of all calculations under this Agreement measured in Flight Hours, such hours including fractions thereof shall be measured in tenths of an hour.\n\n\n “HANGAR” means the aircraft hangar owned by Lessor and located at Palm Springs International Airport, Palm Springs,\nCalifornia, subject to change if approved in writing by Lessee. \n\n “MANUALS AND TECHNICAL RECORDS” means all records,\nmanuals, technical data, logs and other materials and documents in relation to the Aircraft, as shall be required by the Aviation Authority or by applicable law to be kept or maintained in relation to the Aircraft. \n\n  \n\n\n1", "source": "agreement_3.md" }, { "id": "1240", "text": "“PARTS” means all components, Engines, instruments, accessories, furnishings, and other\nequipment of whatever nature. \n\n “RENT COMMENCEMENT DATE” means the date rent initially starts on the Aircraft, as\nidentified in “Lease Payments,” Section 4. \n\n “TOTAL LOSS” with respect to the Aircraft, Airframe or any\nEngine shall mean any of the following events with respect to such property: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | an actual or constructive total loss of such property; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | destruction or damage beyond repair, or rendition permanently unfit for normal use for any reason whatsoever; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | hijacking or theft thereof or disappearance thereof for a period in excess of ninety (90) consecutive days; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | the condemnation, confiscation, compulsory acquisition, seizure, requisition of title or taking of title to the Aircraft or Airframe or any Engine by any governmental entity; or\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | the deprivation, requisition or taking for use of the Aircraft or Airframe or any Engine by any Governmental Entity or instrumentality or agency thereof for a period greater than\nninety (90) consecutive days. |\n\n A Total Loss with respect to the Aircraft shall be deemed to have occurred if a Total\nLoss has occurred with respect to the Airframe.", "source": "agreement_3.md" }, { "id": "1241", "text": "A Total Loss with respect to the Aircraft shall be deemed to have occurred if a Total\nLoss has occurred with respect to the Airframe. \n\n 1. **TERM OF LEASE**. \n\n This Agreement is for both the Aircraft and the Hangar. Subject to Lessee’s execution and delivery of the Acceptance Certificate attached hereto as\nExhibit B, this Agreement will commence immediately on delivery of the Aircraft to Lessee by Lessor on January 22, 2007. The Agreement will remain in effect until the 31st day of December, 2011, unless otherwise terminated under the terms of this Agreement (the “Term”). Either Lessor or Lessee shall have the right to\nterminate this Agreement at any time upon not less than ninety (90) days prior written notice; provided that such termination shall not affect either party’s obligations hereunder for any period prior to such termination including, without\nlimitation, any party’s maintenance obligations set forth in Section 7. \n\n  \n\n\n2", "source": "agreement_3.md" }, { "id": "1242", "text": "2. **NATURE OF LEASE**. \n\n The parties acknowledge and agree that it is their intent that this Lease be treated as a “true lease” for Federal income tax purposes.\n\n\n 3. **LESSOR’S WARRANTIES**. \n\n a. Except as otherwise provided herein, the Aircraft is leased to Lessee hereunder “AS IS, WHERE IS” and Lessor does not make or give any warranties as to the Aircraft, its airworthiness, design, fitness or\ncondition, or as to any other matter or thing whatsoever except for warranty of right of quiet enjoyment, and all warranties are, to the extent permitted by law or otherwise provided herein, hereby expressly excluded, except Lessor represents and\nwarrants that it has the legal right to lease the Aircraft hereunder, that the entering into and performance of this Agreement by Lessor do not conflict with any contract or agreement to which Lessor is a party or by which it or its properties are\nbound or affected, and that this Agreement is in compliance with all applicable federal and state laws with respect to the status of Lessor in its capacity as owner/lessor of the Aircraft and in its status as operator of the Aircraft when the\nAircraft is in the operational control of Lessor, its affiliates or agents as contemplated in Section 4(d). \n\n b. Except as otherwise\nexpressly provided in this Agreement, Lessor shall not be liable to Lessee for any loss, cost, damage, or expense of any kind or nature, caused directly or indirectly, by the Aircraft or the use or maintenance thereof, or by any interruption of\nservice of whatsoever and howsoever caused, other than interruption of right of quiet enjoyment.", "source": "agreement_3.md" }, { "id": "1243", "text": "LESSOR LEASES THE AIRCRAFT TO LESSEE\nHEREUNDER “AS IS” AND “WHERE IS”, AND NEITHER LESSOR NOR ANY SUCCESSOR IN INTEREST THERETO, BY ASSIGNMENT OR OTHERWISE, SHALL BE DEEMED TO HAVE MADE OR TO MAKE AND BY ACCEPTING THE AIRCRAFT HEREUNDER LESSEE HEREBY WAIVES,\nRELEASES AND RENOUNCES ANY RIGHTS PREMISED UPON OR ANY RELIANCE UPON ANY REPRESENTATIONS, WARRANTIES, LIABILITIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE AIRCRAFT, AIRFRAME, ANY ENGINE, PART\nOR OTHER THING DELIVERED, LEASED, OR TRANSFERRED HEREUNDER, INCLUDING BUT NOT LIMITED TO: (A) AIRWORTHINESS, CONDITION, VALUE, TITLE, DESIGN, OPERATION, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATION, CONSTRUCTION, PERFORMANCE OR FITNESS FOR\nUSE; (B) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE; (C) THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT; (D) THE QUALITY OF THE MATERIAL OR WORKMANSHIP; OR (E) (i) ANY\nLIABILITY ARISING IN TORT OR CONTRACT, EXPRESS OR IMPLIED; (ii) ANY OBLIGATION OR LIABILITY ARISING FROM NEGLIGENCE, STRICT LIABILITY, OR PRODUCTS LIABILITY; (iii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING\nOR USAGE OF TRADE; OR (iv) ANY LOSS FROM INTERRUPTION OF USE, LOST PROFITS, LOST BUSINESS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. LESSOR HEREBY WAIVES, RELEASES AND RENOUNCES ANY CLAIMS FOR LOSS FROM INTERRUPTION OF USE, LOST PROFITS, LOST", "source": "agreement_3.md" }, { "id": "1244", "text": "BUSINESS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF LESSOR’S RIGHTS TO USE THE AIRCRAFT DURING THE TERM OF THIS AGREEMENT.", "source": "agreement_3.md" }, { "id": "1245", "text": "3", "source": "agreement_3.md" }, { "id": "1246", "text": "4. **LEASE PAYMENTS**. \n\n a. Lessee shall pay Lessor rent in the amount of $30,000, such first payment being due on January 22, 2007 and subsequent rent payments being due on\nthe equivalent day of each succeeding month until the end of the Term. \n\n b. On or before the 10th day of each calendar month, Lessee shall\nprovide Lessor with a written statement setting forth the number of Flight Hours for which the Aircraft has been used by Lessee and Lessor, respectively, during the immediately preceding calendar month. \n\n c. All Rent payable under this Lease shall be paid in the full amount required to be paid hereunder without regard to any Tax, fines, levies or charges\nwhatsoever and paid in U.S. dollar funds consisting of lawful currency of the United States of America that shall be immediately available at Lessor’s U.S. bank account.", "source": "agreement_3.md" }, { "id": "1247", "text": "d. As additional Rent hereunder, subject always to Lessee’s prior right to use of the Aircraft, Lessor shall be entitled to use the Aircraft for\nLessor’s purposes during the Term of this Agreement. If Lessor desires to use the Aircraft, it shall give Lessee as much advance notice of such usage as is practicable. Provided that Lessee is not using the Aircraft for its purposes, Lessee\nshall make the Aircraft available for Lessor’s use. Lessor and Lessee acknowledge, agree and understand that when Lessor is using the Aircraft for Lessor’s purposes, Lessor shall be completely responsible for and in control of the Aircraft\nand Lessee shall not be responsible for and not in control of the Aircraft. To the extent that Lessor chooses to use flight crews employed by Lessee when Lessor is using the Aircraft, the flight crews will report to and take directions exclusively\nfrom Lessor and, in all events, shall comply with the applicable Federal Aviation Regulations. At such times as Lessor uses the Aircraft, Lessor shall comply with the provisions of Sections 6(d) and 6(e) as if it were the “Lessee” and\nshall comply with the provisions of all insurance policies maintained by Lessee pursuant to Section 8. At such times as Lessor uses the Aircraft, Lessor shall be responsible for all variable costs in connection with the operation of the\nAircraft, including, but not limited to, fuel, landing fees, “Smart Parts” fees, maintenance service plan fees, hangaring fees, catering, crew travel and quartering, flight telephone and expendable supplies. The Lessor and Lessee will\nexecute a delivery receipt in the form attached hereto as Appendix C when Lessor uses the Aircraft and returns the Aircraft to Lessee. With respect to operation of the Aircraft by Lessor, its affiliates or agents, if the Lessee, its officers,", "source": "agreement_3.md" }, { "id": "1248", "text": "directors, shareholders, employees, agents or representatives (“Lessee Parties”) shall suffer any Claims (as defined in Section 6(m)) that are not covered by insurance or warranty or are not attributable to normal or customary\noperation of the Aircraft or which are attributable to Lessor’s breach of its obligations under this Lease, Lessor shall hold the Lessee Parties harmless with respect to such Claims.", "source": "agreement_3.md" }, { "id": "1249", "text": "4", "source": "agreement_3.md" }, { "id": "1250", "text": "e. Lessee’s and Lessor’s obligations hereunder shall be absolute and unconditional and shall\nnot be affected or reduced by any circumstances including, without limitation: (i) any set-off, counterclaim, recoupment, defense, or other right that Lessee may have against Lessor or any person for any reason whatsoever except for breach of\nwarranty to include but not limited to Lessee’s right of quiet enjoyment; (ii) any defect in the airworthiness, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft, unless such\ndefect in title actually or effectively prevents Lessee’s viable and efficient commercial use of the aircraft; (iii) any interruption or cessation in the use or possession of the Aircraft by Lessee or Lessor or availability thereof to\nLessee or Lessor for any reason arising out of or related to an act or omission of Lessee, or any person other than Lessor or entities acting through Lessor; (iv) any insolvency, bankruptcy, reorganization, or similar proceedings by or against\nLessor or Lessee; (v) any other circumstances or happening of any nature whatsoever, similar to any of the foregoing; or (vi) any Taxes, it being the express intention of Lessor and Lessee that amounts payable hereunder shall be payable\nhereunder in all events unless the obligation to pay the same is terminated pursuant to the express provisions of this Lease. To the extent permitted by applicable law, Lessee hereby waives any rights it may now have or that may be conferred upon\nit, by statute or otherwise, to terminate, cancel, quit or surrender this Lease except in accordance with the terms hereof. Notwithstanding the provisions of this Section 4(e), Lessee shall otherwise have the rights and remedies provided for in", "source": "agreement_3.md" }, { "id": "1251", "text": "this Lease against Lessor, *provided* that said rights shall not be asserted in an action to enforce this Lease in violation of the terms of this Lease.", "source": "agreement_3.md" }, { "id": "1252", "text": "f. Lessee and Lessor acknowledge that the rentals payable pursuant to Section 4(a) were determined based upon an assumed average annual usage by Lessee of 300 Flight Hours. Lessee and Lessor agree to negotiate in\ngood faith an adjustment to such rentals in the event that Lessee’s aggregate usage from the commencement of this Agreement through the end of any calendar year exceeds 120% of the product of 300 Flight Hours times the number of years elapsed\nsince the commencement of this Agreement. \n\n 5. **RETURN OF AIRCRAFT**. \n\n Upon the termination of this Agreement, Lessee shall return the Aircraft to Lessor at such location in the continental United States as may be mutually\nagreed upon by Lessor and Lessee, in the condition described in Appendix D. \n\n The Aircraft shall be equipped and in the same configuration\nas it was on delivery. All Manuals, Logs and Technical Records will be current and accurate with respect to the period of this Agreement. All modifications, alterations, and additions made to the aircraft during the Lease will be removed at\nLessee’s expense, except for those made pursuant to an Airworthiness Directive or service letter or bulletin issued by the Airframe or Engine manufacturer, and except for those designated by Lessor, with agreement of Lessee, to remain as part\nof the Aircraft. \n\n  \n\n\n5", "source": "agreement_3.md" }, { "id": "1253", "text": "Lessor will issue a certificate of acceptance once the conditions of this section have been complied with\nto the reasonable satisfaction of Lessor. \n\n 6. **LESSEE’S COVENANTS**. \n\n Lessee covenants with Lessor: \n\n a. That the\nAircraft was selected by Lessee and that it is of a make, size, design and capacity desired by Lessee for the purposes intended by Lessee. \n\n b. To keep and maintain the Aircraft in a fully operative and airworthy condition in conformity with any requirements or airworthiness directives which may from time to time be made by the manufacturers of the Aircraft, and in conformity\nwith all applicable laws, orders, rules, regulations, and directives of governmental departments, boards or authorities, relating to the maintenance or storage of the Aircraft. Maintenance costs and costs of complying with any airworthiness\ndirectives shall be borne by Lessee and Lessor as provided in Section 7 hereof. \n\n c. That, at Lessor’s risk and expense, Lessor or\nits agent shall have the right at all reasonable times and on reasonable notice to fully inspect the Aircraft and any parts thereof, and any documents relating thereto to determine the condition of the Aircraft, and to further determine whether or\nnot Lessee is performing according to the covenants and conditions herein contained. \n\n d. To operate the Aircraft at all times in conformity\nwith all the applicable laws, orders, rules, regulations, and authorities, domestic or foreign, and in conformity with any limitations or restrictions of performance which may from time to time be recommended by the manufacturers of the Aircraft,\nand within the geographical limitations on operations of the Aircraft pursuant to applicable policies of insurance maintained by Lessee.", "source": "agreement_3.md" }, { "id": "1254", "text": "e. To permit the Aircraft to be operated only by certified pilots employed by Lessee or contracted by Lessee and who hold valid and subsisting licenses or permits appropriate to their duties, and who have at least the minimum total pilot\nhours required by any policies of insurance on the Aircraft. \n\n f. Not to use or operate the Aircraft or permit it to be used or operated\nillegally or contrary to any applicable laws, regulations, orders, rules or directives of any power or government or agency thereof having jurisdiction, and to indemnify and hold Lessor, harmless from and against any and all actions, precautions,\nadministrative proceedings or similar assertions or threats in any way arising out of the custody, use or operation of the Aircraft during the Term of this Agreement and, subject to Lessee’s reasonable contest rights, to assume liability and\npay for any and all transgressions, defaults, fines, penalties or forfeiture incurred, suffered or assessed against Lessor or the Aircraft during the Term of this Agreement together with all legal fees, costs and expenses incidental to the foregoing\nto the complete exoneration of Lessor. \n\n  \n\n\n6", "source": "agreement_3.md" }, { "id": "1255", "text": "g. Not to sublease or otherwise transfer possession of the Aircraft or any Engine to any Person,\n*provided* that, so long as no Event of Default shall have occurred and be continuing, Lessee may, upon notice to Lessor deliver possession of the Airframe or any Engine to the manufacturer thereof for testing or other similar purposes or to\nany FAA-approved repair facility reasonably acceptable to Lessor for service, repair, maintenance or overhaul work of the Airframe or any Engine or any part thereof or for alterations or modifications in or additions to the Airframe or any Engine to\nthe extent required or permitted by the terms of this Lease. \n\n h. To keep the Aircraft free and clear of all seizures, security interests,\nforfeitures, liens, claims, privileges, debts, taxes, charges, pledges or encumbrances of any nature whatsoever applicable to any occurrence during the Term of this Agreement. \n\n i. That if for any reason any part of the Aircraft is replaced with a similar part, or any part or attachment is added thereto, no matter by whom\nmanufactured, the part so replaced or added shall at once become the property of Lessor, to the same extent as all the original parts of the Aircraft, and with the same rights and powers of Lessor in all respects as if such part had been one of the\noriginal parts thereof, and any such part added will be supported by complete records back to the original manufacture date. Any new part placed on the Aircraft shall be free of liens and shall be of same value and utility as the part being\nreplaced.", "source": "agreement_3.md" }, { "id": "1256", "text": "j. Subject to Lessee’s reasonable contest rights, to pay, when due, all license fees and other fees and assessments\nnecessary for the securing of licenses, certificates of registration and certificates of airworthiness and other similar permits for the operation of the Aircraft during the Term of this Agreement, and further, to pay, when due, all taxes, fees,\nassessments or other levies now and hereafter imposed by any provincial, federal or local government upon the Aircraft, or upon the leasing, use or operation thereof (but not on the income of Lessor), whether assessed to Lessor, or to Lessee;\nprovided that upon payment of such fees, assessments, taxes or levies, Lessee will promptly deliver the receipts for such payments to Lessor, and that if Lessor pays any sum or sums constituting an obligation of Lessee under this Agreement, then the\namount of such payments shall be reimbursed on demand. \n\n k. Subject to Sections 4(d) and 7 hereof, to furnish at its own cost and expense\nall fuel, lubricants, and other material necessary for the operation of the Aircraft, pay all maintenance, storage, hangar (other than home base hangaring), landing, airport and customs charges and fees and all other charges of operation,\nmaintenance (except as otherwise provided herein), or storage of the Aircraft.", "source": "agreement_3.md" }, { "id": "1257", "text": "l. To assume custody of the Aircraft and full\nresponsibility for its operation and maintenance during the Term. In the event of a failure of any component (to include but not limited to any Engine), it is the responsibility of Lessee to remove, repair and re-install such item. Subject to\nSection 7 hereof, if any Engine or other major component becomes non-repairable for any cause, it will be replaced with a replacement of equal value and utility with the same or improved performance ability the original, all with records\ntraceable back to manufacture, with clear warranty title in Lessor. \n\n  \n\n\n7", "source": "agreement_3.md" }, { "id": "1258", "text": "m. Subject to Section 4(d), Lessee agrees to indemnify, reimburse, and hold harmless Lessor and its\nsuccessors, assigns, agents, employees, officers, directors, shareholders, servants and representatives (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of\naction, legal proceedings, penalties, fines, other sanctions, and any costs and expenses in connection therewith, including reasonable attorney’s fees and expenses (any and all of which are hereafter referred to as “Claims”) arising\nfrom or relating to death or injuries to any Persons whomsoever (including without limitation Lessee’s employees) and for loss of or damage to any property whatsoever that in any way arises during the Term or which may result from or arise out\nof or in relation to (i) the ownership, manufacture, purchase, delivery, redelivery, lease, possession, return, import, export, disposition, use, maintenance or operation of the Aircraft either in the air or on the ground; or (ii) any\ndefect in the Aircraft arising from the material of, or any article used therein, or from the design, testing or use thereof or from any maintenance, service, repair, overhaul or testing of the Aircraft; or (iii) any infringement of any patent;\nor (iv) this Lease or any other transaction, approval or document contemplated hereby or given or entered into in connection herewith; *provided, however*, that upon payment in full to any party indemnified hereunder of any indemnities\ncontained in this Section 6(m) by Lessee, Lessee shall be subrogated to all rights and remedies that such indemnified party may have against any manufacturers, suppliers, overhaul agencies, sellers and/or prior lessees (and similar parties) of", "source": "agreement_3.md" }, { "id": "1259", "text": "the Aircraft and *provided, further*, that Lessee shall not be required to indemnify any of the Indemnified Parties against Claims arising out of such Indemnified Party’s willful misconduct or gross negligence or arising out of operational\ncontrol of the Aircraft by Lessor, its affiliates or agents pursuant to Section 4(d). Notwithstanding the preceding sentence, nothing contained herein is intended to invalidate, prejudice or otherwise compromise, Lessor’s rights and\nbenefits under the insurance required in this Lease or affect Lessor’s ability to obtain the benefits of such insurance. Lessee shall have the right to control the defense of any claims, subject to indemnification hereunder so long as no Event\nof Default is continuing. No settlement of a Claim shall be made or be binding upon any party unless both Lessor and Lessee approve such settlement in writing, such consent not to be unreasonably withheld or delayed. Lessor shall notify Lessee of\nany such Claim promptly after becoming aware thereof.", "source": "agreement_3.md" }, { "id": "1260", "text": "Lessee hereby waives, and releases the Indemnified Parties from, any Claims of\nLessee now or hereafter existing for or on account of or arising out of or in any way connected with injury to or death of personnel of Lessee, or loss or damage to property of Lessee, or the loss of use of any property, in each case that, after the\ndelivery of the Aircraft to Lessee, may result from or arise in any manner out of or in relation to the ownership, leasing, use, or operation of the Aircraft (other than operational control of the Aircraft by Lessor, its affiliates or agents),\neither in the air or on the ground, or which may be caused by any defect in the Aircraft from the material of, or any article used therein or from the testing of the Aircraft regardless of when such defect may be discovered, whether or not the\nAircraft is at the time in the possession of Lessee, and regardless of such location of the Aircraft at any such time. \n\n The indemnities\ncontained in this Section 6(m) shall continue in full force and effect notwithstanding the expiration of the Term with respect to the Aircraft or other termination of this Lease and are expressly made for the benefit of the Indemnified Parties\nand shall be enforceable by the Indemnified Parties directly. \n\n  \n\n\n8", "source": "agreement_3.md" }, { "id": "1261", "text": "n. To make rental and any other payments required by this Agreement when due. \n\n o. To keep complete, accurate, and current technical records of all flights and maintenance of the Aircraft in English in accordance with applicable\nrules and regulations of the FAA. The records shall be available for inspection by Lessor at any reasonable time, and become the property of Lessor upon return of the Aircraft. \n\n p. To maintain all insurance required by this Agreement, and notify Lessor of any lapse, cancellation, or material adverse change in the insurance\ncoverage. \n\n q. Lessee shall not knowingly use or permit the use of the Aircraft for the carriage of any goods, materials or items of cargo\nthat could reasonably be expected to cause damage to the Aircraft or that would not be adequately covered by the insurance required by this Agreement. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 7. | **ROUTINE MAINTENANCE, HEAVY MAINTENANCE, UNSCHEDULED MAINTENANCE AND AIRWORTHINESS DIRECTIVES.** |\n\n a. With respect to all routine maintenance, based on an annual accounting of routine maintenance costs incurred during each calendar year, Lessee and\nLessor shall proportionately share the costs of such maintenance based upon the number of Flight Hours that each has used the Aircraft during such calendar year. \n\n b. With respect to all scheduled heavy maintenance (including 60 month inspections and 6,000 hour overhaul of the Engines), Lessee and Lessor shall proportionately share the costs of such maintenance based upon the\nnumber of Flight Hours that each has used the Aircraft since the last corresponding heavy maintenance visit (including for the purposes of this Section 7(b) any Flight Hours flown by Lessor and Lessee prior to the commencement of this\nAgreement).", "source": "agreement_3.md" }, { "id": "1262", "text": "c. Except as provided in Section 4(d), with respect to unscheduled maintenance, the costs of which are not covered by\nwarranty or insurance, Lessee and Lessor shall proportionately share the costs of such maintenance based upon the number of Flight Hours that each has used the Aircraft (including for the purposes of this Section 7(c) any Flight Hours flown by\nLessor and Lessee prior to the commencement of this Agreement). \n\n d. With respect to the costs of compliance with any airworthiness\ndirective applicable to the Aircraft, Lessee shall bear the costs of such compliance if the cost of such compliance does not exceed $50,000. If the cost of such compliance exceeds $50,000, Lessee and Lessor shall each bear 50% of the total cost of\nthe compliance with such airworthiness directive. \n\n  \n\n\n9", "source": "agreement_3.md" }, { "id": "1263", "text": "| | | |\n| --- | --- | --- |\n|   | 8. | **INSURANCE**. |\n\n a. The Aircraft shall be at\nLessee’s risk throughout this Agreement; provided, however, that Lessee shall secure and maintain in effect, at Lessee’s expense throughout the Term, insurance policies reasonably acceptable to Lessor covering the Aircraft as follows:\n\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | Hull coverage in the name of Lessee including all risks, both in flight and not in flight, with a “loss payable” clause and a breach of warranty endorsement and a waiver\nof subrogation, to the extent that Lessee has waived its rights of subrogation under this Agreement, in favor of Lessor and other customary endorsements reasonably requested by Lessor including coverage during the periods of time when Lessor is\nusing the Aircraft; provided that if repairs of damage are made, Lessee agrees to pay the deductible amount as provided in the policy covering the Aircraft; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | Liability insurance including passenger liability written in the name of Lessee and naming Lessor as an additional insured, including coverage for Lessor during the periods of time\nwhere Lessor is using the Aircraft. |\n\n b. Lessee shall deliver certificates of insurance to Lessor specifying all coverage\nrequired herein, in form and substance reasonably satisfactory to Lessor. Lessee shall cause certificates of insurance to be issued which list Lessor, its officers, directors, employees and agents as additional insureds, and agrees to cause to be\nissued such additional certificates of insurance from time to time as may reasonably be required by Lessor to name other parties as may be identified by Lessor as additional insureds.", "source": "agreement_3.md" }, { "id": "1264", "text": "c. Minimum required coverage effective with acceptance of delivery by Lessee: \n\n Hull All Risks $$11,000,000 (the “Insured Value”); Lessee and Lessor agree to negotiate in good faith to periodically adjust the Insured Value\nto reflect the current fair market value of the Aircraft; \n\n Public Liability Insurance, including third-party liability $ 200,000,000; and\n\n\n Deductible $500,000. \n\n d. In\nthe event of any insurance claims, all deductible amounts are to be paid by Lessee. \n\n e. Lessee’s broker will notify Lessor and\nLessor’s Lender no less than thirty (30) days in advance of any lapse in coverage (ten days for nonpayment of premium), however caused, or any material adverse change in coverage. Further, in the event of non-payment of premiums, Lessor\nmay make any premium payments required to ensure that coverage is not interrupted, and any payments so made hereunder shall be payable forthwith by Lessee to Lessor. \n\n  \n\n\n10", "source": "agreement_3.md" }, { "id": "1265", "text": "9. **ASSIGNMENT.** \n\n This Lease shall not be assigned, sold or sublet by either party without the prior written consent of the other party which shall not be unreasonably\nwithheld. \n\n 10. **DEFAULT.** \n\n If Lessee defaults in payment of rent or in performance or observance of any of the covenants, terms, provisions, or conditions herein contained, and if such defaults shall not have been remedied within the grace periods identified in the\nfollowing paragraphs, or if Lessee files for bankruptcy under Chapter 11, or becomes insolvent, or in the event of cancellation of any insurance required to be maintained hereunder without replacement to insure no lapse in coverage exists, Lessor\nmay, at its option, terminate this Lease by written notice and take immediate possession of the Aircraft, all at the cost of Lessee. \n\n The\nfollowing events shall constitute Events of Default: \n\n a. Lessee shall fail to make any payment of Rent to Lessor within ten (10) days\nof when due under this Lease; \n\n b. there shall occur any termination of, material alteration in the scope of the coverage of, or material\nreduction in the maximum amounts payable under any insurance maintained by Lessee pursuant hereto, or a change in coverage from an approved insurer to an unapproved insurer, or Lessee shall operate the Aircraft after having received notice that the\ninsurance required hereby has lapsed or has been cancelled; \n\n c. Lessee shall fail to perform or observe any covenant, condition or\nagreement to be performed by it hereunder and such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee;", "source": "agreement_3.md" }, { "id": "1266", "text": "d. Lessee shall consent to the appointment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator or other similar official of itself or of a substantial part of its property,\nor Lessee shall fail to pay its debts generally as they come due or shall make a general assignment for the benefit of creditors, or Lessee shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with\nrespect to itself or its debts under any bankruptcy laws, as now or hereafter constituted or any other applicable federal or state bankruptcy, insolvency or other similar law or shall consent to the entry of an order for relief in an involuntary\ncase under any such law or Lessee shall file an answer admitting the material allegations of a petition in any such proceeding, or otherwise seek relief under the provisions of any now existing or future federal or state bankruptcy, insolvency or\nother similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with its creditors; \n\n e. any order, judgment, or decree shall be entered in any proceedings by any court of competent jurisdiction appointing, without the consent of Lessee, a receiver, trustee or liquidator of Lessee or of any substantial\npart of its property, or any substantial part of the property of Lessee shall be sequestered, and any such order, judgment, decree, appointment, or sequestration shall remain in force, undismissed, unstayed, or unvacated for a period of sixty\n(60) days after the date of entry thereof; \n\n  \n\n\n11", "source": "agreement_3.md" }, { "id": "1267", "text": "f. a petition in a proceeding or case under the bankruptcy laws or other insolvency laws (as now or\nhereafter in effect) shall be filed and shall not be withdrawn or dismissed within sixty (60) days thereafter, or, in case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be\napproved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within sixty (60) days thereafter, or a decree or order for relief in respect of Lessee shall be entered by a court of competent\njurisdiction in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, and such decree or order shall remain unstayed in effect for a period of sixty (60) days, or if, under the provisions of any law providing\nfor reorganization or winding-up of corporations that may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property and such jurisdiction, custody or\ncontrol shall remain in force, unrelinquished, unstayed or unterminated for a period of sixty (60) days. \n\n For the avoidance of doubt,\nno Event of Default shall occur if such status arises out of the operational control of the Aircraft by Lessor, its affiliates or agents pursuant to Section 4(d).", "source": "agreement_3.md" }, { "id": "1268", "text": "Upon the occurrence of any Event of Default and any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare this Lease to be in default and at any time thereafter, so long as Lessee\nshall not have cured all outstanding Events of Default, Lessor may exercise one or more of the following remedies with respect to the Aircraft as Lessor in its sole discretion shall elect (and Lessee shall comply with any such election of remedies\nby Lessor), to the extent available and permitted by, and subject to compliance with any mandatory requirements of applicable law then in effect: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | cause Lessee, upon the written demand of Lessor and at Lessee’s expense to, and Lessee shall, promptly return the Aircraft to Lessor at such location in the continental United\nStates as Lessor may reasonably specify in the manner and condition required by, and otherwise in accordance with all of the provisions of, Section 5 as if such Airframe or such Engines were being returned at the end of the Term relating\nthereto; or Lessor, at its option, may take immediate possession of and remove the Aircraft, all without liability of Lessor for or by reason of such entry or taking possession, whether for the restoration of damage to property caused by such taking\nor otherwise. Lessee shall promptly execute and deliver to Lessor such instruments of title or other documents as Lessor may deem necessary or advisable to enable Lessor or its agent to obtain possession of the Airframes or the Engines,\n*provided* that if Lessee shall for any reason fail to execute and deliver such instruments and documents after such request, Lessor shall be entitled to a judgment for specific performance, conferring the right to immediate possession upon\nLessor and requiring Lessee to execute and deliver such instruments and documents to Lessor; |", "source": "agreement_3.md" }, { "id": "1269", "text": "12", "source": "agreement_3.md" }, { "id": "1270", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | sell or otherwise dispose of the Aircraft, at a commercially reasonable and reasonably prompt public sale and with notice to Lessee or advertisement, as Lessor may reasonably\ndetermine, or use, operate, lease to others the Aircraft as Lessor, may reasonably determine, in any such case free and clear of any rights of Lessee except as hereinafter set forth in this Section 10. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | whether or not Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights under paragraph (i) or paragraph (ii) above with respect to the\nAircraft, Lessor, by written notice to Lessee specifying a payment date not earlier than ten (10) business days from the date of such notice, may cause Lessee to pay to Lessor, and Lessee shall pay to Lessor, on the payment date specified in\nsuch notice, all installments of Rent then due (iii) rescind this Lease or exercise any other right or remedy which may be available under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages\nfor the breach hereof. |", "source": "agreement_3.md" }, { "id": "1271", "text": "In addition, Lessee shall be liable for all amounts due hereunder before any termination hereof,\nincluding all costs and expenses (including reasonable attorney’s fees and disbursements) incurred by reason of the occurrence of any Event of Default or the exercise of Lessor’s remedies with respect thereto including all costs and\nexpenses incurred in connection with the return of the Aircraft (or any damages suffered as a result thereof) in accordance with the terms of Section 5. No express or implied waiver by Lessor of any Event of Default hereunder shall in any way\nbe, or be construed to be, a waiver of any future or subsequent Event of Default. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 11. | **LOSS OR DAMAGE TO AIRCRAFT AND INJURY OR DAMAGE TO THE PERSON OR PROPERTY OF THIRD PARTIES INCLUDING PASSENGERS** |\n\n In the event of loss or damage to or requisition of the Aircraft, or in the event of injury or damage being caused by the Aircraft to persons (including\npassengers) or to property, Lessee shall immediately report said loss, injury or damage to Lessor, the insurance company or companies, and to any and all applicable governmental agencies, both federal and state, and shall furnish such information\nand execute such documents as may be required and necessary to collect the proceeds under any insurance policy or to obtain the protection of any liability insurance policies. In this event, the rights, liabilities, and obligations of the parties\nhereto shall be as follows:", "source": "agreement_3.md" }, { "id": "1272", "text": "If the Aircraft is partially damaged (and is not subject to a Total Loss), then this Agreement shall remain in\nfull force and effect with respect thereto. Lessee shall, at its own expense, fully repair the Aircraft in order that the Aircraft shall be placed in as good and the same condition as it was before the damage assuming it was in the condition\nrequired hereby; \n\n  \n\n\n13", "source": "agreement_3.md" }, { "id": "1273", "text": "provided, that if the Aircraft is partially damaged while it is in the operational control of Lessor, its affiliates or agents, Lessee shall only be\nresponsible for the repair of the Aircraft to the extent that insurance or warranty proceeds are available for such repair. Upon the damage being repaired and the Aircraft being in the same condition as before the damage, Lessor shall so long as no\nEvent of Default is continuing, reimburse Lessee to the extent, but not in excess of, the proceeds of insurance covering such damage received by Lessor, this payment to be contingent upon Lessee furnishing to Lessor the necessary information and\ndocuments required for the recovery of the said insurance proceeds. Payment of this amount is further contingent upon the approval by Lessor of the repairs made by Lessee including the cost thereof and the Aircraft having been returned, as nearly as\npossible, in the same condition as before said damage occurred assuming it was in the condition required hereby. Except when the Aircraft is in the operational control of Lessor, it affiliates or agents, any and all risk of loss or damage shall be\nborne by Lessee. During any such period encompassed by repairs, all lease payments shall be made in full without offset or abatement. \n\n In\nthe event that the Aircraft shall suffer a Total Loss, Lessee shall pay the Insured Value (as set forth in Section 8(c)) to Lessor upon the earlier to occur of the date on which insurance proceeds with respect thereto are received by either\nLessor or Lessee and the date that is 120 days following such Total Loss; provided, that if the Aircraft shall suffer a Total Loss while it is in the operational control of Lessor, its affiliates or agents, Lessee shall only be responsible for the\npayment of Insured Value to the extent that insurance proceeds are available for such payment. \n\n 12. **STATEMENTS AND\nREPRESENTATIONS:**", "source": "agreement_3.md" }, { "id": "1274", "text": "12. **STATEMENTS AND\nREPRESENTATIONS:** \n\n Lessee and Lessor hereby agree that no representations, statement or agreement, other than as set forth herein,\nshall be binding upon the parties hereto unless expressed in writing signed by each party hereto and purporting to be an expressed modification of this Agreement. \n\n 13. **[INTENTIONALLY OMITTED]** \n\n 14. **NOTICES**. \n\n Any notice hereunder shall be sufficiently given by personal delivery or by telegram or by registered letter postage prepaid and mailed addressed to the\nparty to receive such notice at the address first above set forth or to such other address as may be designated in writing by either of the parties and the date or receipt of any notice by mailing as aforesaid shall be deemed conclusively to be the\nsecond business day after such mailing. Notices shall be as follows: \n\n  \n\n\n14", "source": "agreement_3.md" }, { "id": "1275", "text": "Heckmann Enterprises, Inc. \n\n Rancho Mirage, CA 92270 \n\n Attention: Richard Heckmann \n\n K2 Inc. \n\n 5818 El Camino Real \n\n Carlsbad, CA 92008\n\n\n Attention: General Counsel \n\n Telephone: (760) 494-1000\n\n\n Fax: (760) 494-1099 \n\n 15. **FURTHER\nASSURANCES.** \n\n Lessee and Lessor will each promptly and duly execute and deliver to the other such further documents and assurances\nand take such further action as may from time to time be reasonably requested by any of them in order to more effectively carry out the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be\ncreated, or otherwise arising, in favor of Lessor and Lessee hereunder. \n\n 16. **AMENDMENTS.** \n\n No term or provision of this Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing expressed to be a\nsupplement or amendment to this Lease duly signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. \n\n 17. **COUNTERPARTS.** \n\n This Lease may be executed by the parties hereto in separate counterparts,\neach of which when so executed and delivered shall constitute one and the same agreement, which shall be sufficiently evidenced by any one of such original counterparts. To the extent that this Lease constitutes chattel paper (as defined in the\nUniform Commercial Code as in effect in any applicable jurisdiction), no security interest herein may be created through the transfer or possession of any counterpart other than the original counterpart, which shall be identified as the counterpart\ncontaining the receipt therefor executed by Lessor on the signature page thereof. \n\n 18. **BINDING EFFECT.**", "source": "agreement_3.md" }, { "id": "1276", "text": "18. **BINDING EFFECT.** \n\n Subject to the terms hereof, the covenants and conditions of this Agreement shall inure to the benefit of and be binding upon the executors, successors,\nadministrators and assigns of the parties hereto. \n\n  \n\n\n15", "source": "agreement_3.md" }, { "id": "1277", "text": "| | | |\n| --- | --- | --- |\n|   | 19. | **GOVERNING LAW.** |\n\n THIS AGREEMENT SHALL BE\nGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA, STATE OF CALIFORNIA AND LESSOR AND LESSEE AGREE TO EXCLUSIVE VENUE AND JURISDICTION OF THE UNITED STATES FEDERAL COURTS AND STATE COURTS OF CALIFORNIA IN THE\nEVENT ANY DISPUTE ARISES WHICH RESULTS IN LITIGATION. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 20. | **TAXES.** |", "source": "agreement_3.md" }, { "id": "1278", "text": "Lessee agrees to pay, and to\nindemnify and hold Lessor and its successors and assigns harmless from any and all Taxes (other than taxes payable with respect to the rent or earnings arising out of this Agreement and income taxes as a result of the use of the Aircraft by Lessor\nor its affiliates) imposed, levied or withheld against, upon or from Lessor, Lessee, the Airframe, any Engine or any Part thereof arising out of or in any manner connected with the Airframe, any Engine, or any Part thereof, or upon the leasing,\npossession, repossession, use, operation, repair, maintenance, overhaul, or return of any thereof, or upon or with respect to this Lease imposed by any government entity in any country, state or political subdivision thereof in which Lessee operates\nthe Aircraft or any other aircraft, or otherwise carries on any business activity, unless, and to the extent only that, any such Taxes are being contested by Lessee in good faith and by appropriate proceedings and only so long as such proceedings do\nnot involve any danger of the sale, forfeiture, or loss of all or any portion of the Airframe, any Engine or any Part. In case any report or return is required to be made with respect to any obligation of Lessee under or arising out of this\nSection 20, Lessee shall make such report or return in a timely fashion and in such manner as will show the title of the Aircraft to be in Lessor, and send a copy of such report or return to Lessor. Lessor shall, at Lessee’s expense, take\nsuch action as Lessee may reasonably request in writing with respect to such asserted liability, and if requested by Lessee and upon the prior payment to Lessor by Lessee of an amount equal to such Tax, shall make payment of such Tax under protest,", "source": "agreement_3.md" }, { "id": "1279", "text": "if payment under protest is necessary in order to contest the claim for Taxes. If contest is made, Lessor shall, at Lessee’s expense, take such action as Lessee may reasonably request to contest the claim for Taxes and shall, if requested,\npermit Lessee, in Lessor’s name, to file a claim or prosecute an action to contest the claim for Taxes and to recover any payment made under protest. Any amount paid by Lessee pursuant to this Section 20 shall be in an amount which, after\ndeduction of all Taxes required to be paid by Lessee hereunder, shall equal the amount of payment otherwise required hereunder. All of the obligations of Lessee in this Section 20 with respect to Taxes imposed or accrued before the expiration\nor other termination of this Lease shall continue in full force and effect notwithstanding such expiration or other termination hereof and are expressly made for the benefit of, and shall be enforceable by, Lessor and its successors and assigns.", "source": "agreement_3.md" }, { "id": "1280", "text": "Lessee’s obligations under this Section 20 shall not extend to any liability resulting from any fact, occurrence, event or\ncondition occurring prior to the commencement of the Term, or, so long as no Event of Default is continuing, after the date on which the Aircraft has been returned to Lessor in accordance with the provisions of this Lease. \n\n  \n\n\n16", "source": "agreement_3.md" }, { "id": "1281", "text": "21. **OTHER CONDITIONS**. \n\n a. Lessee does not obtain any property interest in the Aircraft, nor will Lessee acquire any property rights in the Aircraft except to use the Aircraft as\na Lessee during the Term of this Agreement, or any extension thereto. \n\n b. Any delay or omission, by either party, in exercising the rights\nor powers granted by this Agreement will not affect either party’s ability to enforce those rights or powers at a later date. \n\n c. No\ndirector, officer, employee or stockholder, as such, of Lessor shall have any liability for any obligations of Lessor under this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. Lessee, by\naccepting the Aircraft hereunder, waives and releases all such liability. The waiver and release are part of the consideration for the lease of the Aircraft to Lessee hereunder. \n\n 22. **TRUTH IN LEASING** \n\n a.\nWithin 24 hours of the execution of this Lease, Lessor will mail a copy of this Lease to the Aircraft Registration Branch, Attention: Technical Section, P.O. Box 25724, Oklahoma City, OK 73125. \n\n b. A copy of this Lease must be carried in the Aircraft and shall be made available for review upon request by the Administrator (as such term is used in\n14 C.F.R. Section 91.23(c)(2)). \n\n c. Lessee will notify by telephone the FAA Flight Standards district office nearest the airport where\nthe first flight of the Aircraft will originate under this Lease. Unless otherwise authorized by that office, the notification shall be given at least 48 hours before takeoff and Lessee shall inform the FAA of the location of the airport of\ndeparture, the departure time and the registration number of the Aircraft.", "source": "agreement_3.md" }, { "id": "1282", "text": "d. LESSEE AND LESSOR HAVE REVIEWED OR CAUSED TO BE REVIEWED THE\nAIRCRAFT MAINTENANCE AND OPERATING LOGS SINCE THE LATER OF THE 12-MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT AND THE DATE OF MANUFACTURE OF THE AIRCRAFT AND HAVE FOUND THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE\nFEDERAL AVIATION REGULATIONS DURING SUCH PERIOD. LESSEE CERTIFIES THAT THE AIRCRAFT PRESENTLY COMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS. LESSEE CERTIFIES THAT THE AIRCRAFT\nPRESENTLY COMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS. \n\n  \n\n\n17", "source": "agreement_3.md" }, { "id": "1283", "text": "e. LESSEE CERTIFIES THAT LESSEE WILL BE RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS\nLEASE DURING THE PERIODS OF LESSEE’S POSSESSION AND USE OF THE AIRCRAFT DURING THE TERM HEREOF. LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. \n\n f. LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED\nUNDER THIS LEASE. 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, GENERAL AVIATION DISTRICT OFFICE, OR\nAIR CARRIER DISTRICT OFFICE. \n\n [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] \n\n  \n\n\n18 \n\n\n\n\n\n\n\n---\n\n\n**IN WITNESS WHEREOF**, Lessor and Lessee have executed this Lease the day and year first above\nwritten. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **HECKMANN ENTERPRISES, INC.** |\n| **LESSOR** |\n| | |\n| By: |   | /s/    RICHARD J. HECKMANN |\n| Title: |   | President |\n| |\n| **K2 INC.** |\n| **LESSEE** |\n| | |\n| By: |   | /s/    J. WAYNE MERCK |\n| Title: |   | President & COO |\n\n  \n\n\n19", "source": "agreement_3.md" }, { "id": "1284", "text": "EX-4\n6\nexhibit106aircraftlease.htm\nAIRCRAFT LEASE\n\n \n\n \n\n\n\n \n\n\n**AIRCRAFT LEASE AGREEMENT [49222]\n\n\n\n \n\n\ndated as of\n\n\n\nFebruary 1, 2001\n\n\n\nbetween\n\n\n\nPEGASUS AVIATION II, INC.,\n\n\nas Lessor,\n\n\n\nand\n\n\n\nVANGUARD AIRLINES, INC.,\n\n\nas Lessee\n\n\n\n \n\n\nOne (1) McDonnell Douglas model DC-9-82 aircraft, MSN 49222, U.S. Registration\n\n\nMark N16802, along with two (2) Pratt & Whitney JT8D-217A engines**Counterpart No. \\_\\_\\_ of 6 serially numbered, manually executed counterparts. To the extent that this Aircraft Lease Agreement constitutes chattel paper under the Uniform Commercial Code in the U.S. or any corresponding law in any foreign JURISDICTION, no security interest in this Aircraft Lease Agreement may be created through the transfer or possession of any counterpart hereto other than Counterpart No. 1.\n\n\n**INDEX**", "source": "agreement_30.md" }, { "id": "1285", "text": "| | | |\n| --- | --- | --- |\n| SECTION | HEADING | PAGE |\n| | | |\n| | | |\n| 1. | Definitions | 1 |\n| 2. | Lease and Conditions | 7 |\n| 3. | Delivery and Acceptance; Term | 10 |\n| 4. | Rent | 10 |\n| 5. | Representations and Warranties | 11 |\n| 6. | Possession and Use | 15 |\n| 7. | Information and Inspection | 22 |\n| 8. | Covenants of Lessee | 22 |\n| 9. | Replacement of Parts; Alterations, Modifications and Additions | 24 |\n| 10. | General Tax Indemnity | 25 |\n| 11. | Casualty Occurrences | 29 |\n| 12. | Insurance | 32 |\n| 13. | Indemnification | 34 |\n| 14. | Liens | 37 |\n| 15. | Perfection of Title and Further Assurances | 37 |\n| 16. | Return of Aircraft and Records | 38 |\n| 17. | Events of Default | 41 |\n| 18. | Remedies | 43 |\n| 19. | Alienation | 45 |\n| 20. | Miscellaneous | 46 |\n| | | |\n| | | |\n| | | |\n| EXHIBITS | | |\n| | | |\n| EXHIBIT A | Description of Aircraft | i |\n| EXHIBIT B | List of Manuals, Documents and Records | ii |", "source": "agreement_30.md" }, { "id": "1286", "text": "| EXHIBIT B | List of Manuals, Documents and Records | ii |\n| EXHIBIT C | Definitions and Values | iv |\n| EXHIBIT D | Form of Lease Supplement | viii |\n| EXHIBIT E | Delivery and Other Requirements | xi |\n| EXHIBIT F | Return Condition Requirements | xv |\n| EXHIBIT G | Maintenance Recording Requirements | xxi |\n| | | |", "source": "agreement_30.md" }, { "id": "1287", "text": "**AIRCRAFT LEASE AGREEMENT [49222]**\n THIS AGREEMENT, dated as of February 1, 2001, is by and between PEGASUS AVIATION II, INC., a Delaware corporation, or its assigns (hereinafter, the \"Lessor\"), and VANGUARD AIRLINES, INC., a Delaware corporation (hereinafter, the \"Lessee\").\n\n\n**WITNESSETH**\n WHEREAS, Lessee desires to lease from Lessor, and Lessor is willing to lease to Lessee, the aircraft described herein, upon and subject to the following terms and conditions.\n\n\n\n NOW THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:\n\n\n\nSection 1. Definitions.\n\n\n\n Unless the context otherwise requires, the following terms shall have the following respective meanings for all purposes of this Agreement and shall be equally applicable to both the singular and the plural forms of the terms herein defined:\n\n\n\nAircraft shall mean the Airframe, together with: (i) the Engines, whether or not installed on the Aircraft; (ii) all Parts and all components thereof; (iii) all ancillary equipment or devices furnished with the Aircraft under this Lease; (iv) all Aircraft Documents, and (v) all substitutions, replacements and renewals of any and all thereof.\n\n\n\nAircraft Documents shall mean the maintenance and inspection records and all other current and historical records and documentation pertaining to the Aircraft, including, without limitation, the items identified in Exhibit B hereto, those generated by Lessee during the Term, and all such documents and records required to be maintained under this Lease and in accordance with Applicable Law and the requirements of Exhibit G hereto.", "source": "agreement_30.md" }, { "id": "1288", "text": "Airframe shall mean: (a) the McDonnell Douglas model DC-9-82 aircraft (excluding Engines or engines from time to time installed thereon) bearing manufacturer's serial number 49222, United States registration N16802; and (b) any and all Parts which are from time to time incorporated or installed on or attached thereto or which have been removed therefrom so long as title thereto remains vested in Lessor in accordance herewith, including the terms of Section 9 hereof.\n\n\n\nApplicable Law shall mean: (i) any law, statute, decree, constitution, regulation, order, judgment, rule, license, permit, injunction or other directive of any Governmental Entity; (ii) any treaty, pact, compact or other agreement to which any Governmental Entity is a signatory or party; (iii) any judicial interpretation with binding characteristics or application of those described in (i) or (ii) above; (iv) any administrative interpretation with binding characteristics or application of those described in (i) or (ii) above; and (v) any amendment or revision of any of those described in (i), (ii), (iii) or (iv) above, and in each case, which is applicable to the Aircraft and its use and operation, the Lessee, any Sublessee, or the transactions contemplated by this Lease and the other Operative Agreements.\n\n\n\nApproved Insurance Broker shall mean AON Aviation or such other that insurance/reinsurance broker of internationally recognized responsibility and standing specializing in aircraft insurance as is reasonably acceptable to and approved by Lessor.\n\n\n\nApproved Insurer shall mean each insurer and reinsurer of internationally recognized responsibility and standing effecting aircraft insurance as is reasonably acceptable to and approved by Lessor with respect to all policies of insurance and reinsurance required hereunder or the current insurers of Lessee's fleet.", "source": "agreement_30.md" }, { "id": "1289", "text": "Approved Maintenance Provider shall mean: (i) with respect to any scheduled maintenance or any modification or alteration to the Aircraft, Hamilton Aviation of Tucson, Arizona, COOPESA of San Jose, Costa Rica, or such other FAA approved maintenance facility which is approved in advance in writing by Lessor to perform maintenance on the Aircraft or such facility as is otherwise mutually agreed between Lessor and Lessee; and (ii) with respect to any other required maintenance hereunder, an FAA approved maintenance facility which is approved in writing, in advance, by Lessor.\n\n\n\nBasic Rent shall mean the rent for the Aircraft specified on Exhibit C and payable throughout the Term for the Aircraft pursuant to Section 4(a) hereof.\n\n\n\nBasic Rent Payment Date shall mean the day for payment of Basic Rent determined in accordance with Exhibit C. It is further understood and agreed that if a Basic Rent Payment Date shall fall on a day which is not a Business Day, any payment due on such Basic Rent Payment Date shall be made on the next following Business Day.\n\n\n\nBusiness Day shall mean any day other than a Saturday, Sunday or other day on which banking institutions in New York, New York, or Kansas City, Missouri, or San Francisco, California are authorized or required by law to be closed.", "source": "agreement_30.md" }, { "id": "1290", "text": "Casualty Occurrence shall mean any of the following events with respect to the Aircraft, Airframe or any Engine: (a) loss of such property or its use due to theft or disappearance for a period in excess of ninety (90) consecutive days, or destruction, damage beyond economic repair, or rendition of such property permanently unfit for normal use by Lessee for any reason whatsoever; (b) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss or on the basis of a compromised or constructive total loss; (c) the condemnation, confiscation, appropriation or seizure of, or requisition of title to, such property; or the use of such property by any Governmental Entity or purported Governmental Entity, which in any such case shall have resulted in the loss of possession thereof by Lessee for a period in excess of ninety (90) consecutive days (or for such shorter period ending on the date which is the date of receipt of an insurance settlement with respect to such property on the basis of a total loss); (d) the disposal of such property by an administrator of Lessee (including a receiver, manager, liquidator or provisional liquidator) or any official exercising similar powers pursuant to applicable bankruptcy law, or any similar statute, or any disposal of such property by an administrator of Lessee or any person exercising similar powers pursuant to any security interest over the assets of Lessee; or (e) the occurrence of any event described in Section 6(a)(iii)(4) hereof. A Casualty Occurrence with respect to the Airframe shall constitute a Casualty Occurrence with respect to the Aircraft.\n\n\n\nCasualty Value shall mean the amount specified in Exhibit C hereto.\n\n\n\nCommencement Date shall have the meaning provided therefor in Exhibit C hereto.", "source": "agreement_30.md" }, { "id": "1291", "text": "Commencement Date shall have the meaning provided therefor in Exhibit C hereto.\n\n\n\nDefault shall mean an event which would constitute an Event of Default but for the lapse of time or the giving of notice or both.\n\n\n\nDelivery Location shall mean the location specified in Exhibit C hereto for the delivery of the Aircraft by Lessor to Lessee.\n\n\n\nDollars shall mean lawful currency of the United States of America.\n\n\n\nEngine shall mean any Engine installed on or furnished with the Aircraft on the Commencement Date or any subsequent date, such Engines being identified as to manufacturer, type and manufacturer serial number in Exhibit A hereto, and any Replacement Engine which may from time to time be substituted therefor pursuant to Section 11 hereof; together in each case with any and all Parts incorporated or installed in or attached thereto and any and all Parts removed therefrom so long as title thereto remains vested in Lessor in accordance with the terms of Section 9 hereof after removal from such Engine. Except as otherwise set forth herein, at such time as a Replacement Engine shall be so substituted, such replaced Engine shall cease to be an Engine hereunder. The term \"Engines\" means, as of any date of determination, all Engines then leased hereunder.\n\n\n\nEstimated Delivery Date shall mean the date specified in Exhibit C hereto.\n\n\n\nEvent of Default shall mean the occurrence of any of the events specified in Section 17 hereof.", "source": "agreement_30.md" }, { "id": "1292", "text": "Event of Default shall mean the occurrence of any of the events specified in Section 17 hereof.\n\n\n\nExcluded Payments shall mean (i) proceeds of any public liability insurance in respect of the Aircraft payable as a result of insurance claims made, or losses suffered which are payable directly to the Lessee or any Indemnitee; (ii) any interest that pursuant to the Operative Agreements may from time to time accrue in respect of any of the amounts described in clause (i) above; (iii) any right to enforce against any Person owing such amounts, the payment of any amount described in clauses (i) and (ii) above (iii) any right to exercise any election or option or make any decision or determination, or to give or receive any notice, consent, waiver or approval, or to take any other action in respect of, but in each case only to the extent relating to, any Excluded Payments; and (iv) any right of Lessee or an Indemnitee to restitution in respect of, but only to the extent relating to, any Excluded Payment resulting from a determination of invalidity of such Excluded Payment.\n\n\n\nExpiration Date shall mean the date specified as such in Lease Supplement No. 1, and in Exhibit C hereto, unless extended or accelerated as provided herein.\n\n\n\nFAA shall mean the Federal Aviation Administration of the United States Department of Transportation, or any successor thereto.\n\n\n\nFAR shall mean the Federal Aviation Regulations promulgated under the Federal Aviation Act, as amended and supplemented from time to time.\n\n\n\nFederal Aviation Act shall mean 49 U.S.C. Section40101 et. seq., as amended and as in effect on the date of this Lease, or any successor or substituted U.S. legislation at the time in effect and applicable.", "source": "agreement_30.md" }, { "id": "1293", "text": "Governmental Entity shall mean and include: (i) the FAA; (ii) any national, federal, state, or local government (whether domestic or foreign), any political subdivision thereof or local jurisdiction therein; (iii) any board, commission, department, division, organ, instrumentality, court or agency of any entity described in (ii) above, however constituted; and (iv) any association, organization or institution of which any entity described in (ii) or (iii) above is a member or to whose jurisdiction any such entity is subject or in whose activities any such entity is a participant but only (except for purposes of defining \"Applicable Law\" above) to the extent that any entity described in (i) through (iv) above has jurisdiction over this Lease, the Operative Agreements or the Aircraft and its operations, or any of the parties hereto.\n\n\n\nIndemnitees shall mean, collectively, the Lessor, and any Lessor Lender, and their respective officers, directors, shareholders, controlling persons, agents, and employees, and their respective successors and assigns.\n\n\n\nLease Agreement, this Lease Agreement, this Lease, this Agreement, herein, hereunder or other like words shall mean this Lease and all Exhibits, Lease Supplements, amendments or modifications hereto or thereto from time to time entered into.\n\n\n\nLease Identification shall mean a placard in the form set forth in Exhibit C hereto.\n\n\n\nLease Supplement shall mean Lease Supplement No. 1, substantially in the form of Exhibit D hereto, and any subsequent Lease Supplements.\n\n\n\nLessor Lender shall mean and include any Person to whom Lessor grants a security interest in the Aircraft and/or this Lease and the other Operative Agreements for the purpose of any financing to be accomplished by Lessor or any of its affiliates, and as Lessor may from time to time notify Lessee.", "source": "agreement_30.md" }, { "id": "1294", "text": "Lessor's Estate shall mean all estate, right, title and interest of the Lessor in and to the Aircraft, the Lease, the Lease Supplement, any bill of sale, any warranty with respect to the Airframe or the Engines, all amounts of Basic Rent and Supplemental Rent, including, without limitation, insurance proceeds and requisition, indemnity or other payments of any kind for or with respect to the Aircraft.\n\n\n\nLessor's Liens shall mean Liens on the Aircraft or the Lessor's Estate arising as a result of: (i) claims against Lessor or the Lessor's Estate not related to the transactions contemplated by the Operative Agreements; or (ii) acts or omissions of Lessor, not contemplated and expressly permitted under the Operative Agreements; or (iii) Taxes imposed against Lessor, the Lessor's Estate, or the Aircraft which are not indemnified against by Lessee pursuant to Section 10 hereof; or (iv) claims against Lessor, Lessor's Estate or the Aircraft arising out of the voluntary transfer by Lessor of all or any part of its interests in the Lessor's Estate, the Aircraft or this Lease, other than a transfer pursuant to Sections 11 or 18 hereof; or (v) Liens granted by the Lessor to any Lessor Lender.\n\n\n\nLien shall mean any mortgage, pledge, lien, charge, encumbrance, hypothecation, lease, exercise of rights, security interest or claim (including any imposed with respect to any Taxes, Eurocontrol fees and charges, or any airport or landing fees or related charges).", "source": "agreement_30.md" }, { "id": "1295", "text": "Maintenance Program shall mean the Lessee's FAA-approved MSG-3 maintenance program for McDonnell Douglas model DC-9-82 (Boeing MD-80 series) aircraft, or such other FAA-approved manufacturer's maintenance program as in effect from time to time for the Aircraft encompassing scheduled maintenance, condition-monitored maintenance and on-condition maintenance of the Airframe, Engines and components of the Aircraft as shall be approved by Lessor. Lessee's Maintenance Program shall not deviate materially from the respective Manufacturers' recommended MSG-3 maintenance planning documents. \n\n\n\nMaintenance Reserves shall mean the Maintenance Reserve Payments for the Aircraft specified on Exhibit C payable by the Lessee throughout the Term pursuant to Section 4(a) and Section 6(g) hereof.\n\n\n\nOperative Agreements shall mean this Lease, any Lease Supplement, any Permitted Sublease, any Security Agreement, the Participation Agreement, and any other documents and agreements executed and delivered by Lessor, Lessee and any Sublessee, or any Lessor Lender or any other Person in furtherance of the transactions contemplated hereby and thereby.\n\n\n\nParticipation Agreement shall mean that certain Aircraft Participation Agreement dated as of the date hereof among Lessee, Lessor and certain affiliates of Lessor.\n\n\n\nParts shall mean all appliances, components, parts, instruments, appurtenances, avionics, accessories, furnishings and other equipment of whatever nature (other than complete Engines or engines), which may now or from time to time be incorporated or installed in or attached to the Airframe or any Engine. Except as otherwise set forth herein, only at such time as a replacement part shall be substituted for a Part in accordance with Section 9 hereof, shall the Part so replaced cease to be a Part hereunder.", "source": "agreement_30.md" }, { "id": "1296", "text": "Permitted Lien shall mean: (i) any Lien for Taxes which are either not assessed or, if assessed, are not yet due and payable or are being contested in good faith by appropriate proceedings so long as such proceedings shall not involve any material risk of the sale, forfeiture or loss of the Aircraft; or (ii) any undetermined or inchoate Lien of a repairer, carrier, hangarkeeper, material supplier or other similar Lien arising in the ordinary course of business in respect of obligations which are not overdue or which have been adequately bonded or are being contested in good faith by appropriate proceedings; provided that (in the case of both (i) and (ii)) such proceedings, or the continued existence of such Lien, do not involve any material risk of the sale, forfeiture or loss of the Aircraft; or (iii) the respective rights of the parties to the Operative Agreements as set forth therein, and any Liens expressly permitted thereby including Liens granted by the Lessor", "source": "agreement_30.md" }, { "id": "1297", "text": "and any Liens expressly permitted thereby including Liens granted by the Lessor to any Lessor Lender; or (iv) Liens arising out of any judgment or award against Lessee (or any Sublessee), unless the judgment secured shall not, within thirty (30) days after the entry thereof, have been discharged, vacated, reversed or execution thereof stayed pending appeal or shall not have been discharged, vacated or reversed within thirty (30) days after the expiration of such stay, so long as during any such 30-day period there is not, or any such judgment or award does not involve, any material risk of the sale, forfeiture or loss of the Airframe or any engine or any interest therein (unless Lessee or any Sublessee shall have provided a bond or other security in an amount and under terms reasonably satisfactory to Lessor and Lessor's Lender); or (v) any other Lien with respect to which Lessee (or any Sublessee) shall have provided a bond or other security in an amount and under", "source": "agreement_30.md" }, { "id": "1298", "text": "Sublessee) shall have provided a bond or other security in an amount and under terms reasonably satisfactory to Lessor and Lessor's Lender.", "source": "agreement_30.md" }, { "id": "1299", "text": "Permitted Sublease shall mean any sublease or other contract for the use of the Aircraft (other than ACMI \"wet leases\" or charter agreements whereby Lessee retains full operational control of the Aircraft), accepted and approved in writing by Lessor, subject to the provisions of Section 6 hereof.\n\n\n\nPerson shall mean and include any individual, corporation, company, limited liability company, partnership, firm, joint stock company, joint venture, trust, estate, unincorporated organization, association or Governmental Entity.\n\n\n\nRent shall mean Basic Rent and Supplemental Rent, collectively.\n\n\n\nReplacement Engine shall mean an engine of the same manufacturer and model, and having equivalent value, utility, modification status and remaining useful life as the Engine it is intended to replace under Section 11(b) hereof, or, at Lessee's option, an engine of the same manufacturer as such Engine but of an improved model, and otherwise of an equivalent value, utility and remaining useful life and suitable for installation and use on the Airframe without any diminution in the value, utility or remaining useful life of the Airframe.\n\n\n\nReturn Occasion shall mean the return of possession of the Aircraft from Lessee to Lessor at the end of the Term of this Lease, or upon Lessor demanding that Lessee return or Lessor taking possession of the Aircraft pursuant to Section 18 hereof.\n\n\n\nSecurity Agreement shall mean each mortgage, security agreement or other document creating a Lien over the Aircraft or this Lease in favor of any Lessor's Lender, as indentified in writing by Lessor.\n\n\n\nSecurity Deposit shall mean the amount specified in Exhibit C hereto.\n\n\n\nSublessee shall mean any Person in possession of the Aircraft pursuant to a Permitted Sublease.", "source": "agreement_30.md" }, { "id": "1300", "text": "Sublessee shall mean any Person in possession of the Aircraft pursuant to a Permitted Sublease.\n\n\n\nSupplemental Rent shall mean any and all amounts, liabilities and obligations (other than Basic Rent) which Lessee assumes or agrees to pay hereunder to Lessor, or any Lessor Lender, including without limitation: (i) any payment of Casualty Value; (ii) any payment of indemnity required by Sections 10 and 13 hereof; (iii) to the extent permitted by any Applicable Law, interest at the Interest Rate (all computations of interest under this Lease to be made on the basis of a 365 day year for the actual number of days elapsed) calculated: (1) on any part of any installment of Basic Rent not paid on the due date thereof for the period the same remains unpaid, and (2) on any Supplemental Rent not paid when due hereunder until the same is paid; (iv) Maintenance Reserves; and (v) the Security Deposit.\n\n\n\nTaxes shall mean any and all sales, use, business, gross income, personal property, transfer, fuel, leasing, occupational, value added, excess profits, excise, gross receipts, franchise, stamp, ad valorem, documentation, registration, income, levies, imposts, customs, import, export, withholding or other taxes, excises, or duties of any nature whatsoever, together with any penalties, fines, charges or interest thereon.\n\n\n\nTerm shall mean the term of this Lease which shall commence on the Commencement Date and which shall end on the Expiration Date. \n\n\n\nThe terms Engine Manufacturer, Interest Rate, Last Basic Rent Payment Date, Lease Identification, Lessee's Address, Lessor's Address, Manufacturer, and Payment Location, shall have the meanings set forth in Exhibit C hereto.\n\n\n\nSection 2. Lease and Conditions.", "source": "agreement_30.md" }, { "id": "1301", "text": "Section 2. Lease and Conditions.\n\n\n\n (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to and in accordance with the terms hereof, as supplemented by the Lease Supplement.\n\n\n\n (b) Lessor shall deliver the Aircraft hereunder to Lessee upon the receipt by Lessor of the following items on or before the Commencement Date (or such other date as may be designated by Lessor), all of which shall be in form and substance reasonably satisfactory to Lessor, and duly authorized and executed:\n\n\n\n (i) this Lease and the Lease Supplement in the form of Exhibit D; hereto, along with each of the other Operative Agreements;\n\n\n\n (ii) a copy of the articles of association and bylaws of Lessee certified by the Secretary or a Director of the Lessee as being correct and as containing all amendments and additions, a certificate of good standing, or the equivalent thereof, issued by the state of Lessee's incorporation, as well as a certificate evidencing due authority of the Lessee for the execution, delivery and performance of this Lease, the Operative Agreements, and all other documents related thereto, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver such documents on behalf of Lessee;\n\n\n\n (iii) a certificate signed by a duly authorized officer of Lessee, dated the Commencement Date, stating that, except as otherwise disclosed in writing to Lessor: (i) the representations and warranties contained in Section 5(c) hereof are true and accurate on and as of such date as though made on and as of such time; and (ii) no event has occurred and is continuing, or would result from the execution, delivery and performance by Lessee of this Lease and the Operative Agreements which constitutes a Default or an Event of Default;", "source": "agreement_30.md" }, { "id": "1302", "text": "(iv) an opinion or report, dated the Commencement Date, signed by the respective Approved Insurance Brokers as to the due compliance with the insurance provisions of Section 12 hereof with respect to the Aircraft in form and substance reasonably satisfactory to Lessor;\n\n\n \n\n\n (v) certificates of the Approved Insurance Brokers evidencing the insurance, and reinsurance, as required by Section 12 hereof in form and substance reasonably satisfactory to Lessor;\n\n\n\n (vi) the first installment of Basic Rent on the first Basic Rent Payment Date;\n\n\n\n (vii) legal opinions from Lessee's counsel as to all required filings under Applicable Law, including recordation and registration of the Lease, as applicable, and the perfection of any Lessor Lender's security interest thereunder and therein, and as to such matters as may reasonably be requested by Lessor, in form and substance reasonably satisfactory to Lessor and the Lessor's Lender;\n\n\n\n (viii) certified copies of all necessary governmental and corporate consents to the Lease, including but not limited to any approvals or consents required from the FAA and any other Governmental Entity in respect of this Lease and the transactions contemplated hereby; and a certificate of airworthiness for the Aircraft from the FAA; \n\n\n\n (ix) a copy of Lessee's operating certificate and operations specifications, a summary of the Maintenance Program, and any other documentation or authority pursuant to which the Aircraft will be operated by Lessee as issued by the FAA or otherwise under Applicable Law;\n\n\n\n (x) payment of the Security Deposit;\n\n\n\n (xi) [intentionally omitted];\n\n\n\n (xii) six (6) original, executed counterparts of the Lease, and evidence of its filing and registration with the FAA, and the payment of all fees and Taxes in connection therewith; and", "source": "agreement_30.md" }, { "id": "1303", "text": "(xiii) such other documents and matters incident to any of the foregoing as Lessor or any Lessor Lender may reasonably request. \n\n\n\n (c) Lessee's obligation to lease the Aircraft hereunder from Lessor shall be conditioned upon the following:\n\n\n\n (1) Lessor shall have delivered to Lessee an executed original counterpart of this Lease and the Lease Supplement in the form of Exhibit D hereto;\n\n\n\n (2) Lessor shall have delivered to Lessee a copy of the Articles of Incorporation and By-Laws of Lessor certificated by the Secretary of Lessor as being correct and as containing all amendments and additions, a certificate of good standing, or the equivalent thereof, issued by the state of Lessor's incorporation, as well as a certificate evidencing the due authority of Lessor for the execution, delivery and performance of this Lease and all other documents related thereto to which Lessor is a party, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver such documents on behalf of Lessor; \n\n\n\n (3) On the Commencement Date, no Casualty Occurrence (or event which with the passage of time would become a Casualty Occurrence) with respect to the Airframe or any Engine has occurred;\n\n\n (4) The Aircraft meets the Delivery and Other Requirements specified in Exhibit E;\n\n\n (5) The Aircraft shall be free from liens other than Permitted Liens or Lessor Liens which grant Lessee quiet enjoyment pursuant to Section 20(f) hereof;\n\n\n (6) Lessor shall have delivered to Lessee a certificate signed by a duly authorized officer of Lessor, dated the Commencement Date, stating that the representations and warranties contained in Section 5(a) hereof are true and accurate on and as of such date as though made on and as of such time;", "source": "agreement_30.md" }, { "id": "1304", "text": "(7) Lessor shall have delivered to Lessee an opinion from Lessor's counsel and FAA counsel as to the enforceability of this Lease and as to such other matters as may be reasonably requested by Lessee, in each case, in form and substance reasonably satisfactory to Lessee;\n\n\n (8) Lessor shall have delivered to Lessee certified copies of all necessary governmental and corporate consents to this Lease, including without limitation, any approvals required from the FAA; registration of the Aircraft with the FAA in the name of Lessor as owner and lessor; and any required consents from the FAA and any other Governmental Entity in respect of this Lease and the transaction contemplated hereby; and\n\n\n (9) Lessor shall have delivered to Lessee such other documents and matters incident to any of the foregoing conditions as Lessee may reasonably request.\n\n\n\n \n\n\nSection 3. Delivery and Acceptance; Effective Date; Term.\n\n\n\n (a) Delivery. The Aircraft will become available for delivery on or about the Estimated Delivery Date set forth in Exhibit C. Lessee shall have the opportunity to inspect the Aircraft and participate in a flight test, at its own cost and expense, to ensure that the Aircraft complies with the Delivery Conditions set forth in Exhibit E hereto.\n\n\n\n (b) Place of Delivery and Acceptance. The Aircraft shall be delivered to and accepted by Lessee at the Delivery Location set forth in Exhibit C.", "source": "agreement_30.md" }, { "id": "1305", "text": "(c) Casualty to the Aircraft Preceding Delivery. In the event of a Casualty Occurrence with respect to the Aircraft prior to its delivery, Lessor shall promptly notify Lessee in writing and the obligation of the Lessor to make the Aircraft available to the Lessee shall terminate. In such event, Lessor shall promptly return to Lessee any monies paid by Lessee hereunder with respect to the Security Deposit, Rent or Supplemental Rent. Notwithstanding anything to the contrary contained in this Lease or any other Operative Agreement, Lessor shall not be liable for any delay in delivery of the Aircraft, or failure to deliver the Aircraft, caused by acts of God (including but not limited to fire, floods, earthquakes or other natural disasters) or caused by acts of any Governmental Entity.\n\n\n\n (d) Acceptance of Aircraft. The Aircraft to be leased hereunder shall be delivered to Lessee in compliance with Exhibit E hereto, but otherwise in \"AS IS, WHERE IS\" condition and SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN SECTIONS 5(a) AND (b) HEREOF. Upon tender of delivery in the condition required by this Lease, Lessee shall immediately accept delivery of the Aircraft. Upon acceptance of the Aircraft, Lessee shall hereupon indicate and confirm its acceptance of the Aircraft by delivery to Lessor of a Lease Supplement, dated the Commencement Date, in the form set forth in Exhibit D hereto.\n\n\n\n (e) Effective Date and Term of Lease. The effective date of this Lease shall be the Commencement Date and the Term of this Lease shall continue until the Expiration Date; provided that this Lease may be earlier terminated by Lessor pursuant to the provisions of Sections 3(c) or 18 hereof, or extended by Lessor pursuant to Section 16 hereof.\n\n\n\nSection 4. Rent.", "source": "agreement_30.md" }, { "id": "1306", "text": "Section 4. Rent.\n\n\n\n (a) Rent. Lessee covenants and agrees to pay to Lessor, or its assigns (including but not limited to any Lessor Lender), the following as Rent:\n\n\n\n (i) the Basic Rent as set forth in Exhibit C hereto throughout the Term hereof, payable in consecutive monthly installments and due on each Basic Rent Payment Date; and\n\n\n\n (ii) any and all Supplemental Rent as the same becomes due, including without limitation the Maintenance Reserves, payable in accordance with Section 6(g) hereof.\n\n\n\n (b) Place and Method of Payment. All Basic Rent and Supplemental Rent payable under this Lease shall be paid in U.S. Dollars, by wire transfer of immediately available funds at the Payment Location specified on Exhibit C hereto, or at such other location as Lessor shall designate in writing.", "source": "agreement_30.md" }, { "id": "1307", "text": "(c) Prohibition Against Setoff, Counterclaim, Etc. This Lease is a net lease. Lessee's obligation to pay all Rent hereunder shall be absolute and unconditional and shall not be affected or reduced by any circumstances, including, without limitation: (i) any setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, any Manufacturer, any seller of or Person providing services with respect to the Aircraft or any other Person, for any reason whatsoever; (ii) any defect in the title, airworthiness or eligibility for registration under Applicable Law, or any condition, design, operation, merchantability or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use or possession thereof by Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, or any other Person; (iii) any Liens, Lessor Liens, or Permitted Liens with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of Lessor or Lessee to enter into this Lease; (v) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessor or Lessee or any other Person; (vi) any other circumstance or happening of any nature whatsoever, whether or not similar to any of the foregoing; or (vii) any Taxes (with respect to which Lessee's obligations shall be as set forth in Section 10 hereof); it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease.", "source": "agreement_30.md" }, { "id": "1308", "text": "Notwithstanding anything to the contrary contained herein, in the event that the Aircraft is lost or destroyed, in lieu of paying Rent thereafter, Lessee shall indemnify the Lessor for all losses, liabilities and damages arising out of such loss or destruction, and pay to the order of Lessor all amounts due and owing pursuant to Section 11 hereof, on demand.\n\n\n\n Lessee hereby waives, to the extent permitted by Applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by law or otherwise, to terminate this Lease or any obligation imposed upon Lessee hereunder or in relation hereto.\n\n\n\nSection 5. Representations and Warranties.", "source": "agreement_30.md" }, { "id": "1309", "text": "(a) In reliance on Lessee's representations, warranties and covenants contained in this Agreement, LESSOR HAS NOT AND SHALL NOT BE DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS LEASE OR OTHERWISE) AND LESSOR HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT AS HEREIN BELOW PROVIDED IN THIS SECTION 5(a)), AS TO AIRWORTHINESS, CONDITION, DESIGN, OPERATION, MERCHANTABILITY, FREEDOM FROM CLAIMS OF INFRINGEMENT OR THE LIKE, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO ANY OTHER REPRESENTATION OR WARRANTY", "source": "agreement_30.md" }, { "id": "1310", "text": "OR NOT DISCOVERABLE, OR AS TO ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT; AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR: (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH; (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY ENGINE OR ANY RISKS RELATING THERETO; (iii) ANY INTERRUPTION", "source": "agreement_30.md" }, { "id": "1311", "text": "ANY ENGINE OR ANY RISKS RELATING THERETO; (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES; OR (iv) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 5(a) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY OTHER WARRANTIES, EXCEPT THAT:", "source": "agreement_30.md" }, { "id": "1312", "text": "(i) Lessor represents and warrants that Lessor is a corporation duly incorporated and validly existing under the laws of the State of Delaware and has the full power an authority to carry on its business as presently conducted and to perform its obligations under this Lease;\n\n\n\n (ii) Lessor further represents and warrants that this Lease and each of the Operative Agreements to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, does not require any approval of stockholders of Lessor, and neither the execution and delivery hereof nor the consummation of the transaction contemplated hereby nor compliance by Lessor with any of the terms and provisions hereof will, to the knowledge of Lessor after having made due inquiry, contravene any Applicable Law or result in any breach of, or constitute any default under, or result in the creation of any Lien upon any property of Lessor under Lessor's Articles of Incorporation or any credit agreement or instrument or other agreement or instrument to which Lessor is a party or by which Lessor or its properties or assets are bound or affected;\n\n\n\n (iii) Lessor further warrants that on the Commencement Date the Aircraft shall be free and clear of any and all Liens, other than Permitted Liens;\n\n\n\n (iv) Lessor further represents and warrants that the making and performance by Lessor of this Lease has been duly authorized by all necessary action on the part of Lessor and will not violate any provision of its articles of incorporation or by-laws;", "source": "agreement_30.md" }, { "id": "1313", "text": "(v) Lessor further represents and warrants that this Lease has been duly executed and delivered by Lessor, and that this Lease and the Lease Supplement when executed and delivered hereunder constitute legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws which may affect some of such remedies;\n\n\n\n (vi) Lessor further represents and warrants that it is a \"citizen of the United States\" as defined in 49 U.S. C. Section 40102(a)(15);\n\n\n\n (vii) Lessor further represents and warrants that no consent, approval or authorization of, or notice to, any Governmental Entity having jurisdiction with respect to the execution, delivery or performance by Lessor of this Lease, and each of the Operative Agreements to which Lessor is a party is required for Lessor to execute and deliver this Lease, and to perform the transaction contemplated hereby; and\n\n\n\n (viii) Lessor further represents and warrants that there are no suits or proceedings pending or, to the knowledge of Lessor, threatened in any court or before any Governmental Entity against or affecting Lessor which will have a materially adverse effect on the current business or financial condition of Lessor or which, if successful, would adversely impact Lessee's use, possession, operation or quiet enjoyment of the Aircraft.", "source": "agreement_30.md" }, { "id": "1314", "text": "(b) Manufacturers' Warranties. So long as Lessee is not in Default and Lessor has not terminated this Lease, Lessor hereby assigns to Lessee such rights as Lessor may have under any warranty, express or implied, with respect to the Aircraft and the Engines made by the Manufacturer, the Engine Manufacturer, or any other Person (including any Approved Maintenance Provider), to the extent that the same exist or may be assigned or otherwise made available to Lessee; and that any monies recovered by Lessor pursuant to such warranties which are suffered by Lessee during the Term shall be paid over by Lessor to Lessee; provided, however, that upon the occurrence of an Event of Default and any termination of this Lease pursuant thereto, all such rights shall immediately revert to Lessor including all claims thereunder whether or not perfected.\n\n\n\n (c) Lessee's Representations and Warranties. Lessee hereby represents, warrants, and covenants, each of which shall survive the execution and delivery of this Lease, and the delivery by Lessor and acceptance by Lessee of the Aircraft:\n\n\n\n (i) Lessee is a corporation duly incorporated and validly existing under the laws of the State of Delaware and has the full power and authority to carry on its business as presently conducted and to perform its obligations under this Lease;", "source": "agreement_30.md" }, { "id": "1315", "text": "(ii) this Lease, and each of the Operative Agreements to which Lessee is a party, has been duly authorized by all necessary action on the part of Lessee, does not require any approval of stockholders of Lessee, and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Lessee with any of the terms and provisions hereof will, to the knowledge of Lessee after having made due inquiry, contravene any Applicable Law or result in any breach of, or constitute any default under, or result in the creation of any Lien upon any property of Lessee under Lessee's articles of incorporation or any credit agreement or instrument or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets are bound or affected;\n\n\n\n (iii) no consent, approval or authorization of, or notice to, any Governmental Entity having jurisdiction with respect to the execution, delivery or performance by Lessee of this Lease, and each of the Operative Agreements to which Lessee is a party (including all monetary and other obligations hereunder or thereunder) is required for Lessee to execute and deliver this Lease, and to perform the transactions contemplated hereby;", "source": "agreement_30.md" }, { "id": "1316", "text": "(iv) this Lease has been duly executed and delivered by Lessee, and the Lease, the Lease Supplement and the other Operative Agreements, when executed and delivered by Lessee, constitute legal, valid and binding obligations of Lessee, enforceable in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws which may affect some of such remedies;\n\n\n\n (v) there are no suits or proceedings pending or, to the knowledge of Lessee, threatened in any court or before any Governmental Entity against or affecting Lessee which will have a materially adverse effect on the current business or financial condition of Lessee;\n\n\n\n (vi) except for the registration on the Aircraft registry maintained by the FAA and the placing on the Aircraft and on each Engine of the plates containing the legends referred to in Section 6(f) hereof, no further filing or recording of this Lease, any Security Agreement or of any other Operative Agreement, and no further action is necessary under Applicable Law, or required by any Governmental Entity, in order to fully protect and establish Lessor's title to the Aircraft, and Lessor's Lenders' security interest in the Aircraft and this Lease, as against Lessee or any third party;\n\n\n\n (vii) Lessee will not claim to have any legal or beneficial interest in the Aircraft or make any demands against Lessor other than in respect of the Lessee's interest conferred by this Lease;", "source": "agreement_30.md" }, { "id": "1317", "text": "(viii) Lessee has not received notice of default or exercise of remedies with respect to any of its obligations: (a) for the payment of indebtedness for borrowed money, of any currency, equal to an amount in excess of the equivalent of Five Hundred Thousand Dollars (US $500,000.00) or of any interest or premium thereon; or (b) for the payment of rent under any lease or agreement to lease real, personal or mixed property where the aggregate rentals over the term thereof is more than an amount equal to or greater than the equivalent of Five Hundred Thousand Dollars (US $500,000.00);\n\n\n\n (ix) the Maintenance Program will comply with all FAA requirements, as applicable (including but not limited to those under Part 121 of the FAR's);\n\n\n\n (x) subject to compliance with Section 8(h) hereof, Lessee will maintain in full force and effect during the Term of this Lease, or cause any Sublessee to maintain to the satisfaction of Lessor, a current operating certificate, air transport license and a current certificate of airworthiness for the type of operations conducted by Lessee or Sublessee, as the case may be, in accordance with Applicable Law and the requirements of the FAA, and each of the transactions contemplated hereby and by the other Operative Agreements; and\n\n\n\n (xi) Lessee is a duly authorized and certificated air carrier in good standing under Applicable Law, has satisfied all of the requirements of and is in good standing with the FAA under Part 121, and has complied with and satisfied all requirements of the FAA so as to enable it to fulfill its obligations hereunder, and to otherwise lawfully operate, possess, use and maintain the Aircraft in accordance herewith.\n\n\n\nSection 6. Possession and Use.\n\n\n\n (a) Possession.", "source": "agreement_30.md" }, { "id": "1318", "text": "Section 6. Possession and Use.\n\n\n\n (a) Possession.\n\n\n\n (i) Sublease, Assignment and Transfer. Lessee hereby covenants and agrees that it will not, and hereby acknowledges and confirms that it has no right to, without the prior written consent of Lessor (which consent Lessor may withhold in its reasonable discretion), assign this Lease or sublet if such sublet results in a transfer of possession of the Aircraft, Airframe or any Engine pursuant to a Permitted Sublease or otherwise, or install any Engine or permit any Engine to be installed on any airframe other than the Airframe, provided that so long as no Event of Default shall have occurred and be continuing and as long as the action to be taken shall not affect the registration of, Lessor's title to, or the priority of any Lien of any Lessor Lender in and to, the Aircraft and so long as all necessary approvals of each Governmental Entity having jurisdiction over Lessee, and its operations, have been obtained, then Lessee may:\n\n\n\n (1) without the prior written consent of Lessor, deliver possession of the Aircraft, the Airframe or any Engines, or any Part thereof, to the manufacturer thereof for testing or other similar purposes or to any Approved Maintenance Provider for service, repair, maintenance, testing or overhaul work on the Aircraft, Airframe or Engine or any Part thereof to the extent required or permitted by the terms of Section 9 hereof;", "source": "agreement_30.md" }, { "id": "1319", "text": "(2) without the prior written consent of Lessor, install an Engine on an airframe (other than the Airframe) owned by Lessee free and clear of all Liens except: (A) those of the type permitted under Section 14 hereof and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety); and (B) the rights of the participants under normal interchange or pooling agreements which are customary in the airline industry and do not contemplate, permit, result in or require the transfer of title to the airframe or engines installed thereon;", "source": "agreement_30.md" }, { "id": "1320", "text": "(3) without the prior written consent of Lessor, install an Engine on an airframe leased to Lessee or in the possession of Lessee subject to a conditional sale agreement or owned by Lessee subject to a security agreement, provided, that: (A) such airframe is free and clear of all Liens except the rights of the parties to the lease or conditional sale or other security agreement covering such airframe and except Liens of the type permitted by clauses (A) and (B) of Section 6(a)(i)(2), and except the lien of any mortgage which either by its terms does not apply to the Engine or which effectively provides that each Engine leased to Lessee hereby shall not become subject to the lien thereof or to any rights of any party thereunder other than Lessee (with respect to Lessee' rights expressly granted hereunder), notwithstanding the installation of such Engine on any airframe subject to the lien of such mortgage; and (B) there shall be in effect a written agreement of the lessor or owner or secured", "source": "agreement_30.md" }, { "id": "1321", "text": "shall be in effect a written agreement of the lessor or owner or secured party of such airframe (which may be a lease or conditional sale or other security agreement covering such airframe) substantially similar in effect to the agreement of Lessor in Section 6(b) below whereby such lessor or owner or secured party effectively and expressly agrees that neither it nor its successors or assigns will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Lease, and a copy of such agreement shall be provided to Lessor and any Lessor Lender upon written request, provided, however, that the restriction contained in this clause shall not apply to the installation of an Engine on an airframe leased to Lessee or in the possession of Lessee subject to a conditional sale agreement or owned by Lessee subject to a security agreement for a period not to exceed sixty (60) days so long as Lessee installs a Replacement", "source": "agreement_30.md" }, { "id": "1322", "text": "to exceed sixty (60) days so long as Lessee installs a Replacement Engine or re-installs such Engine on the Airframe at the expiration of such period free and clear of any Liens other than those of the type permitted under Section 14 hereof;", "source": "agreement_30.md" }, { "id": "1323", "text": "(4) without the prior written consent of Lessor, install an engine (other than an Engine) on the Airframe or a part (other than a Part) on the Aircraft, provided that such installation does not create, or permit to exist, any Liens on the Aircraft except those of the type permitted under Section 14 hereof and those which apply only to such engine or part which has been installed on the Aircraft; and\n\n\n\n (5) without the prior written consent of Lessor, enter into ACMI \"wet leases\" or charter agreements whereby Lessee retains full operational control of the Aircraft.\n\n\n\n (ii) Subleases. In the event that Lessee seeks to sublease the Aircraft, in addition to securing Lessor's advance written consent to any Permitted Sublease and the terms and conditions thereof, Lessee shall execute and deliver any and all such documents and agreements, and secure all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall deem reasonably necessary or desirable in order to preserve and protect its respective rights and interests hereunder and under the other Operative Agreements; and provided further that:\n\n\n\n (1) any Sublessee shall be a duly certificated air carrier holding a current and valid U.S. air operator's certificate; \n\n\n\n (2) any such Sublessee shall have duly executed and delivered a Permitted Sublease and all documents and agreements contemplated thereby, each in form and substance satisfactory to, and approved in writing by, Lessor, such approval not to be unreasonably withheld; and", "source": "agreement_30.md" }, { "id": "1324", "text": "(3) Lessee and Sublessee shall have executed and delivered to Lessor and any Lessor Lender any and all such documents, and secured all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall reasonably require in order to preserve and protect their respective rights and interests hereunder, Lessor's rights as owner and lessor of the Aircraft, and Lessor's rights to the proceeds hereof, including but not limited to an opinion of local legal counsel addressing the foregoing and otherwise in form and substance and from a qualified law firm of recognized standing acceptable to Lessor.", "source": "agreement_30.md" }, { "id": "1325", "text": "Notwithstanding anything to the contrary contained herein, (x) any transfer of possession of the Aircraft by reason of any Permitted Sublease shall be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without limitation, Lessor's right to the return and/or repossession of the Aircraft upon the occurrence of an Event of Default or otherwise pursuant hereto; (y) none of the terms and provisions of such Permitted Sublease shall be adverse or inconsistent with the terms and provisions hereof and the rights and privileges of Lessor hereunder; and (z) Lessee shall remain primarily liable hereunder for the performance of all the provisions hereof, and obligations and duties of Lessee hereunder to the same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Lessee shall advise Lessor in writing of its request for consent to sublease the Aircraft with reasonable detail as to the terms and provisions thereof at least sixty (60) days prior to the proposed commencement date, and Lessor shall respond to Lessee within 15 days after receipt of Lessee's written request for consent (subject to Lessor's review of the final documents and agreements executed and delivered in connection therewith). Lessee shall provide Lessor with copies of the various documents and agreements proposed to be executed and delivered between it and any Sublessee, as soon as practicable thereafter. Lessor shall review the same with reasonable diligence and expedition, and promptly either approve or reject the same in writing to Lessee. All costs incurred and associated with any proposed sublease shall be the sole responsibility of Lessee.\n\n\n\n (iii) Certain Limitations on Transfers. With respect to any transfer pursuant to Section 6(a)(i) or 6(a)(ii) hereof:", "source": "agreement_30.md" }, { "id": "1326", "text": "(1) the rights of any transferee that received possession by reason of a transfer permitted by this Section 6(a) shall be subject and subordinate to all of the terms of this Lease;\n\n\n\n (2) Lessee shall remain primarily liable hereunder for the performance of all terms of this Lease to the same extent as if such transfer had not occurred; \n\n\n\n (3) no relinquishment of possession of the Aircraft, the Airframe or any Engine pursuant to the terms of this Section 6(a) shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder; and\n\n\n\n (4) if any of the actions permitted under Section 6(a)(i), or accomplished pursuant to Section 6(a)(ii), shall result in the divestiture of Lessor's title in and to such Aircraft, Airframe, or Engine, or shall result in a Lien (other than a Permitted Lien) in or on such Aircraft, Airframe, or Engine, prior to the Lien of this Lease, or of any Lien in favor of any Lessor Lender, such action shall be deemed a Casualty Occurrence with respect to such Aircraft, Airframe, or Engine, and Lessee shall comply with Section 11 in respect thereof.", "source": "agreement_30.md" }, { "id": "1327", "text": "(b) Reciprocal Recognition of Rights. In the event Lessee shall have received from the lessor or secured party of any airframe leased to Lessee or owned by Lessee subject to a conditional sale or other security agreement a written agreement complying with clause (B) of Section 6(a)(i)(3) hereof (which agreement may be contained in the lease, conditional sale agreement or security agreement relating to such airframe), and the lease or conditional sale or other security agreement covering such airframe also covers an engine or engines owned by the lessor under such lease or subject to a security interest in favor of the secured party under such conditional sale or other security agreement, Lessor hereby agrees for the benefit of such lessor or secured party that Lessor will not acquire or claim, as against such lessor or secured party, any right, title or interest in any such engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease or conditional sale or other security agreement and owned by such lessor or subject to a security interest in favor of such secured party.", "source": "agreement_30.md" }, { "id": "1328", "text": "(c) Lawful Insured Operations. Lessee will not permit the Aircraft to be maintained, used or operated in violation of any Applicable Law or law of any Governmental Entity, or in violation of any airworthiness certificate, or license or registration issued by any such authority, or contrary to the Manufacturer's operating manuals or instructions for the Aircraft. In the event that any Applicable Laws require alteration of the Aircraft, Lessee shall comply therewith at its sole cost and expense and shall maintain the same in proper condition for operation under all Applicable Laws. Lessee agrees not to operate the Aircraft, or permit the Aircraft to be operated: (i) unless the Aircraft is covered by insurance as required by the provisions hereof, or (ii) contrary to the terms of such insurance. Lessee also agrees not to operate or locate the Aircraft or suffer or permit the Aircraft to be operated or located in any area excluded from coverage by any insurance policy issued pursuant to the requirements of this Lease.\n\n\n\n (d) Maintenance. Subject to the provisions of Section 9 hereof, Lessee, at its own cost and expense, shall:\n\n\n\n (i) perform or cause the Approved Maintenance Provider to perform all airworthiness directives, mandatory manufacturer's service bulletins, and all other mandatory service, inspections, repair, maintenance, overhaul and testing: (A) as may be required under applicable FAA rules and regulations and in compliance with the Maintenance Program, (B) in the same manner and with the same care as shall be the case with similar aircraft and engines owned by or operated on behalf of Lessee without discrimination, and (C) so as to keep the Aircraft in as good operating condition as when delivered to the Lessee, ordinary wear and tear excepted, with all systems in good operating condition;", "source": "agreement_30.md" }, { "id": "1329", "text": "(ii) keep the Aircraft in such condition as is necessary to enable the airworthiness certification of the Aircraft to be maintained at all times under applicable FAA regulations and any other Applicable Law, including, but not limited to any equipment modifications or installations required by the FAA; \n\n\n\n (iii) maintain, in the English language, all records and other materials required by, and in accordance with the requirements of Exhibit G hereto, and in a manner acceptable to the FAA and any other Governmental Entity having jurisdiction over the Aircraft and its operation; and\n\n\n\n (iv) Lessee shall furnish Lessor reports on a monthly basis, concurrent with its payment of Maintenance Reserves: (A) on the hours/cycles operated for the Airframe and Landing Gear; (B) on the hours/cycles operated for each Engine (noting its location) whether or not installed on the Airframe; and (C) on an annual basis, a list of those service bulletins, airworthiness directives and engineering modifications incorporated on the Aircraft during the preceding calendar year.\n\n\n\n (e) Registration. At all times during the Term, Lessee shall keep the Aircraft registered in the United States in accordance with Applicable Law in the name of Lessor as owner and lessor hereunder, and to otherwise accomplish such other filings as are required by the FAA and Applicable Law and any other government or Governmental Entity having jurisdiction over the Lessee, and the Aircraft and its operation. Lessee shall keep the Lease, and all amendments and supplements thereto, duly filed and recorded with the FAA.", "source": "agreement_30.md" }, { "id": "1330", "text": "(f) Lease Identification. Upon delivery of the Aircraft, Lessee agrees to place the Lease Identification, as delivered by Lessor, in the cockpit in a location reasonably adjacent to, and not less prominent than, the airworthiness certificate for the Aircraft and to place the Lease Identification on each Engine. Lessee agrees to make such changes to the Lease Identification as Lessor may reasonably request from time to time.\n\n\n\n (g) Maintenance Reserves.\n\n\n\n (i) Lessee shall pay in arrears, no later than the fifth (5th) Business Day of the month during the Term, to Lessor, as Supplemental Rent, the Maintenance Reserves on such dates and in such amounts with respect to the Airframe, each Engine and the Landing Gear as specified in Exhibit C hereto. Such payments are Supplemental Rent and are the exclusive property of Lessor, and Lessee shall have no rights thereto except as expressly provided herein.", "source": "agreement_30.md" }, { "id": "1331", "text": "(ii) Use of Maintenance Reserves. Lessor shall hold the aggregate amounts of Maintenance Reserves paid by Lessee less any disbursements from Maintenance Reserves pursuant to this Section 6(g) in reserve to reimburse Lessee for the actual cost of: (A) Lessee's structural overhaul \"4C\" and \"8C\" checks or equivalent contemplated by the Maintenance Program in respect of the Airframe, including structural inspection items and corrosion prevention and control tasks (\"CPCP\") scheduled and accomplished at the \"4C\" and \"8C\" check inspection interval; (B) engine shop visit maintenance involving engine flange separation, performance restoration to either the hot and/or cold section of the Engine, or the replacement of time expired life-limited Parts (where such visits constitute shop visits requiring teardown and disassembly) in accordance with the Maintenance Program, but shall not include removal from or installation on the Aircraft or any associated shipping costs; or (C) scheduled overhauls or off-wing shop repair or life-limited Part replacement of the Landing Gear, but", "source": "agreement_30.md" }, { "id": "1332", "text": "or off-wing shop repair or life-limited Part replacement of the Landing Gear, but shall not include removal from or installation on the Aircraft or any associated shipping costs; and (D) such other major maintenance project as Lessor shall approve (any of which events contemplated by subclauses (A), (B), (C) and (D) hereof being a \"Major Maintenance Program\"). If Lessee intends to undertake a Major Maintenance Program, the cost for which it will seek reimbursement from the Maintenance Reserves, Lessee shall notify Lessor at least thirty (30) days in advance and shall request Lessor's consent in writing, of the workscope Lessee desires to accomplish, the estimated cost thereof and the maintenance facility Lessee proposes to have accomplish the work. Lessor shall advise in writing of its consent or rejection within ten (10) days after receipt of Lessee's notice. Any failure of Lessee to timely give the notice required hereunder shall not relieve Lessor of its obligation to release monies to Lessee under subsection (iii) below", "source": "agreement_30.md" }, { "id": "1333", "text": "of its obligation to release monies to Lessee under subsection (iii) below so long as: (x) Lessor is not prejudiced by such failure, and (y) Lessor's consent would have otherwise been given irrespective of Lessee's not having provided such notice.", "source": "agreement_30.md" }, { "id": "1334", "text": "(iii) Payment by Lessor. Provided that no Event of Default has occurred and is continuing, any claims by Lessee for reimbursement from Maintenance Reserves shall be made not later than ninety (90) days after completion of the related work for which reimbursement is sought or upon Lessee's receipt of invoices from any external maintenance provider, whichever is later, but in no event later than six (6) months after completion of the related work and provided that Lessee has notified Lessor in writing that such invoices are in process. \n\n\n\n Provided no Event of Default shall have occurred and be continuing, Lessor shall pay to Lessee, or directly to the repair facility if Lessee so directs Lessor in writing, within twenty-one (21) days after presentation of an invoice together with supporting evidence reasonably acceptable to Lessor, such as third party bills and work package certified completed, such amounts as are equal to the cost incurred by Lessee and reimbursable to Lessee to the extent permitted hereunder, during the Term of the Lease and claimed by Lessee (together with supporting evidence of the purpose and amount of the expenditure satisfactory to Lessor), in respect of a Major Maintenance Program, including without limitation a Major Maintenance Program undertaken to comply with the requirements set forth in Section 16 and in Exhibit F hereof provided, however, that:", "source": "agreement_30.md" }, { "id": "1335", "text": "(1) no payment shall be made in respect of replacements or repairs caused by ingestion, foreign object damage (\"FOD\"), faulty maintenance or installation, or covered by manufacturer's service bulletins (unless such manufacturer's service bulletin is accomplished pursuant to a Major Maintenance Program, as defined in Section 6(g)(ii) hereof), improper operations, misuse, neglect, accidental cause, or any cost which is reimbursable by a claim under the manufacturer's warranties or by insurance (deductibles being treated as reimbursable by insurance for this purpose) after due diligence in effecting recovery, or any other replacements or repairs paid for or reimbursable by any other Person, or for routine maintenance; provided, however, that with respect to Engines only, if any of the foregoing events has occurred, and provided that Lessee has accomplished all repairs to the damaged Engine (and paid any insurance deductibles applicable thereto), Lessee shall be entitled to reimbursement from the Maintenance Reserves for such Engine for the cost of any maintenance accomplished during such visit to the extent reimbursable to Lessee hereunder and which restores life back to such Engine, and which maintenance would have otherwise been accomplished during the next shop visit, and which would not otherwise have been covered by insurance;\n\n\n\n (2) the total amounts payable at any time by Lessor to Lessee in respect of the Airframe, Landing Gear and each Engine, individually, shall not in any event exceed with respect to the Airframe, Landing Gear and each Engine the balance of any funds paid by Lessee to Lessor pursuant to this Section 6(g) in respect of the Airframe, Landing Gear or each such Engine respectively (after taking account of all such previous payments by Lessor hereunder), less any repair or overhaul expenditure which Lessor may incur in accordance with the terms of this Lease; and", "source": "agreement_30.md" }, { "id": "1336", "text": "(3) if, on any occasion during the Term, the maximum amount available to Lessee in respect of the Airframe, Landing Gear or each Engine, respectively, is insufficient to meet a claim for payment, the shortfall is for the account of Lessee and may not be carried forward or made the subject of any further claim for payment.\n\n\n\n (iv) Lessee's Right to Payment. For the avoidance of doubt, Lessor and Lessee hereby expressly acknowledge and agree that Lessee has no right to the payment or return of any Maintenance Reserves except as expressly provided in this Lease, and without limitation no such right shall be deemed to arise on termination or expiry of this Lease for any reason.\n\n\n\nSection 7. Information and Inspection.\n\n\n\n During the Term of this Lease, Lessee agrees to furnish Lessor the following:\n\n\n\n (a) if the same are made generally available to the shareholders of Lessee, a copy of any unaudited interim quarterly financial statements of Lessee; \n\n\n\n (b) promptly upon the same being made available to the shareholders of Lessee and any Sublessee, but in no event later than ninety (90) days after the end of each fiscal year, a copy of Lessee's annual audited consolidated profit and loss account and balance sheet, and no later than forty-five (45) days following the end of each fiscal quarter, quarterly profit and loss account and balance sheets; and \n\n\n\n (c) from time to time such information concerning the location, condition, use and operation of the Aircraft as the Lessor may reasonably request.", "source": "agreement_30.md" }, { "id": "1337", "text": "Lessee shall permit Lessor or its designee, for each \"C\" check or any portion thereof, to visit and inspect the Aircraft, its condition, use and operation, and the records maintained in connection therewith, at any reasonable time without interfering with the normal commercial operation of the Aircraft, and at Lessor's cost and expense, provided that no Event of Default has occurred and is continuing. Lessee shall provide Lessor with thirty (30) days' prior written notice of each \"C\" check or portion thereof. Lessor shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection. Lessor's failure to object to any condition or procedure observed or observable in the course of an inspection hereunder shall not be deemed to waive or modify any of the terms of this Lease with respect to such condition or procedure.\n\n\n\nSection 8. Covenants of Lessee.\n\n\n\n In addition to and not in limitation of Lessee's other representations, warranties, covenants and agreements set forth elsewhere in this Lease, Lessee covenants and agrees that:\n\n\n\n (a) Maintenance of Corporate Existence. During the term of this Lease, Lessee will preserve and maintain its corporate existence and such of its rights, privileges, licenses and franchises in any jurisdiction where failure to obtain such licensing or qualification would have a material adverse effect upon Lessee and its business and its ability to perform hereunder.\n\n\n\n (b) Maintenance of Status. Lessee is, and shall remain so long as it shall be the Lessee under this Lease, duly qualified to operate and maintain the Aircraft under Applicable Law and in accordance with the requirements of this Agreement.", "source": "agreement_30.md" }, { "id": "1338", "text": "(c) Payment of Taxes. Lessee will pay or cause to be paid all Taxes (including but not limited to any withholding tax imposed under Applicable Law on Rent payments made to Lessor hereunder, but excluding any sales tax payable in connection with the purchase or sale of the Aircraft by Lessor, or any successor to Lessor) assessments and governmental charges or levies imposed upon it, the Lessor, and the Aircraft and its use and operation (including all landing fees, customs duties, airport fees and the like), arising out of the use and operation of the Aircraft, or upon Lessee's income or profits, or upon any property belonging to it, prior to the date on which the same, if not paid, would give rise to a Lien (other than a Lien permitted by Section 14 hereof) upon the Aircraft, including the Airframe, the Engines or any of the Parts thereof. Lessee shall promptly pay any and all such Taxes as and when the same are due, and Lessee, on reasonable demand from time to time, shall provide written evidence to Lessor that it has paid, or set aside adequate reserves to pay, any Taxes so imposed; provided, however, that Lessee shall have the right, at its own expense, if so permitted by Applicable Law, to contest in good faith the imposition of any and all such Taxes by appropriate procedures and in any reasonable manner that does not impose a material risk of loss, seizure, confiscation or detainment of the Aircraft, the Airframe, any Engine or any Part. Lessee will not be obligated to pay any Taxes measured by the gross annual income or profits of Lessor or Lessor's Lender.\n\n\n.\n\n\n (d) Place of Business. Lessee will not, without prior written notice to Lessor, change its principal place of business or chief executive office if there is more than one place of business.", "source": "agreement_30.md" }, { "id": "1339", "text": "(e) Notice of Default. Immediately after Lessee or any of its corporate officers obtains knowledge of a Default or an Event of Default hereunder or under any other Operative Agreement, Lessee shall notify Lessor in writing of such Default.\n\n\n\n (f) Governmental Consents. Lessee, at its sole cost and expense, shall maintain in full force and effect all governmental consents, licenses, authorizations, approvals, declarations, filings and registrations obtained or effected in connection with this Lease, each Operative Agreement, and/or required by any Applicable Law or by any other Governmental Entity, and every document or instrument contemplated hereby or thereby and to take all such additional action as may be proper in connection herewith or therewith. Lessee further undertakes, at its sole cost and expense, to obtain or effect any new or additional governmental consents, licenses, authorizations, approvals, declarations, filings or registrations of any Governmental Entity as may become necessary for the performance of any of the terms and conditions of this Lease, each Operative Agreement, or any other document or instrument contemplated hereby or thereby or as is otherwise required by Applicable Law.\n\n\n\n (g) No Liens. Lessee, at its sole cost and expense, shall at all times keep the Aircraft free and clear of Liens (excluding, however, any Lessor Liens or Permitted Liens).", "source": "agreement_30.md" }, { "id": "1340", "text": "(h) Licenses. Subsequent to the execution and delivery of this Lease, Lessee will diligently pursue and acquire, and thereafter maintain in full force and effect during the Term of this Lease, or cause any Sublessee to maintain to the satisfaction of Lessor, a current operating certificate, air transport license and a current certificate of airworthiness for the type of passenger operations conducted by Lessee or Sublessee, as the case may be, in accordance with Applicable Law and each other Governmental Entity having jurisdiction over the Aircraft, the Lessee, any Sublessee and each of the transactions contemplated hereby and by the other Operative Agreements.\n\n\n\n (i) No Discrimination. Lessee shall not discriminate in its maintenance and care of the Aircraft as between it and the other McDonnell Douglas DC-9-82 aircraft operated by Lessee.\n\n\n\nSection 9. Replacement of Parts; Alterations, Modifications and Additions.", "source": "agreement_30.md" }, { "id": "1341", "text": "Section 9. Replacement of Parts; Alterations, Modifications and Additions.\n\n\n\n (a) Replacement of Parts. Lessee, at its own cost and expense, will promptly replace or cause to be replaced by the Approved Maintenance Provider, or applicable vendor of the same, all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee may, at its own cost and expense, cause to be removed any Parts, whether or not worn out, destroyed, damaged beyond repair or permanently rendered unfit for use, provided that Lessee shall immediately replace such Parts, at its own cost and expense. All replacement Parts shall be free and clear of all Liens, other than Liens permitted by Section 14 hereof, shall be in at least the same modification status and service bulletin accomplishment status, shall be interchangeable as to form, fit and function, and subject to Section 16 hereof, shall have been overhauled, repaired and inspected by an FAA approved agency and shall bear FAA acceptable tags, and shall be in as good an operating condition as, and have a value, utility and remaining useful life at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair in which they were required to be maintained by the terms hereof) and all historical records relating to such replacement Parts shall be maintained by Lessee in English, and in compliance with the requirements of the FAA.", "source": "agreement_30.md" }, { "id": "1342", "text": "All Parts which are at any time removed from the Aircraft shall remain the property of Lessor and subject to this Lease, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated or installed in or attached to the Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, (i) title to the removed Part shall thereupon vest in Lessee, free and clear of all rights of Lessor, (ii) title to such replacement Part shall thereupon vest solely in Lessor, and (iii) such replacement Part shall become subject to this Lease and be deemed a Part for all purposes hereof to the same extent as the Part which it has replaced.\n\n\n\n (b) Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Aircraft as may be required from time to time to meet the applicable standards of the FAA, or to comply with any Applicable Law, rule, directive, mandatory bulletin, regulation or order of any Governmental Entity during the Term of this Lease or of the manufacturer of the Aircraft, Engines or Parts (collectively, \"Mandatory Orders\"). Notwithstanding the foregoing, if a Mandatory Order is issued on or after the Commencement Date which must be terminated during the Term, the actual costs of complying with and otherwise accomplishing any such Mandatory Order shall be paid by and such compliance shall be the sole responsibility of Lessee, provided, however, that if no Event of Default has occurred and is continuing, Lessor shall reimburse Lessee for costs incurred by Lessee in terminating any such Mandatory Order in excess of One Hundred Fifty Thousand Dollars (US$150,000.00) under the following formula:\n\n\n\n (X - $150,000) x (84 months - Y) = Z", "source": "agreement_30.md" }, { "id": "1343", "text": "(X - $150,000) x (84 months - Y) = Z\n\n\n 84 months\n\n\n\n X: = Cost to perform Mandatory Order paid by Lessee (labor, parts and \n\n\n material)\n\n\n Y: = Remaining term of the Lease when Mandatory Order performed\n\n\n Z: = Cost paid by Lessor to Lessee\n\n\n\n \n\n\nFor the avoidance of doubt, the above formula for reimbursement to Lessee of costs incurred for the performance of Mandatory Orders shall only apply to the performance of terminating action required by such Mandatory Order and not to inspections required thereby. Notwithstanding the foregoing, Lessor shall reimburse Lessee for all costs incurred by Lessee in excess of One Hundred Thousand Dollars ($100,000.00) in terminating the Mandatory Order designated as AD #2000-11-01 (MPET Insulation Blanket) or as otherwise amended or revised. \n\n\n\n In addition, Lessee, at its own cost and expense, and with the advance written consent of Lessor, may from time to time make alterations and modifications in and additions to the Aircraft, provided no such alteration, modification or addition diminishes the remaining warranty, value or utility, or impairs the condition or airworthiness of the Aircraft. Title to all Parts incorporated or installed in or attached or added to the Aircraft as the result of such alteration, modification or addition shall vest immediately in Lessor and shall become subject to this Lease, without the necessity for any further act or transfer, document or notice, provided, however, that Lessee may remove such Parts prior to return of the Aircraft to Lessor on the Expiration Date if such removal does not damage or otherwise result in any diminution in value of the Aircraft, which value the Aircraft would have had at such time had such alteration, modification or addition not occurred. \n\n\n\nSection 10. General Tax Indemnity.", "source": "agreement_30.md" }, { "id": "1344", "text": "Section 10. General Tax Indemnity.\n\n\n\n (a) Indemnity. Lessee shall pay when due and indemnify and hold each Indemnitee harmless from and against any and from all Taxes imposed against any such Indemnitee, Lessee, the Aircraft or any interest therein or use thereof, and any and all license, registration and recording fees and assessments, as well as Taxes arising directly or indirectly out of this Lease, and each other Operative Agreement, or based on or measured by, the payments of Rent and other amounts due hereunder or thereunder, the terms, covenants and conditions hereof and thereof, or the use, operation, maintenance, possession, condition, control, occupancy, servicing, installation, transportation, storage, substitution, recording, documentation, import, export, rental, lease, location, repair, abandonment, replacement, delivery, registration, repossession, improvement, subleasing, manufacture, rental, settlement of any insurance claim, return or other disposition of the Aircraft or any Part thereof or interest therein regardless of the method of calculation; provided, however, that Lessee shall have no obligation to pay any Taxes assessed by the federal government of the United States, or any state thereof, against the Lessor or any Lessor Lender which are based upon or measured by their respective gross annual incomes or profits.", "source": "agreement_30.md" }, { "id": "1345", "text": "(b) Reimbursements to Lessee. If, by reason of any Tax payment made to or for the account of an Indemnitee by Lessee pursuant to Section 10(a) such Indemnitee subsequently realizes a net tax benefit (whether due to a tax deduction or credit made available to such Indemnitee) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Lessee an amount equal to the sum of (i) the actual net reduction in Taxes, if any, realized by such Indemnitee which is attributable to such benefit, savings, deduction or credit and (ii) the actual reduction in any Taxes realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that the obligation of such Indemnitee to make any payment pursuant to this Section 10(b) shall be postponed for so long as the amount of such payment pursuant to (i) above would exceed (x) the amount of all prior payments made by Lessee pursuant to Section 10(a) less (y) the portion of all prior payments computed pursuant to (i) above by such Indemnitee to the Lessee hereunder.\n\n\n\n(c) Contests. If a written claim shall be timely made against and timely received by any Indemnitee for any Tax for which Lessee is obligated pursuant to this Section 10(a), such Indemnitee shall notify Lessee in writing promptly of such claim and shall provide Lessee such information regarding such claim as claim as Lessee may reasonably request, but the failure to give such notice or to provide such information shall not diminish Lessee's obligation hereunder unless such failure causes a contest to be precluded or such contest right is materially adversely affected by such failure.", "source": "agreement_30.md" }, { "id": "1346", "text": "If a written claim shall be made for any Tax, for which Lessee is obligated pursuant to Section 10(a), and (x) under applicable law of the taxing jurisdiction Lessee is allowed to directly contest such Tax and, (y) no unindemnified taxes are involved that cannot reasonably be severed from the claim with respect to such Tax, then Lessee shall be permitted, at its expense and in its own name, to contest the imposition of such Tax and (provided that it shall impose no risk of loss, seizure, confiscation or detainment of the Aircraft, the Airframe, the Engine or any part of Lien upon title thereto) to withhold payment during the pending of such contest, if permitted by law. If allowable under local law and permission is granted to Lessee by Indemnitee, which permission shall not be unreasonably withheld, Lessee will be permitted to litigate any Tax claim for which it is obligated to indemnify any Indemnitee provided satisfactory arrangements are concluded", "source": "agreement_30.md" }, { "id": "1347", "text": "to indemnify any Indemnitee provided satisfactory arrangements are concluded which will fully protect such Indemnitee from a final decision adverse to the interest of Lessee and/or Indemnitee. If Lessee cannot contest the Tax in its own name, or if Lessee and Indemnitee agree that any contest should be in the name of Indemnitee, then upon request from Lessee within 30 days after receipt of such notice, such Indemnitee shall at Lessee's expense contest the imposition of such Tax. After considering any views offered by Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Indemnitee may in its reasonable discretion select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof, provided, however, if Lessee makes arrangements which fully protect Indemnitee from a final", "source": "agreement_30.md" }, { "id": "1348", "text": "however, if Lessee makes arrangements which fully protect Indemnitee from a final decision adverse to Lessee and/or Indemnitee, Lessee may in its discretion select any forum for such contest and the manner in which it is contested. Lessee shall indemnify Lessor and Lessor's Lender for any adverse consequences resulting from such choice of forum by Lessee.", "source": "agreement_30.md" }, { "id": "1349", "text": "In no event shall such Indemnitee be required or, shall Lessee be permitted, to contest the imposition of any Tax for which Lessee is obligated pursuant to Section 10(a) unless (P) Lessee shall have agreed to pay such Indemnitee on demand, and indemnify such Indemnitee from, and shall so pay and indemnify on demand of such Indemnitee from time to time, all reasonable out-of-pocket costs and expenses that such Indemnitee incurs in contesting such claim or arising out of or relating to such contest (including, without limitation, all out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax); (Q) such Indemnitee shall have reasonably determined that the action to be taken will not result in a sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of Lessor in a manner reasonably", "source": "agreement_30.md" }, { "id": "1350", "text": "otherwise made provision to protect the interests of Lessor in a manner reasonably satisfactory to Lessor) other than Liens for Taxes either not yet due or being contested in good faith by appropriate proceedings so long as such proceedings do not involve any risk of the sale, forfeiture or loss of the Aircraft, Airframe, any Engine or part or any interest therein; (R) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have advanced sufficient funds, on an interest-free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net after-tax cost to such Indemnitee of such advance; (S) in the case of any tax being contested in the name of an Indemnitee, such Indemnitee shall have received an opinion of independent tax counsel selected by Lessee and approved by such Indemnitee (which approval shall not be unreasonably withheld) and furnished at Lessee's sole expense to the effect that there is", "source": "agreement_30.md" }, { "id": "1351", "text": "withheld) and furnished at Lessee's sole expense to the effect that there is a meritorious basis for contesting such claim; and (T) if an Event of Default shall have occurred and be continuing, Lessee shall have, at the option of the Indemnitee, either (i) provided security for its obligation hereunder reasonably satisfactory to the Indemnitee by placing in escrow sufficient funds to cover any such contested Tax or otherwise provided satisfactory provisions for payment or (ii) paid such Tax. If any Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Indemnitee shall pay Lessee, but not before Lessee shall have made all payments theretofore due to such Indemnitee pursuant to Section 10(a) an amount equal to the Lessor of (X) the amount of such refund, including interest received attributable thereto, and (Y) such Tax payment by Lessee to such Indemnitee plus any other payment by Lessee to such Indemnitee theretofore made pursuant", "source": "agreement_30.md" }, { "id": "1352", "text": "any other payment by Lessee to such Indemnitee theretofore made pursuant to Section 10(a). If any Indemnitee shall have paid the Lessee any refund of all or part of any Tax paid by Lessee and it is subsequently determined that such Indemnitee was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of Section 10(a). An Indemnitee shall not settle any such claim or contest pursuant to this provision without the written consent of Lessee (which consent shall not be unreasonably withheld).", "source": "agreement_30.md" }, { "id": "1353", "text": "Nothing contained in this Section 10(c) shall require any Indemnitee to contest or continue a contest of a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 10(c), if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable to Lessee under this Section 10 in connection with such claim.\n\n\n\nIn the event an Indemnitee contests any Taxes hereunder, the Indemnitee shall apprise Lessee of all material developments with respect to such contest (provided, however, that a failure to so provide shall not relieve Lessee from its obligations to indemnify hereunder), shall forward copies of all material submissions made in such contest, shall consider in good faith any request concerning the conduct of any such contest and, without waiving the right to be indemnified hereunder with respect to such claim, shall not settle or concede any such contest without the prior written consent of Lessee, which consent shall not be unreasonably withheld.\n\n\n\n(d) Forms. Each Indemnitee agrees to promptly furnish from time to time to Lessee or to such other person as Lessee may designate, at Lessee's request and expense, such duly executed and properly completed forms as may be necessary or appropriate in order to claim any reduction, or exemption from any Tax which Lessee may be required to indemnify against hereunder, but only if such Indemnitee may truthfully complete such form and such action shall note have a material adverse effect on such Indemnitee.", "source": "agreement_30.md" }, { "id": "1354", "text": "(e) Reimbursements by Indemnitees Generally. If, for any reason, Lessee is required to make any payment with respect to any Taxes imposed on any Indemnitee in respect to the transactions contemplated by the Operative Agreements or on the Aircraft, the Airframe, the Engines, the Parts or any part thereof, which Taxes are not the responsibility of Lessee under this Section 10 or otherwise under the Operative Agreements, then such Indemnitee shall promptly pay to Lessee on the written demand of Lessee an amount which equals any amounts paid by Lessee with respect to such Taxes, plus accrued interest thereon at the Interest Rate from the date of such demand.", "source": "agreement_30.md" }, { "id": "1355", "text": "(f) Verification. At Lessee's request, the amount of any indemnity payment by Lessee pursuant to this Section 10 or any payment by an Indemnitee to Lessee pursuant to this Section 10 in excess of $100,000 shall be verified by a firm of independent accountants mutually acceptable to Lessee and Indemnitee, who shall be asked to verify, after consulting with such Indemnitee, whether such Indemnitee's computations are correct and to report its conclusions to both Lessee and such Indemnitee. Each Indemnitee and Lessee hereby agrees to provide the accounts with all information and materials as shall be reasonably necessary or desirable in connection herewith. The fees and disbursements of such accounting firm shall be paid by Lessee unless such verification shall result in an adjustment in Lessee's favor greater than or equal to the greater of (i) 10% of the total amount verified, (ii) $25,000, or (iii) the fee charged by such accounting firm, in which case such fees and disbursements", "source": "agreement_30.md" }, { "id": "1356", "text": "fee charged by such accounting firm, in which case such fees and disbursements shall be paid by the appropriate Indemnitee. Any information provided to such accountants by Lessee or an Indemnitee shall be and remain the exclusive property of Lessee or such Indemnitee, as the case may be, and shall be deem by the parties to be (and the accountants will confirm in writing that they will treat such information as) the private, proprietary an confidential property of such Lessee or Indemnitee, as the case may be, and no person other than Lessee or such Indemnitee and the accountants shall be entitled thereto, and all such materials shall be returned to Lessee or such Indemnitee, as the case may be. Such accounting firm shall be requested to make its determination within thirty (30) days. In the event such accounting firm shall determine that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be", "source": "agreement_30.md" }, { "id": "1357", "text": "to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon Lessee and such Indemnitee, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to such Indemnitee to verify such computations or for any other purpose.", "source": "agreement_30.md" }, { "id": "1358", "text": "(g) Miscellaneous. In case any report or return is required to be made with respect to any Taxes which are an obligation of Lessee under this Section 10, Lessee will either make such report or return in such manner as will show the ownership of the Aircraft in Lessor and send a copy of such report or return to Lessor or will notify Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to Lessor. If actual notice is given by any taxing authority to Lessor that a report or return is required to be filed with respect to any such Taxes referred to in this Section 10, Lessor shall promptly notify Lessee of such required report or return. Lessor agrees to respond to any reasonable request of Lessee for information within the control of Lessor with respect to the filing of any report or return, but Lessee agrees to pay any reasonable costs, fees or other charges of independent counsel or independent accountants incurred in connection with such request.", "source": "agreement_30.md" }, { "id": "1359", "text": "Lessee's obligations under this Section 10 shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor or any other Person for any reason whatsoever. Lessee will pay to an Indemnitee, on demand, to the extent permitted by Applicable Law, interest at the Interest Rate on any amount not paid when due pursuant to this Section 10 until the same shall be paid in full. All indemnities, obligations, adjustments and payments provided for in this Section 10 shall survive, and remain in full force and effect, notwithstanding the expiration or other termination of this Lease. The obligations of Lessee in respect of all such indemnities, obligations, adjustments and payments are expressly made for the benefit of, and shall be enforceable by, an Indemnitee, without declaring this Lease to be in default or taking other action thereunder, and notwithstanding any provision to the contrary contained herein.\n\n\n\n (h) Gross-Up. Lessee further agrees that if at any time any Applicable Law or any Governmental Entity requires any deduction or withholding in respect of Taxes from any payment of Rent or other amounts due under this Lease or under any other Operative Agreement, the sum due from the Lessee in respect of such payment shall be increased to the extent necessary to ensure that, after paying such Taxes or making such deductions or withholding, the Lessor or other Person entitled to the same, receives on the due date for such payment a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.\n\n\n\nSection 11. Casualty Occurrences.", "source": "agreement_30.md" }, { "id": "1360", "text": "Section 11. Casualty Occurrences.\n\n\n\n (a) Casualty Occurrence with respect to the Airframe. Immediately after a Casualty Occurrence with respect to the Airframe, Lessee shall give Lessor written notice of such occurrence. On or before ninety (90) days after the date of the Casualty Occurrence, or upon receipt of insurance proceeds in an amount equal to the Casualty Value, whichever is sooner, Lessee shall pay to Lessor in immediately available funds the Casualty Value. Upon such payment, and the payment of all other amounts then due and payable under this Lease: (i) the obligation of Lessee to make further payments of Basic Rent hereunder shall terminate, (ii) this Lease shall terminate with respect to the Aircraft, and (iii) Lessor will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest, in and to the Airframe and Engines (if any) suffering the Casualty Occurrence, free and clear of Lessor's Liens, as well as all of Lessor's right, title and interest in and to any Engine constituting part of the Aircraft but not installed thereon at the time of the Casualty Occurrence. No Casualty Occurrence shall result in any abatement of Rent until receipt by Lessor of the Casualty Value.", "source": "agreement_30.md" }, { "id": "1361", "text": "(b) Casualty Occurrence with respect to an Engine. Upon a Casualty Occurrence with respect to an Engine only, Lessee shall give Lessor prompt written notice thereof and shall, within sixty (60) days, but in no event later than ninety (90) days after the date of such Casualty Occurrence, convey to Lessor, as replacement for the Engine suffering a Casualty Occurrence, title to a Replacement Engine. Each Replacement Engine shall be free of all Liens (except those Liens which are permitted by Section 14 hereof), shall be the same or better make and model, and shall be in as good an operating condition as the Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Casualty Occurrence. Upon full compliance by Lessee with the terms of this paragraph, Lessor will transfer to Lessee title to the Engine which suffered the Casualty Occurrence. Prior to or at the time of any such conveyance, Lessee, at", "source": "agreement_30.md" }, { "id": "1362", "text": "Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly: (i) furnish Lessor with a full warranty bill of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Replacement Engine; (ii) cause a further Lease Supplement hereto, in form and substance reasonably satisfactory to Lessor, subjecting such Replacement Engine to this Lease, to be duly executed by Lessee, and recorded pursuant to Applicable Law; (iii) furnish Lessor with such evidence of title to such Replacement Engine and of compliance with the insurance provisions of Section 12 hereof with respect to such Replacement Engine as Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel acceptable to Lessor and any Lessor Lender to the effect that title to such Replacement Engine has been duly conveyed to Lessor, free and clear of all Liens, that such Replacement Engine is duly leased hereunder and that such Replacement Engine is duly", "source": "agreement_30.md" }, { "id": "1363", "text": "such Replacement Engine is duly leased hereunder and that such Replacement Engine is duly subjected to the Operative Agreements and the Lien of the Lessor Lender's mortgage or security agreement; (v) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation of the transactions contemplated by this Section 11(b), in each case in form and substance satisfactory to Lessor; (vi) furnish such financing statement covering the Replacement Engine as may be reasonably requested by Lessor; and (vii) furnish Lessor with a report by an independent power plant engineer, acceptable to Lessor, that the Replacement Engine meets the requirements of this Lease. Upon full compliance by Lessee with the terms of this Section 11(b), Lessor will transfer to Lessee all of the right, title and interest in the Engine, free and clear of Lessor's Liens, which suffered the Casualty Occurrence and which was originally leased to Lessee. For all purposes hereof, each such Replacement Engine shall be deemed part", "source": "agreement_30.md" }, { "id": "1364", "text": "For all purposes hereof, each such Replacement Engine shall be deemed part of the property leased hereunder, shall be deemed an \"Engine\" as defined herein and shall be deemed part of the Aircraft. No Casualty Occurrence covered by this Section 11(b) shall result in any reduction in Rent.", "source": "agreement_30.md" }, { "id": "1365", "text": "(c) Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under insurance (other than Excluded Payments), or from any Governmental Entity or other Person with respect to a Casualty Occurrence will be applied as follows:\n\n\n\n (i) unless clause 11(c)(ii) below is applicable, so much of such payments as shall not exceed the Casualty Value required to be paid by Lessee pursuant to Section 11(a) of this Lease shall be paid to or as directed by Lessor in reduction of Lessee's obligation to pay such Casualty Value if not already paid by Lessee, or, if already paid by Lessee (unless an Event of Default shall have occurred and be continuing) shall be applied by Lessor to reimburse Lessee for its payment of such Casualty Value and the balance of such payment, if any, remaining thereafter, if such payment is received with respect to insurance other than liability insurance (unless an Event of Default shall have occurred and be continuing) shall be paid over to, or retained by Lessee; or\n\n\n\n (ii) if such payments are received as a result of a Casualty Occurrence with respect to an Engine which is being replaced by Lessee with a Replacement Engine pursuant to Section 11(b) hereof, unless an Event of Default shall have occurred and be continuing, all such payments shall be paid over to, or retained by, Lessee if Lessee has fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.", "source": "agreement_30.md" }, { "id": "1366", "text": "(d) Requisition for Use by Government with Respect to the Aircraft. In the event of the requisition for use by a Governmental Entity of the Airframe or any Engine (other than a requisition constituting a Casualty Occurrence), all of Lessee's obligations under this Lease, including without limitation those with respect to the Airframe or such Engine, shall continue to the same extent as if such requisition had not occurred; provided, however, that if it is impossible for Lessee to perform its maintenance obligations with respect to the Airframe or such Engine because of the possession of the Airframe or such Engine by such Governmental Entity, promptly upon the return of the Airframe or such Engine to Lessee, Lessee shall undertake all actions necessary to restore the Aircraft or such Engine to the condition it would have been in had Lessee fully performed such obligations throughout the period of time the Aircraft or such Engine was in the possession of such Governmental Entity. All payments received by Lessor or Lessee from the Governmental Entity for the use of the Airframe or such Engine during the Term therefor shall be paid over to, or retained by, Lessee if no Default or Event of Default shall have occurred and be continuing; and all payments received by Lessor or Lessee from the Governmental Entity for the use of such item after the Term therefor shall be paid over to, or retained by, Lessor.\n\n\n\n (e) Other Applications. Any amounts not payable to or retained by Lessee pursuant to this Section 11 or Section 12 hereof because a Default or an Event of Default shall have occurred and be continuing shall be paid to Lessor until such Default or Event of Default shall cease to be continuing, except that if Lessor shall have theretofore declared this Lease to be in default pursuant to Section 18 hereof, such amounts shall be retained by Lessor and disposed of in accordance with the provisions thereof.", "source": "agreement_30.md" }, { "id": "1367", "text": "Section 12. Insurance.\n\n\n\n (a) Public Liability and Property Damage Insurance. Lessee will carry and maintain in effect, at its own cost and expense, with Approved Insurers, comprehensive airline public liability insurance (including, without limitation, contractual liability to cover Lessee's obligations under Section 13 of this Lease, and passenger legal liability, but only to the extent of the terms and conditions of the policy), and property damage insurance with respect to the Aircraft. Such insurance shall be in an amount not less than the amount applicable to similar passenger aircraft and engines which comprise Lessee's fleet, shall be of the type usual and customary by U.S. airline standards for U.S. carriers operating other similar aircraft in similar operations and carried by Lessee on the other aircraft in Lessee's fleet and shall at all times be in amounts not less than Three Hundred Fifty Million Dollars (US$350,000,000.00), per occurrence, with zero deductible. Lessee shall not discriminate against the Aircraft in providing such insurance.", "source": "agreement_30.md" }, { "id": "1368", "text": "(b) Insurance Against Loss or Damage. Lessee, at its own cost and expense, will maintain in effect with Approved Insurers \"all-risk\" ground and flight aircraft hull insurance (which shall include, but not be limited to, war risk and allied perils, hijacking, and coverage against strikes, riots, commotions or labor disturbances, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the consent of Lessee, and foreign object damage (defined as sudden and unexpected impact with a foreign object requiring immediate withdrawal of the Engine from service) to Engines) covering such Aircraft, and fire, transit and extended and \"all-risk\" coverage insurance with respect to Engines and Parts while not installed on such Aircraft or an aircraft, which in each case is at least as broad as coverage of the type usual and customary by U.S. airline standards for airline carriers operating other similar aircraft in similar operations and carried by Lessee on the other aircraft in Lessee's fleet. Such insurance shall be for an amount not less than the Casualty Value. Such insurance shall include provisions for deductibles in an amount of not more than Five Hundred Thousand Dollars (US$500,000.00). No deductible shall apply in the event of a Casualty Occurrence.", "source": "agreement_30.md" }, { "id": "1369", "text": "(c) Required Policy Designations and Provisions. Each policy of insurance obtained and maintained pursuant to this Section, and each policy obtained in substitution or replacement for any such policies, shall: (i) designate Lessor as owner of the Aircraft covered thereby, and shall designate the Indemnitees as additional named insureds, and the Lessor and/or the Lessor Lender as loss payee, as their interests may appear (but without imposing upon the Indemnitees any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies); (ii) expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of Lessee, and shall insure the Indemnitees regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee; (iii) provide that if such insurance is canceled by the Approved Insurers for any reason whatsoever, or is", "source": "agreement_30.md" }, { "id": "1370", "text": "insurance is canceled by the Approved Insurers for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, adverse change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of war risks or allied perils coverage or such lesser period of time as may be customarily applicable) after issuance to the Indemnitees of written or telex notice by such insurer or insurers to Lessor and Lessor's Lender of such prospective cancellation, change or lapse; (iv) include coverage for the territorial limits of any country in which the Aircraft may at any time be located; (v) provide that, as against the Indemnitees, the insurer waives any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise; and (vi) provide that in the event of any damage or loss, whether", "source": "agreement_30.md" }, { "id": "1371", "text": "and (vi) provide that in the event of any damage or loss, whether or not a Casualty Occurrence hereunder, and which results in a payment, such payment shall be payable directly to Lessor as the sole loss payee, for the account of all interests, except as otherwise set forth in subparagraph 12(e) hereof. Each such policy shall be primary without right of contribution from any other insurance which may be carried by the Indemnitees.", "source": "agreement_30.md" }, { "id": "1372", "text": "Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee. Similarly, the Indemnitees shall have the right to carry additional and separate insurance for their own benefit at their own expense, without, however, thereby limiting Lessee's obligations under this Section 12.\n\n\n\n (d) Application of Insurance Proceeds for a Casualty Occurrence. It is agreed that insurance payments which arise from insurance obtained hereunder and received as the result of the occurrence of a Casualty Occurrence shall be applied in accordance with Section 11(c) hereof.\n\n\n\n (e) Application of Insurance Proceeds for Other than a Casualty Occurrence. The insurance payments for any property damage loss to the Airframe or any Engine not constituting a Casualty Occurrence, or to any Part, shall be paid to Lessor, and thereafter be applied by Lessor in payment for the repairs or for replacement property Lessee is required to perform or that Lessee must obtain in accordance with the terms of Sections 9 or 11 of this Lease, or, if such repair or replacement has already been paid for by the Lessee, to promptly reimburse Lessee for such repairs or replacements, and any balance remaining after compliance with such sections with respect to such loss shall be applied, in the sole discretion of Lessor, towards any amounts due and owing to Lessor hereunder by Lessee, provided, however, that if no Event of Default shall have occurred and is continuing, the first One Hundred Thousand Dollars ($100,000.00) of insurance payments for any property damage loss to the Airframe or any Engine not constituting a Casualty Occurrence, or to any Part, shall be paid to Lessee for the repairs or for replacement property.", "source": "agreement_30.md" }, { "id": "1373", "text": "(f) Application in Default. Any amount referred to in Section 11(c) or Section 12(e) hereof which is otherwise payable to Lessee shall not be paid to Lessee, or, if it has been previously paid to Lessee, and not yet applied by Lessee as permitted or required hereunder, shall be immediately delivered by Lessee to Lessor, if at the time of such payment, an Event of Default shall have occurred and be continuing. In either case, all such amounts shall be held by Lessor as security for the obligations of Lessee, or, at the option of Lessor, applied by Lessor toward payment of any of Lessee's obligations at the time due hereunder. At such time as there shall not be continuing any such Event of Default, all such amounts at the time held by Lessor in excess of the amount, if any, which Lessor has elected for application as provided above, shall be paid to Lessee.", "source": "agreement_30.md" }, { "id": "1374", "text": "(g) Certificates of Insurance. On or before the Commencement Date, hereafter on each renewal by the Lessee of the insurance required hereby, Lessee will furnish to Lessor a certificate and a letter of undertaking executed and delivered by an Approved Insurance Broker who is authorized by an Approved Insurer, appointed by Lessee, describing in reasonable detail insurance carried on the Aircraft and certifying that the insurance then maintained on the Aircraft complies with the terms of this Lease. Lessee will instruct such Approved Insurance Broker who is authorized by an Approved Insurer to agree to advise Lessor in writing or by telex: (i) at least thirty (30) days (seven (7) days in the case of any war risk and allied perils coverage or such lesser period of time as may be customarily applicable) prior to the termination or cancellation by the underwriters for any reason (including, without limitation, failure to pay the premium therefor) of any such insurance; and (ii) at least three (3) Business Days or, in the case of any war risk and allied perils coverage, such lesser period of time as may be customarily applicable, prior to any non-renewal by the underwriters for any reason (including, without limitation, failure to pay the premium therefor) of any such insurance.", "source": "agreement_30.md" }, { "id": "1375", "text": "(h) Reinsurance. If the Aircraft is ever registered outside the United States, or otherwise insured outside of the United States, then all of the insurances required hereunder are to be reinsured and such reinsurance shall contain a \"cut-through\" clause reasonably satisfactory to Lessor and each Lessor's Lender, and Lessee will furnish to Lessor and Lessor's Lender a certificate and a letter of undertaking executed and delivered by an Approved Insurance Broker who is authorized by an Approved Insurer, describing in reasonable detail the reinsurance carried on the Aircraft and certifying that the reinsurance then maintained on the Aircraft complies with the terms of this Lease.\n\n\n\n (i) Y2K Exclusions. Lessee shall secure coverage in respect of all of the foregoing insurances under AVN 2001 and AVN 2002 so as to insure against any applicable exclusions from coverage under AVN 2000, in each case to be confirmed by certificates to be delivered under subparagraph 12(g) above.\n\n\n \n\n\nSection 13. Indemnification.", "source": "agreement_30.md" }, { "id": "1376", "text": "Lessee hereby agrees and undertakes to indemnify, reimburse and hold harmless each Indemnitee from and against any and all claims, damages, losses, liabilities, demands, suits, judgments, settlements, causes of action, legal proceedings (whether civil or criminal), penalties, fines, Taxes, other actions, and any attorneys' fees and all other costs and expenses in connection therewith, including any of the foregoing arising or imposed with or without any such Indemnitee's fault or negligence, except as set forth below, or under the doctrine of strict liability or any other theory of liability (any and all of which are hereafter referred to as \"Claims\") which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to: (i) the Aircraft or this Lease or the enforcement of any of the terms hereof and thereof, including but not limited to the breach of any representation, warranty, covenant, obligation or", "source": "agreement_30.md" }, { "id": "1377", "text": "limited to the breach of any representation, warranty, covenant, obligation or duty of Lessee hereunder or under any Operative Agreement or any other document of agreement executed and delivered in connection herewith or with respect to any Indemnitee; or (ii) the condition, manufacture, delivery, lease, acceptance, possession, repossession, return, disposition, use, registration, import, export, maintenance, storage or operation of the Aircraft either in the air or on the ground; or (iii) any defect in the Aircraft (whether or not discovered or discoverable by Lessee or Lessor) arising from any material or articles or Parts used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul, or testing of the Aircraft, whether or not the Aircraft is in the possession of Lessee, and regardless of where the Aircraft may then be located; or (iv) any transaction, approval, or document contemplated by this Lease or any Operative Agreement, or given or entered into in connection", "source": "agreement_30.md" }, { "id": "1378", "text": "this Lease or any Operative Agreement, or given or entered into in connection herewith or therewith; provided, however, that Lessee shall be subrogated to all rights and remedies which Lessor may have against the Manufacturer, the Engine Manufacturer, the Approved Maintenance Provider, or the manufacturer of any Part, or any of their subcontractors. In the event Lessee is required to indemnify any Indemnitee hereunder, Lessee shall pay to such Indemnitee an amount which, after deduction of all Taxes and like charges required to be paid by such Indemnitee in respect of such payment, is equal to the amount of the indemnification required, provided, however, that all of the provisions of Section 10 hereof shall apply to such payment; and provided further, however, that Lessee shall not be required to indemnify any Indemnitee against Claims arising out of any one or more of the following: (1) such Indemnitee's gross negligence or willful misconduct; (2) any representation or warranty by such Indemnitee", "source": "agreement_30.md" }, { "id": "1379", "text": "or willful misconduct; (2) any representation or warranty by such Indemnitee in the Operative Agreements being incorrect; (3) the failure by such Indemnitee to perform or observe in any material respect any agreement, covenant or condition in any of the Operative Agreements, including, without limitation, the creation or existence of a Lessor's Lien; (4) in the case of any Indemnitee a disposition (whether voluntary or involuntary) by such Indemnitee of all or any party of its interest in the Airframe or any Engine or in the case of any Indemnitee a disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Agreements other than during the continuance or as a result of a Default or an Event of Default; and (5) any Taxes or loss of tax benefit or increase in tax liability, whether or not Lessee is required to indemnify for such Taxes pursuant to Section 10(a) hereof (it being understood that Section", "source": "agreement_30.md" }, { "id": "1380", "text": "such Taxes pursuant to Section 10(a) hereof (it being understood that Section 10(a) hereof exclusively provided for Lessee's liability with respect to Taxes).", "source": "agreement_30.md" }, { "id": "1381", "text": "If a claim is made against an Indemnitee involving one or more Claims and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided, however, that the failure to provide such notice shall not release Lessee from any of its obligations to indemnify hereunder. Upon acknowledging its obligation to indemnify such Indemnitee pursuant to the terms of this Section 13, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Claims, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Claims and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility therefor and control of such claim for Claims to the extent that the same may", "source": "agreement_30.md" }, { "id": "1382", "text": "therefor and control of such claim for Claims to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its best reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings, (i) if an Event of Default shall have occurred and be continuing or (ii) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft or any part thereof, unless in such an event Lessee shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitees in respect", "source": "agreement_30.md" }, { "id": "1383", "text": "bond or other security reasonably satisfactory to the relevant Indemnitees in respect to such risk. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The Lessee shall supply any Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for each Indemnitee to control or participate in any proceeding to the extent permitted by this Section 13. Nothing contain in this Section 13 shall be deemed to require an Indemnitee to assume responsibility for or control of any judicial or administrative proceeding with respect hereto.", "source": "agreement_30.md" }, { "id": "1384", "text": "The Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 13; provided, however, the Lessee shall not be entitled to any income tax return of any Indemnitee. \n\n\n\nUpon payment of any Claim pursuant to this Section 13, Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to co-operate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee and at Lessee's sole cost and expense.\n\n\n\nIn the event that Lessee shall have paid an amount to an Indemnitee pursuant to this Section 13, and such Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other Person, such Indemnitee shall, except that such obligation shall be postponed for as long as an Event of Default shall have occurred and be continuing, promptly pay Lessee, but not before Lessee shall have made all payments then due to such Indemnitee pursuant to this Section 13, an amount equal to the amount of such reimbursement, including interest received attributable thereto, net of taxes required to be paid by such Indemnitee as a result of any reimbursement received and net of all expenses incurred in obtaining the same.\n\n\n.", "source": "agreement_30.md" }, { "id": "1385", "text": ".\n\n\n\n Lessee hereby waives, and releases each Indemnitee from any Claims (whether now existing or hereafter arising) for or on account of or arising or in any way connected with injury to or death of personnel or any agent of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the ownership, manufacture, purchase, delivery, leasing, condition, use, maintenance, storage, repossession or operation of the Aircraft, either in the air or on the ground, or which may be caused by any defect in the Aircraft from the material or any article or Part used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of the Aircraft regardless of when such defect may be discovered, whether or not the Aircraft is at the time in the possession of Lessee, and regardless of the location of the Aircraft at any such time, except for Claims based upon the gross negligence or willful misconduct of Lessor.\n\n\n.\n\n\n\n The indemnities contained in this Section 13 shall survive the execution and delivery of this Lease and the other Operative Agreements, and shall continue in full force and effect notwithstanding the expiration or other termination of this Lease or other Operative Agreement and are expressly made for the benefit of and shall be enforceable by each Indemnitee.\n\n\n\nSection 14. Liens.\n\n\n\n Lessee shall not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Aircraft, title thereto or any interest therein, except: (i) the respective rights of Lessor and Lessee as herein provided; (ii) Lessor's Liens with respect to the Aircraft; (iii) Permitted Liens; and (iv) Liens in favor of any Lessor Lender.", "source": "agreement_30.md" }, { "id": "1386", "text": "Section 15. Perfection of Title and Further Assurances.\n\n\n\n (a) Recordation of Lease. Lessee shall, at its sole cost and expense, and as may otherwise be directed by Lessor from time to time, cause this Lease, all exhibits hereto, any amendments or supplements hereto, and any and all additional instruments which shall be executed pursuant to the terms hereof to be kept, filed and recorded, and to be re-executed, re-filed and re-recorded at all times during the Term with the FAA and each other Governmental Entity having jurisdiction over the Aircraft, this Lease, the Operative Agreements and the transactions contemplated hereby and thereby to the extent required to perfect and preserve Lessor's and Lessor Lender's interest and title in and to the Aircraft, this Lease and each Operative Agreement to the maximum extent possible under Applicable Law.\n\n\n\n (b) Other Filings.\n\n\n\n (i) If at any time any filing or recording is reasonably necessary to protect the interest of Lessor or any Lessor Lender, Lessee, at its own cost and expense and upon request by Lessor or any Lessor Lender, shall cause this Lease and any Lessor Lender's security agreement and any and all additional instruments which shall be executed pursuant to the terms hereof or thereof, to be kept, filed and recorded and to be re-executed, refiled and re-recorded in the appropriate office pursuant to Applicable Law to perfect, protect and preserve the rights and interests of Lessor and any Lessor Lender hereunder and in the Aircraft. At the reasonable request of Lessor or any Lessor Lender, Lessee shall furnish to Lessor and any Lessor Lender opinions of counsel or other evidence satisfactory to Lessor and any Lessor Lender of each such filing or refiling and recordation or re-recordation.", "source": "agreement_30.md" }, { "id": "1387", "text": "(ii) Without limiting the foregoing, Lessee shall do or cause to be done, and pay all Taxes in connection with, at Lessee's sole cost and expense, any and all acts and things which may be required to perfect and preserve the title and interest of Lessor and the Lien of any Lessor Lender in the Aircraft and this Lease, as Lessor and any Lessor Lender may reasonably request. Lessee shall also do or cause to be done, at its sole cost and expense, any and all acts and things which may be required under the terms of any other Applicable Law involving any jurisdiction in which Lessee may operate, or any and all acts and things which the Lessor or any Lessor Lender may reasonably request, to perfect and preserve Lessor's ownership rights regarding and any Lessor Lender's Lien in and to the Aircraft within any such jurisdiction.", "source": "agreement_30.md" }, { "id": "1388", "text": "(iii) In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Lease and to establish, protect and perfect the rights and remedies created or intended to be created in favor of Lessor and any Lessor Lender hereunder, including, without limitation, if reasonably requested by Lessor at the expense of Lessee, the execution and delivery of supplements or amendments hereto or to any Lessor Lender's security agreement in recordable form, subjecting to this Lease and to the Lien of any Lessor Lender's security agreement, any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws of any appropriate jurisdiction. In no event shall Lessee be required to take any action in any country other than the United States and/or any other country in which the Aircraft is operated, subleased or reregistered. Lessee shall not consolidate with or merge into any other corporation unless Lessee has notified Lessor and any Lessor Lender in writing prior to the consummation of such transaction and Lessee shall have taken all such actions requested by Lessor or Lender pursuant to this Section 15.\n\n\n\nSection 16. Return of Aircraft and Records.", "source": "agreement_30.md" }, { "id": "1389", "text": "Section 16. Return of Aircraft and Records.\n\n\n\n (a) Return. On the Expiration Date or such other Return Occasion, Lessee, at its own expense, shall return the Aircraft to Lessor in the condition specified in Exhibit F hereto in Tucson, Arizona, or at such other location in the continental United States designated by Lessee, or if an Event Of Default has occurred, at a location to be designated by Lessor (the \"Return Location\"), fully equipped, with all required Parts and Engines, duly installed thereon, by delivering the same to Lessor at such location. At such time as the Aircraft has been inspected by Lessor and found to be in the condition required hereunder, Lessor shall issue a redelivery receipt to Lessee confirming the same. Any engines installed on the Aircraft returned to Lessor hereunder which had not originally been installed on the Aircraft will be deemed to be part of the Aircraft and owned by Lessor, and Lessor shall, subject to such engines fulfilling all requirements of a Replacement Engine under Section 11(b) hereof, and otherwise complying with all requirements of Exhibit F hereto, relinquish title to any Engines previously removed and replaced by such last-installed engines. Notwithstanding the provisions of Section 9(a) hereof, any and all Parts replaced with Parts that have not been overhauled, repaired and inspected by an FAA approved agency and which do not bear FAA acceptable tags shall be replaced with Parts that do so comply; and provided that any replaced Part shall have an equivalent or later part number, shall have a value and modification status and remaining useful life at least equal to the replaced Part, and shall be completely interchangeable as to form, fit and function. There shall be no substitution of time controlled components such that time remaining on any replacement component is less than the time that was remaining on the replaced component, based upon the actual hours/cycles operated by Lessee.", "source": "agreement_30.md" }, { "id": "1390", "text": "(b) Engines. Lessee may return the Aircraft on the Return Occasion with an engine not owned by Lessor, so long as (i) such engine conforms in all respects to the requirements set forth in Section 11(b) hereof with respect to a Replacement Engine; (ii) such engine conforms to the return condition requirements set forth in Subsections 16(d) and 16(f) hereof; and (iii) Lessee, at its own expense and concurrently with such delivery, furnishes Lessor with a warranty bill of sale, in form and substance reasonably satisfactory to Lessor, with respect to such engine and with evidence of Lessee's full and unencumbered title to such engine (including, if requested, an opinion of Lessee's counsel to the effect of the opinion required by Section 11(b)(iv) hereof) and Lessee takes such other action as Lessor may reasonably request in order that full legal and beneficial ownership and title to such engine shall be duly and fully vested in Lessor; provided however, that there shall be no substitution of an engine for an Engine such that the time and cycles remaining on any Replacement Engine is less than the time and cycles that were remaining on the replaced Engine based upon actual hours / cycles operated by Lessee. Lessee's obligation to comply with the terms of this Subsection 16(c) shall be conditioned on the Lessor's transferring to Lessee full legal and beneficial ownership and title to any Engine not installed on the Aircraft at the Return Occasion, without any representation, warranty or recourse of any kind whatsoever, express or implied, except a warranty that such Engine is free and clear of Liens, other than Liens which Lessee is required to discharge hereunder.", "source": "agreement_30.md" }, { "id": "1391", "text": "(c) Records. Upon the Return Occasion, Lessee shall deliver to Lessor all logs, manuals, data and inspection, modification, and overhaul records which are required to be maintained with respect to the Aircraft under applicable rules and regulations of the FAA, and otherwise in accordance with the terms of this Lease and Exhibit G hereto. Lessee shall deliver to Lessor all such Maintenance Program data and other information as is required to transition the Aircraft to another operator's maintenance program.\n\n\n\n (d) Service Bulletin and Modification Kits. At or upon the return of the Aircraft pursuant to this Section 16, Lessee shall deliver to Lessor, at no cost to Lessor, all service bulletin kits furnished without charge by a manufacturer for installation on the Aircraft which have not been so installed, together with appropriate instructions for installation. In the event such uninstalled kits were purchased or manufactured by Lessee, then Lessor shall have a right to purchase such kits at Lessee's acquisition price for a period of ninety (90) days after return of the Aircraft.\n\n\n\n (e) Condition of Aircraft. Upon the Return Occasion, Lessee shall return the Aircraft to Lessor in such condition that the Aircraft shall comply with all of the conditions set forth in Exhibit F hereto, with all Aircraft systems fully functional and in good working order.", "source": "agreement_30.md" }, { "id": "1392", "text": "(f) Final Inspection. Upon the Return Occasion, Lessee shall make the Aircraft available, at Lessee's expense, to Lessor at Lessee's principal maintenance base or such other location mutually agreed to by Lessor and Lessee for detailed inspection in order to verify that the condition of the Aircraft complies with the requirements set forth above, and Lessee shall thereafter make the Aircraft available at the Return Location for a further and final Engine inspection, including borescope and power assurance runs (such inspection being hereinafter collectively referred to as the \"Final Inspection\"). Lessor shall cause the Final Inspection to be conducted only during those times when the Aircraft is not engaged in operation. Lessee shall give Lessor not less than ten (10) days prior written notice of the commencement date of such Final Inspection. The period allowed for the Final Inspection shall have such duration as to permit the opening of any areas of the Aircraft which Lessee is required to open to satisfy the requirements of Exhibit F. The Final Inspection shall commence on or before the Expiration Date with respect to the Aircraft and shall continue on consecutive days until all activity required above to be conducted during the Final Inspection has been concluded. To the extent that any portion of the Final Inspection extends beyond the Expiration Date (other than due to the fault of the Lessor), the Term shall be deemed to have been automatically extended, and the obligation to pay Rent hereunder shall continue on a daily basis at the rate of 125% of the Basic Rent until the Final Inspection shall have been concluded. All storage expenses attributable to any extension of the Term pursuant to the preceding sentence shall be payable by Lessee, and Lessee shall continue to insure the Aircraft in accordance with Section 12 during any such extension period. Lessor shall work diligently in its inspection of the Aircraft.", "source": "agreement_30.md" }, { "id": "1393", "text": "(g) Aircraft Documentation. In order to enable Lessor to prepare for the Final Inspection of the Aircraft pursuant to Subsection 16(f) above, Lessee agrees to make available to Lessor at Lessee's principal maintenance base not later than ten (10) days prior to the commencement of such Final Inspection, the Aircraft Documents, together with such other documentation regarding the condition, use, maintenance, operation and history of the Aircraft generated during Lessee's possession of the Aircraft, and as Lessor may otherwise reasonably request.\n\n\n\n (h) Corrections and Subsequent Corrections. To the extent that the Aircraft or any Engine fails upon the Return Occasion to conform to any requirement imposed by this Lease and particularly Section 16(f), Lessor, at its sole option, may continue the Lease in effect in the manner provided for in Section 16(f) above with regard to automatic extension until such time as the Aircraft is brought up to the condition required by Section 16(f) above; or Lessor may accept the return of the Aircraft and thereafter have any such nonconformance corrected at such time as Lessor may deem appropriate but not to occur later than sixty (60) days following the return of the Aircraft, at commercial rates then charged by the Person selected by Lessor to perform such correction and Rent shall continue as set forth in Section 16(f) above for the number of days required to perform such correction. Any direct expense incurred by Lessor for such correction shall become Supplemental Rent payable by Lessee within thirty (30) days following the submission of a written statement by Lessor to Lessee, identifying the items corrected and setting forth the expense of such correction. Lessee's obligation to pay such Supplemental Rent shall survive the passage of the Expiration Date or other termination of this Lease.", "source": "agreement_30.md" }, { "id": "1394", "text": "(i) Functional Check Flight. Immediately prior to the expiration of the Term, observers (not to exceed five (5) in number) selected by Lessor will accompany Lessee's flight crew on a functional check flight (not to exceed two (2) hours in duration) to be accomplished in accordance with Manufacturer's procedures and at Lessee's expense to demonstrate the airworthiness of the Aircraft being returned and proper functioning of all systems and components. At all times during such functional check flight Lessee's flight crew shall be in command of the Aircraft; provided, however, that Lessor's qualified pilots may operate the controls as provided in Exhibit F hereto to the extent permitted by applicable regulations. Any discrepancy or malfunction detected shall be corrected at Lessee's expense and subject to the requirements of this Section 16. \n\n\n\n (j) Legal Status Upon Return. Upon the Return Occasion, the Aircraft shall be: (i) free and clear of all Liens, except for Lessor's Liens; (ii) if so requested by Lessor, eligible for immediate de-registration from the FAA, with a valid certificate of airworthiness for export; (iii) certified as an airworthy aircraft by the FAA, and eligible for operation by a United States air carrier for passenger operations under FAR Part 121; and (iv) in full compliance with the Maintenance Program and all airworthiness directives, mandatory service bulletins, and FAR's in accordance with Exhibit F hereof.\n\n\n\nSection 17. Events of Default.\n\n\n\n Any one or more of the following occurrences or events shall constitute an Event of Default:\n\n\n\n (a) Lessee shall fail to make any payment of Rent to Lessor when due under this Lease and such payment shall be overdue for a period of three (3) Business Days;", "source": "agreement_30.md" }, { "id": "1395", "text": "(b) Lessee shall fail to obtain and maintain any insurance required under the provisions of Section 12 hereof, or shall let any such insurance coverage lapse, or shall operate the Aircraft outside of the scope of the insurance coverage maintained with respect to the Aircraft;\n\n\n\n (c) any representation or warranty made by Lessee in Sections 5(c)(i) through 5(c)(vi) hereof inclusive is incorrect at the time given in any material respect; any other representation or warranty made by Lessee herein or in any document or certificate furnished to Lessor in connection herewith or therewith or pursuant hereto is incorrect in any material respect at any time during the Term and the Lessee fails to cure the same so as to make the representation or warranty correct within thirty (30) days after Lessee has actual notice thereof;\n\n\n\n (d) Lessee shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it pursuant to this Lease and such failure shall continue for a period of thirty (30) days after notice thereof is given by Lessor to Lessee, or if Lessee shall fail to observe its covenant to keep the Aircraft free and clear of Liens, fifteen (15) days after the date of imposition of any such Lien;", "source": "agreement_30.md" }, { "id": "1396", "text": "(e) Lessee consents to the appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or Lessee admits in writing its inability to pay its debts generally as they come due, or makes a general assignment for the benefit of creditors, or Lessee files a voluntary petition in bankruptcy or a voluntary petition seeking reorganization in a proceeding under any bankruptcy laws, as now or hereafter in effect (other than for purposes of a solvent reorganization on terms previously approved by Lessor), or an answer admitting the material allegations of a petition filed against Lessee in any such proceeding, or Lessee by voluntary petition, answer or consent seeks relief under the provisions of any bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or provides for an agreement, composition, extension or adjustment with its creditors;\n\n\n\n (f) an order, judgment or decree is entered by any court, with or without the consent of Lessee, appointing a receiver, trustee or liquidator for Lessee or of all or any substantial part of its property, or all or any substantial part of the property of Lessee is sequestered, and any such order, judgment or decree of appointment or sequestration remains in effect, undismissed, unstayed or unvacated for a period of sixty (60) days after the date of entry thereof;", "source": "agreement_30.md" }, { "id": "1397", "text": "(g) a petition against Lessee in a proceeding under bankruptcy, insolvency or other similar laws of any Governmental Entity (as now or hereafter in effect) is filed and is not withdrawn or dismissed within sixty (60) days thereafter, or if, under the provisions of any Applicable Law providing for reorganization or winding-up of corporations which may apply to Lessee, any court of competent jurisdiction assumes jurisdiction over, or custody or control of, Lessee or of all or any substantial part of its property and such jurisdiction, custody or control remains in effect, unrelinquished, unstayed or unterminated for a period of sixty (60) days;\n\n\n\n (h) a final judgment for the payment of money not covered by insurance in excess of Five Hundred Thousand Dollars (US $500,000.00), or final judgments for the payment of money not covered by insurance in excess of Five Hundred Thousand Dollars (US $500,000.00) in the aggregate, shall be rendered against Lessee and the same shall remain undischarged for a period of thirty (30) days during which execution thereof shall not be effectively stayed by agreement of the parties involved, stayed by court order or adequately bonded or attachments or other Liens, except for security interests;", "source": "agreement_30.md" }, { "id": "1398", "text": "(i) Lessee shall receive notice of default or exercise of remedies with respect to the payment of any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of rent or hire under any lease of aircraft which has a principal amount of Five Hundred Thousand Dollars (US $500,000.00) or more (determined in the case of borrowed money by the amount outstanding under the agreement pursuant to which such borrowed money was borrowed, in the case of a deferred purchase price by the remaining balance and in the case of a lease by the present discounted value of the remaining rent or hire payable thereunder (ignoring any fair market renewal)) when the same becomes due if such nonpayment results in an acceleration of such indebtedness;\n\n\n\n (j) a default or an event of default shall occur under any other Operative Agreement, or under any other agreement between Lessor and Lessee or between any affiliate or subsidiary of Lessor and Lessee; or\n\n\n\n (k) any of the foregoing occurrences or events shall have occurred or be continuing with respect to any Sublessee, if any, or under any Permitted Sublease, mutatis mutandis, as if Sublessee were substituted in the place of Lessee hereunder.\n\n\n\nSection 18. Remedies.\n\n\n\n (a) Upon the occurrence of any Event of Default and any time thereafter so long as the same shall be continuing, Lessor may, at its option and without notice to Lessee, declare this Lease to be in default and, at any time thereafter so long as Lessee shall not have remedied all outstanding Events of Default, Lessor may exercise one or more of the following remedies as Lessor in its sole discretion shall elect, to the extent available and permitted by, and subject to compliance with any mandatory requirements of any Applicable Law then in effect:", "source": "agreement_30.md" }, { "id": "1399", "text": "(i) demand that Lessee, and Lessee shall upon such demand of Lessor and at Lessee's expense, immediately return the Aircraft to Lessor at such location as may be directed by Lessor, in the manner specified in such notice, and such return shall not be delayed for purposes of complying with the return conditions specified in Section 16 hereof (none of which conditions shall be deemed to affect Lessor's possession of the Aircraft) or delayed for any other reason. Notwithstanding the foregoing, at Lessor's option, Lessee shall be required thereafter to take such actions, at Lessee's expense, as would be required by the provisions of this Lease if the Aircraft were being returned at the end of the Term hereof. In addition, Lessor, at its option and to the extent permitted by Applicable Law, may enter upon the premises where all or any part of the Aircraft is located and take immediate possession of and, at Lessor's sole option, remove the same (and/or any engine which is not an Engine but which is installed on the Airframe, subject to the rights of the owner, lessor or secured party thereof) by summary proceedings or otherwise, all without liability accruing to Lessor for or by reason of such entry or taking of possession whether for the restoration of damage to property, or otherwise, caused by such entry or taking, except damage caused by gross negligence or willful misconduct of Lessor;\n\n\n\n (ii) sell at private or public sale, as Lessor may determine, or hold, use, operate or lease to others the Aircraft as Lessor in its sole discretion may determine, all free and clear of any rights of Lessee;\n\n\n\n (iii) proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable covenants of this Lease and to recover damages for the breach thereof and to rescind this Lease;", "source": "agreement_30.md" }, { "id": "1400", "text": "(iv) retain and / or liquidate the Security Deposit;\n\n\n\n (v) terminate this Lease by written notice to Lessee and/or repossess the Aircraft; and\n\n\n\n (vi) exercise any other remedy available under Applicable Law.\n\n\n\n In addition to the foregoing, Lessee shall be liable for any and all unpaid Rent during or after the exercise of any of the aforementioned remedies, together with interest on such unpaid amounts at the Interest Rate, and until satisfaction of all of Lessee's obligations to Lessor hereunder and for all reasonable legal fees and other costs and out-of-pocket expenses incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of Lessor's remedies with respect thereto, including all costs and expenses incurred in connection with the return of the Aircraft in accordance with the terms of Section 16 hereof or in placing the Aircraft in the condition and with airworthiness certification as required by such Section. Further, upon the occurrence of any of the events specified in Sections 17(e), 17(f), and / or 17(g), this Lease shall immediately terminate and Lessee shall forthwith, or shall require and instruct any such receiver or trustee to return the Aircraft to Lessor in the condition required by and otherwise in accordance with Section 16 hereof.", "source": "agreement_30.md" }, { "id": "1401", "text": "(b) In effecting any repossession, Lessor, its representatives and agents, to the extent permitted by Applicable Law shall: (i) have the right to enter upon any premises where it reasonably believes the Aircraft, the Airframe, an Engine or Part to be located; (ii) not be liable, in conversion or otherwise, for the taking of any personal property of Lessee which is in or attached to the Aircraft, the Airframe, an Engine or Part which is repossessed; provided, however, that Lessor shall return to Lessee all personal property of Lessee which was on the Aircraft at the time Lessor re-takes possession of the Aircraft; (iii) not be liable or responsible, in any manner, for any inadvertent damage or injury to any of Lessee's property in repossessing and holding the Aircraft, the Airframe, an Engine or Part, except for that caused by or in connection with Lessor's gross negligence or willful misconduct; (iv) have the right to maintain possession of and dispose of the Aircraft, the Airframe, an Engine or Part on any premises owned by Lessee or under Lessee's control; and (v) have the right to obtain a key to any premises at which the Aircraft, the Airframe, an Engine or Part may be located from the landlord or owner thereof.", "source": "agreement_30.md" }, { "id": "1402", "text": "(c) If demanded by Lessor, Lessee, at its sole expense, shall assemble and make the Aircraft, the Airframe, any Engines or Parts available at such location as may be directed by Lessor. Lessee hereby agrees that, in the event of the return to or repossession by Lessor of the Aircraft, the Airframe, any Engines or Parts, any rights in any warranty (express or implied) heretofore assigned to Lessee or otherwise held by Lessee shall without further act, notice or writing be assigned or reassigned to Lessor, if assignable. Lessee shall be liable to Lessor for all out-of-pocket expenses, disbursements, costs and fees incurred in: (i) repossessing, storing, preserving, shipping, maintaining, repairing and refurbishing the Aircraft, the Airframe, an Engine or Part to the condition required by Section 16 hereof; and (ii) preparing the Aircraft, the Airframe, an Engine or Part for sale or lease, advertising the sale or lease of the Aircraft, the Airframe, an Engine or Part and selling or releasing the Aircraft, the Airframe, an Engine or Part. Lessor is hereby authorized and instructed, at its option, to make reasonable expenditures which Lessor, in its sole discretion, considers advisable to repair and restore the Aircraft, the Airframe, an Engine or Part to the condition required by Section 16 hereof, all at Lessee's sole expense.", "source": "agreement_30.md" }, { "id": "1403", "text": "(d) Whether or not Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights hereunder with respect to the Aircraft, Lessor, by written notice to Lessee specifying a payment date not earlier than ten (10) days from the date of such notice, may demand, and Lessee hereby agrees to pay to Lessor on demand on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, the sum of any Rent due on or before such payment date plus the following amounts (together with interest, if any, on such amount at the Interest Rate from such specified payment date until the actual payment of such amount): (x) an amount equal to the aggregate remaining payments of Basic Rent due and owing through the scheduled Expiration Date specified in the Lease Supplement computed as of the payment date specified pursuant this Section 18(d); or (y) if Lessor has subsequently leased the Aircraft to a third party lessee, an amount equal to the", "source": "agreement_30.md" }, { "id": "1404", "text": "leased the Aircraft to a third party lessee, an amount equal to the excess of the aggregate remaining unpaid payments of Basic Rent due and owing through the scheduled Expiration Date specified in the Lease Supplement, over the actual lease rentals collected by Lessor from such third party lessee as of the date of adjudication under this Section 18(d); except that Lessee shall be required to pay to Lessor an amount equal to the full Casualty Value if Lessee does not voluntarily return the Aircraft to Lessor within such ten (10) day notice period at the location designated by Lessor or other location mutually agreed to between Lessor and Lessee, together with interest, to the extent permitted by Applicable Law, at the Interest Rate on the amounts required to be paid hereunder, from such payment date specified pursuant to this Section 18(d) to the date of actual payment of such amount. Upon return of the Aircraft, Lessor shall exercise its reasonable best efforts to lease the Aircraft to a third party lessee as", "source": "agreement_30.md" }, { "id": "1405", "text": "its reasonable best efforts to lease the Aircraft to a third party lessee as contemplated hereby, and shall diligently pursue any bona fide third party lessee referrals made by Lessee.", "source": "agreement_30.md" }, { "id": "1406", "text": "(e) Whether or not Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights hereunder with respect to the Aircraft or Lessee upon the occurrence of an Event of Default, Lessee and Lessor hereby stipulate that Lessor shall be entitled to sequester the Aircraft and Lessee hereby agrees to deliver the Aircraft into the custody of Lessor or its designated agents for such purpose, at Lessee's expense, upon receipt of a written demand from Lessor with respect thereto.\n\n\n\n (f) No remedy referred to in this Section 18 is intended to be exclusive, but, to the extent permissible hereunder or under Applicable Law, each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity; and the exercise or beginning of exercise by Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by Lessor of any or all of such other remedies. No express or implied waiver by Lessor of any Default or Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Default or Event of Default.\n\n\nSection 19. Alienation.", "source": "agreement_30.md" }, { "id": "1407", "text": "Section 19. Alienation.\n\n\n\n Lessor shall have the right, at its sole cost and expense, to assign, sell or encumber any interest of Lessor in the Aircraft or this Lease and/or the proceeds hereof subject to the rights of Lessee under the provisions of this Lease. To effect or facilitate any such assignment, sale or encumbrance, Lessee agrees to provide, at Lessor's sole cost and expense, such agreements, consents, conveyances or documents as may be reasonably requested by Lessor, which shall include, without limitation, an unrestricted release of Lessor from its obligations under this Lease. The agreements, covenants, obligations and liabilities contained herein including, but not limited to, all obligations to pay Rent and indemnify each Indemnitee are made for the benefit of each Indemnitee and their respective successors and assigns. Notwithstanding any other term of this Lease, including without limitation the General Tax Indemnity set forth in Section 10 hereof, no assignment, sale or encumbrance shall increase the aggregate financial exposure under the indemnity obligations of Lessee under this Lease as compared to what such obligations would have been had such assignment, sale or encumbrance not occurred. In the event this Lease is assigned, sold or encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of the Aircraft so long as no Default or Event of Default shall have occurred and be continuing.\n\n\n\nSection 20. Miscellaneous.", "source": "agreement_30.md" }, { "id": "1408", "text": "Section 20. Miscellaneous.\n\n\n\n (a) Severability, Amendment and Construction. Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof; and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, Lessee hereby waives any provisions of Applicable Law which renders any provisions hereof prohibited or unenforceable in any respect. This Lease supersedes any prior or contemporaneous agreements, whether oral or in writing, of the parties hereto and shall constitute the entire agreement of the parties hereto. No term or provision of this Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing expressed to be a supplement to this Lease signed under hand by an officer of the party against which the enforcement of the change, waiver, discharge or termination is sought. This Lease shall constitute an agreement of lease, and nothing herein shall be construed as conveying to Lessee any right, title or interest in the Aircraft or any Engine or Part except as a lessee only, and subject in all events to the terms and conditions hereof. The headings in this Lease are for convenience of reference only and shall not define or limit any terms of the provisions hereof. Whenever required by the context hereof, the singular shall include the plural and vice versa. All Exhibits and Schedules attached hereto are incorporated herein by reference and are deemed to be a part hereof.", "source": "agreement_30.md" }, { "id": "1409", "text": "(b) Governing Law; Jurisdiction. (i) This Lease shall in all respects be governed by, and construed in accordance with, the laws of the State of California, including all matters of construction, validity and performance. Lessor and Lessee hereby expressly submit to the non-exclusive jurisdiction of the U.S. federal courts situated in San Francisco, California. Lessee further agrees that any legal action or proceeding against it or any of its assets may be brought in California or in any jurisdiction where Lessee or any of its assets may be found.\n\n\n\n (ii) Lessee further irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, to Lessee at its address set forth in Exhibit C hereto. The foregoing, however, shall not limit the rights of the Lessor to serve process in any other manner permitted by Applicable Law or to bring any legal action or proceeding or to obtain execution of judgment or to recover the Aircraft in any jurisdiction. Lessee further agrees that final judgment against Lessee in any action or proceeding or arbitration in connection with this Lease shall be conclusive and may be enforced in any other jurisdiction within or outside of California by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of Lessee's indebtedness. Lessee hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection which Lessee may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Lease brought in California or the courts of any country or place where Lessee or any of its assets may be found, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in California has been brought in an inconvenient forum.", "source": "agreement_30.md" }, { "id": "1410", "text": "(iii) The foregoing submission to jurisdiction shall not be construed so as to limit the right of either party to take proceedings to enforce any judgment awarded pursuant to any such arbitration against the other in whatsoever jurisdictions shall to it seem fit nor shall the taking of proceedings in any one or more jurisdiction, preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. To the extent that each of Lessor and Lessee may be entitled, in any jurisdiction on which judicial proceedings may at any time be commenced with respect to this Lease or any instrument, agreement or documents contemplated hereby or referred to herein, to claim for itself or its revenues or assets immunity (whether by reason of sovereignty or otherwise) from suit, from the in rem or in personam jurisdiction of any court, from attachment prior to judgment, from attachment in aid of execution of judgment or from any other legal process, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), each of Lessor and Lessee hereby irrevocable waives such immunity in respect of suit, jurisdiction of any court attachment prior to judgment, attachment in aid of execution of judgment, set-off, execution of judgment and other legal process and consents generally in respect of any such legal action or proceedings to the giving of any relief or the issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) or any order or judgment which may be made or given in such action or proceedings. Lessee hereby expressly waives any rights it may have to a jury trial.", "source": "agreement_30.md" }, { "id": "1411", "text": "(c) Notices. All notices required under the terms and provisions hereof shall be in writing, shall be sent to Lessor or Lessee at their respective addresses or facsimile numbers set forth in Exhibit C hereto (or such other addresses or facsimile numbers as the parties may designate from time to time by notice pursuant to this Section 20(c)) by telefax and by air courier. Any such notice shall become effective upon the earlier of actual receipt or the fifth (5th) day following the date such notice is sent by air courier.\n\n\n\n (d) Lessor's Right to Perform for Lessee. If Lessee fails to make any payment of Supplemental Rent required to be made by it hereunder or fails to perform or comply with any covenant, agreement or obligation contained herein, Lessor shall have the right but not the obligation to make such payment or conform or comply with such agreement, covenant or obligation, and the amount of such payment and the amount of the reasonable expenses of Lessor incurred in connection with such payment or the performance thereof or compliance therewith, together with interest thereon at the Interest Rate, shall be payable by Lessee to Lessor (as Supplemental Rent) upon demand. Lessor agrees to notify Lessee in writing prior to making any payment under this Section 20(d), unless the Aircraft will be in danger of loss, sale, confiscation, forfeiture or seizure should such payment not be made. The taking of any such action by Lessor pursuant to this Subsection 20(d) shall not constitute a waiver or release of any obligation of Lessee under the Lease, nor a waiver of any Event of Default which may arise out of Lessee's nonperformance of such obligation, nor an election or waiver by Lessor of any remedy or right available to Lessor under or in relation to this Lease.", "source": "agreement_30.md" }, { "id": "1412", "text": "(e) Counterparts. To the extent, if any, that this Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction) no security interest in this Lease or in any Lease Supplement may be created through the transfer or possession of any counterpart other than the original counterpart, which shall be so identified. Subject to the preceding sentence, this Lease and each Lease Supplement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n\n\n\n (f) Quiet Enjoyment. Lessor covenants that, so long as no Default or Event of Default has occurred or is continuing, Lessee shall quietly enjoy the use and possession of the Aircraft without interference by Lessor, by any Lessor Lender, or by any Person lawfully claiming by or through Lessor.\n\n\n\n (g) Brokers. Each party agrees to indemnify and hold the other harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to reasonable attorneys' fees) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon the lease of the Aircraft, if such claim, damage, cost or expense arises out of any action or alleged action by the indemnifying party, its employees or agents.\n\n\n\n (h) Confidential Treatment. Each of the parties agrees not to disclose to any third party (other than their auditors and respective professional advisors, and except as otherwise required by Applicable Law) any non-public, proprietary information provided by and concerning the other party which the other party specifies as being of a sensitive and confidential nature, including but not limited to the amount of Basic Rent due and owing hereunder.", "source": "agreement_30.md" }, { "id": "1413", "text": "(i) Translation. In the event that this Lease is translated into a language other than English for purposes of registering or recording the same with another Governmental Entity, the English language version shall control.\n\n\n\n (j) Section 1110. To the extent provided thereby (or to the fullest extent it may lawfully so agree, whether or not provided thereby), Lessee hereby agrees that any right of Lessor to take possession of such Aircraft or Engines in compliance with the provisions of this Lease and in accordance with Section 1110 of Title 11 of the United States Code or any similar provision of any superseding statute, as amended from time to time, shall not be affected by the provisions of Sections 362 or 363 of said Title, or other analogous part of any superseding statute, as amended from time to time, and accordingly, it is the intention of the parties hereto that this Lease be afforded the benefits of said Section 1110.", "source": "agreement_30.md" }, { "id": "1414", "text": "(k) Expenses. Each party will pay all expenses (including legal, professional and out-of-pocket expenses) incurred or payable by it in connection with the negotiation, preparation, and execution of this Lease and the other Operative Agreements and all such expenses related to any amendment to or extension of or other documentation in connection with, or the granting of any waiver or consent under this Lease and the other Operative Agreements. Notwithstanding the foregoing, Lessee will pay to Lessor and Lessor Lender or its order on demand all reasonable expenses (including reasonable legal and other costs) payable or incurred by Lessor and Lessor Lender for FAA counsel and in connection with the initial registration of this Lease and Lessor Lender's interest therein, and the enforcement of, registration of or preservation of any of Lessor's and Lessor Lender rights under this Lease and the other Operative Agreements associated with or arising, directly or indirectly, from the occurrence of an Event of Default or from a Permitted Sublease hereunder.\n\n\n\n (l) Exhibits. Each of the Exhibits A through G attached hereto are incorporated herein by reference and shall be deemed a part hereof.\n\n\n\n \n\n\n [Remainder of Page Intentionally Left Blank.]\n\n\n\n**IN WITNESS WHEREOF**, Lessor and Lessee, each pursuant to due authority, have each caused this Lease to be executed by their duly authorized officers as of the day and year first above written.\n\n\n\n \n\n\n **LESSOR:**\n\n**PEGASUS AVIATION II, INC.**\n \n\n\n \n\n\n By: \n\n\n\n Name: \n\n\n\n Title: \n\n\n\n \n\n\n \n\n\n **LESSEE:**\n\n**VANGUARD AIRLINES, INC.**\n \n\n\n \n\n\n By: \n\n\n\n Name: \n\n\n\n Title: \n\n\n**EXHIBIT A", "source": "agreement_30.md" }, { "id": "1415", "text": "By: \n\n\n\n Name: \n\n\n\n Title: \n\n\n**EXHIBIT A\n\n\nAIRCRAFT SPECIFICATION** \n\n\n**[To Be Provided]** \n\n\n \n\n\n \n\n\n**EXHIBIT B\n\n\nLIST OF MANUALS, DOCUMENTS AND RECORDS**1. Aircraft Maintenance Manual (applicable to this Aircraft)\n\n\n\n2. Illustrated Parts Catalog (applicable to this Aircraft)\n\n\n\n3. Overhaul Manual\n\n\n\n4. Structural Repair Manual\n\n\n\n5. Wiring Diagrams (applicable to this Aircraft)\n\n\n\n6. Weight and Balance Manual (applicable to this Aircraft)\n\n\n\n7. Weight and Balance Report (applicable to this Aircraft)\n\n\n\n8. Aircraft Flight Manual (applicable to this Aircraft)\n\n\n\n9. Operations Manual (applicable to this Aircraft)\n\n\n\n10. Dispatch Manual (MMEL)\n\n\n\n11. Emergency Equipment List\n\n\n\n12. Copy of Airframe Maintenance Logs\n\n\n\n13. Copy of Engine/APU Log and Maintenance Records Required\n\n\n\n - Disk Sheet\n\n\n - Traceablility\n\n\n - FAA approved repair station tags (or equivalent that meets FAR Part 121 standards) or 8130/8110 form (or equivalent that meets FAR Part 121 standards) or 337 form (or equivalent that meets FAR Part 121 standards), as applicable.\n\n\n - Airworthiness Directives status, including means, methods and records of compliance.\n\n\n\n14. Airframe and appliances Airworthiness Directives status, including means, methods and records of compliance.\n\n\n\n15. Inventory of Hard Time Components Listing and Status including FAA approved repair station tag of last overhaul (or equivalent that meets FAR Part 121 standards).\n\n\n\n16. Airframe/Engine/Components Mandatory Service Bulletins Status, including means, methods and records of compliance.", "source": "agreement_30.md" }, { "id": "1416", "text": "16. Airframe/Engine/Components Mandatory Service Bulletins Status, including means, methods and records of compliance.\n\n\n\n17. Mandatory Modification Status, including certification, means and methods of compliance and any applicable engineering data.\n\n\n\n18. Copy of Pilot's Flight Log Book Required.\n\n\n\n\n19. Engine Manuals (to be provided post-delivery directly to Lessee from the Engine Manufacturer).\n\n\n20. Service Bulletin Status, if available from the prior operator of the Aircraft.\n\n\n \n\n\n\n**EXHIBIT C\n\n\nAIRCRAFT LEASE AGREEMENT\n\n\nDEFINITIONS AND VALUES**\n[TEXT OMITTED]\n\n\n\n \n\n\n \n\n\n**EXHIBIT D**\n**LEASE SUPPLEMENT NO. 1**\n LEASE SUPPLEMENT NO. 1, dated \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, 2001, between PEGASUS AVIATION II, INC., a Delaware corporation (\"Lessor\"), VANGUARD AIRLINES, INC., a Delaware corporation (\"Lessee\").\n\n\n\nWITNESSETH\n\n\n\n WHEREAS, Lessor and Lessee have previously entered into that certain Aircraft Lease Agreement [49222], dated as of February 1, 2001 (herein called the \"Lease\" and the defined terms therein being hereinafter used with the same meaning). The Lease provides for the execution and delivery of a Lease Supplement substantially in the form hereof for the purpose of leasing the Aircraft described below under the Lease as and when delivered by Lessor to Lessee in accordance with the terms thereof.\n\n\n\n WHEREAS, the Lease relates to the Aircraft and Engines as more precisely described below. A counterpart of the Lease is attached hereto and this Lease Supplement and the Lease shall form one document.", "source": "agreement_30.md" }, { "id": "1417", "text": "NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows.\n\n\n\n1. Lessor hereby delivers and leases to Lessee under the Lease, and Lessee hereby accepts and leases from Lessor under the Lease, that certain McDonnell Douglas model DC-9-82 aircraft, United States registration N16802 and manufacturer's serial number 49222, and the two (2) Pratt & Whitney model JT8D-217A engines, manufacturer's serial numbers \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ and \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ (each of which Engines has 750 or more rated takeoff horsepower or the equivalent of such horsepower) (and as further described and defined in the Lease, the \"Delivered Aircraft\").\n\n\n\n2. The Commencement Date for the lease of the Delivered Aircraft is the date of this Lease Supplement set forth in the opening paragraph hereof.\n\n\n\n3. The Term for the Delivered Aircraft shall commence on the Commencement Date and shall end on the Expiration Date, which shall be sixty (60) consecutive months from the date hereof, unless sooner terminated, or extended, as provided or permitted in accordance with the terms of the Lease.\n\n\n\n4. Lessee hereby confirms to Lessor that: (i) the Delivered Aircraft and each Engine installed thereon or belonging thereto have been duly marked in accordance with the terms of Section 6 of the Lease, (ii) Lessee has accepted the Delivered Aircraft for all purposes hereof and of the Lease, and (iii) Lessee has inspected the Delivered Aircraft and the Delivered Aircraft satisfies all of the conditions set forth in the Lease without exception.", "source": "agreement_30.md" }, { "id": "1418", "text": "5. All of the terms and provisions of the Lease are hereby incorporated by reference in the Lease Supplement to the same extent as if fully set forth herein.\n\n\n\n6. This Lease Supplement may be executed in any number of counterparts, each of which counterparts, except as provided in Section 20(e) of the Lease, shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same Lease Supplement.\n\n\n\n \n\n\n[Remainder of Page Intentionally Left Blank.]\n\n\n\n \n\n\n **IN WITNESS WHEREOF**, Lessor and Lessee have caused this Lease Supplement to be duly executed as of the day and year first above written.\n\n\n\n \n\n\n **LESSOR:**\n\n**PEGASUS AVIATION II, INC.** \n\n\n By: \n\n\n\n Name: \n\n\n\n Title: \n\n\n\n \n\n\n \n\n\n **LESSEE:**\n\n**VANGUARD AIRLINES, INC.** \n\n\n \n\n\n By: \n\n\n\n Name: \n\n\n\n Title: \n\n\n\n \n\n\n \n\n\n**EXHIBIT E\n\n\n\nDELIVERY AND OTHER REQUIREMENTS** \n\n\nOn delivery, the Aircraft shall:\n\n\n\n1) GENERAL CONDITION:\n\n\n\n\n\n\n a. Be clean by airline standards, with a current Certificate of Airworthiness from the FAA, as applicable, fit for flight with all systems operational, according to their intended use, and having been maintained in compliance with the previous lessee's maintenance program.\n\n\n\n b. Have installed the full complement of Engines and other equipment, parts, components, accessories and loose equipment as is normally required in operation of such Aircraft as would remain installed on the Aircraft were the Aircraft to continue operating in continued regular service with each such item functioning in accordance with its intended use.", "source": "agreement_30.md" }, { "id": "1419", "text": "c. Comply with the Manufacturer's original type certificate, and any revisions up to the date of delivery. Lessor will also provide any appropriate maintenance releases from any certified maintenance facilities. \n\n\n\n d. Comply with all Airworthiness Directives (\"AD's\") and FAR's issued by the FAA affecting such model aircraft which by their terms require compliance on or before the next scheduled \"C\" check (under the Lessee's maintenance program) following the Commencement Date, without waiver, exemption or extension (proof of which shall be provided by Lessor on or after the Commencement Date), and shall have a current Certificate of Airworthiness and eligible for registration with the FAA.\n\n\n\n e. Lessor will provide all required technical documents in its possession relating to the Aircraft to enable the Aircraft to be registered and operated in the United States and any other such documents that are in Lessor's possession. \n\n\n\n f. Be stripped and painted in Lessee's livery including wings and horizontal stabilizers at Lessor's cost.\n\n\n\n g. Adhere strictly to the corrosion prevention and treatment cards (\"CPCP\") as prescribed in the Maintenance Program. Such CPCP tasks shall be cleared to the next \"C\" or \"4C\" or \"8C\" check, whichever is next due following delivery of the Aircraft to the Lessee. Lessor and Lessee shall further agree the CPCP tasks which shall be accomplished at the integration check at delivery to Lessee.\n\n\n\n h. Neither the Aircraft nor any Engine shall have open, deferred or placarded log book items.\n\n\n\n i. All structural inspection items shall be cleared to the next \"C\" or \"4C\" or \"8C\" check, whichever is next due following delivery of the Aircraft to Lessee.\n\n\n\n j. Lessor shall use reasonable commercial efforts to provide Lessee with adequate information to transition the Aircraft to Lessee's maintenance program.", "source": "agreement_30.md" }, { "id": "1420", "text": "j. Lessor shall use reasonable commercial efforts to provide Lessee with adequate information to transition the Aircraft to Lessee's maintenance program.\n\n\n\n2) ENGINES AND APU:\n\n\n\n a. The Pratt & Whitney JT8D-200 Engines and APUshall have just completed a video borescope inspection, at Lessor's cost, in the presence of the Lessee of all accessible sections and also a maximum power assurance run in accordance with the Manufacturer's maintenance manual. The JT8D-200 Engines shall be delivered with a minimum of 3,000 hours and 2,000 cycles remaining to the first limited part.\n\n\n\n b. The JT8D-200 Engine shall have just completed a visual inspection of the Engine filters and magnetic chip detectors.\n\n\n\n c. No Engine shall be on \"Watch\" and each such Engine shall comply with the operations specification of Lessee without waiver or exceptions.\n\n\n\n\n\n \n\n\n3) FUSELAGE, WINDOWS AND DOORS:\n\n\n\n\n\n\n a. Fuselage shall be free of major dents and abrasions, time limited patches and loose or pulled or missing rivets. All sheet metal and structural repairs shall be in compliance with the applicable manufacturer's structural repair manual or alternatively as approved and documented by the FAA. Repair and dent mapping shall be accomplished at the integration check prior to delivery to Lessee;\n\n\n\n b. Doors shall be free moving, correctly rigged and be fitted with serviceable seals.\n\n\n\n4) WINGS AND EMPENNAGE AND ENGINE NACELLES:\n\n\n\n a. All leading edges and control surfaces shall be free from damage which exceeds the applicable Manufacturer's structural repair manual and applicable aircraft maintenance manual or Manufacturer's approved data and will not have any time limited repairs;\n\n\n\n b. All Engine nacelles shall be free of damage which exceeds the applicable Manufacturer maintenance manual limits;\n\n\n\n c. Wings shall be free of fuel leaks.", "source": "agreement_30.md" }, { "id": "1421", "text": "c. Wings shall be free of fuel leaks.\n\n\n\n d. The wings shall be equipped with a \"clear ice\" detection system and deactivation of the heater blanket prevention and detection system, as required. Such detection system shall consist of the painted black and white bands.\n\n\n\n\n\n3. \n\n7. 5) COCKPIT:\n\n\n a. All decals shall be clean, secure and legible.\n\n\n\n b. All fairing panels shall be free of stains and cracks, and shall be clean, secure and repainted as necessary.\n\n\n\n c. Floor coverings shall be clean and effectively sealed.\n\n\n\n d. Cockpit seat covers shall be fully serviceable, in good condition, and clean, and shall conform to applicable fire resistance regulations.\n\n\n\n e. Each Aircraft shall be equipped with ACARS with a printer.\n\n\n\n6) CARGO COMPARTMENTS:\n\n\n\n37. a. All panels shall be in good condition, normal wear and tear excepted.\n\n\n\n\n\n\n b. All nets shall be in good condition.\n\n\n\n\n\n\n8. LANDING GEAR AND WHEEL WELLS:\n\n\n a. The landing gear shall have not less than twenty-four (24) months remaining until the next removal.\n\n\n\n b. Shall be clean, free of leaks and repaired as necessary.\n\n\n\n . Wheels and brakes will be in serviceable condition and the brakes shall have at least 50% of service life remaining as indicated by wear pins or such lesser amount if acceptable to Lessee.\n\n\n\n26. AIRCRAFT CONDITION AND CONFIGURATION:\n\n\n\n\n\n\n a. Delivered zero (0) time from a \"C\" Check under the Lessee's approved maintenance program.\n\n\n\n b. All time-controlled components on the Aircraft will have sufficient time remaining to clear each component until the next scheduled \"C\" Check per Lessee's maintenance program.", "source": "agreement_30.md" }, { "id": "1422", "text": "3. c. Lessor and Lessee shall agree to the interior configuration [LOPA] and such other bridging work as shall be shown on an attachment to the delivery receipt.\n\n\n\n9) AIIRCRAFT RECORDS AND PUBLICATIONS:\n\n\n\n\n\n\n a. Lessor shall provide all records pertaining time controlled and life limited parts as required by FAR 121.380, as well as Airframe and Engine records. In addition, Lessor shall provide all up to date flight manuals, weight and balance and maintenance manuals and other Lessee required manuals which shall be mutually agreed between Lessor and Lessee.\n\n\n\n b. Lessor shall be responsible for applicable manual revisions, or supplements required for modifications accomplished by the previous operator and any integration work.\n\n\n\n\n\n\n10) TEST FLIGHT:\n\n\n\n\n\n\n a. The Aircraft shall undergo an operational test flight, not to exceed two (2) hours which flight shall be conducted by using test flight procedures mutually agreed to by Lessor and Lessee. Lessee shall insure the Aircraft for the purposes of such test flight. Any discrepancies found during the test flight shall be corrected by Lessor at Lessor's expense.\n\n\n\n b. After any correction required to comply with the aforementioned conditions, Lessee may require Lessor to either (i) conduct an operational ground check on the Aircraft in accordance with the Manufacturer's maintenance manual or (ii) perform another demonstration test flight if required to verify the satisfactory operation of the systems that are normally flight checked after such correction. Lessor shall clear all discrepancies resulting from these ground and flight checks.\n\n\n\n \n\n\n \n\n\n \n\n\n**EXHIBIT F****RETURN CONDITION REQUIREMENTS**\n \n\n\n In addition to the return requirements set forth in the Lease, before the Expiration Date with respect to the Aircraft, Lessee, at its own expense, shall return the Aircraft in compliance with all of the following provisions:", "source": "agreement_30.md" }, { "id": "1423", "text": "2. GENERAL CONDITION:\n\n \n\n\n a) Be clean by commercial airline standards, fit for flight with all systems operational and functioning in accordance with its intended use and within applicable maintenance manual limits;\n\n\n\n b) Have installed the full complement of Engines and other equipment, Parts and accessories and loose equipment as is normally installed in such Aircraft and shall be in a condition suitable for operation in commercial service;\n\n\n\n c) Have in existence a valid and existing Certificate of Airworthiness with respect to the Aircraft issued by the FAA;\n\n\n\n d) Comply with the Manufacturer's original type certificate, and any revisions up to the date of redelivery. Lessee will also provide any appropriate maintenance releases from any certified maintenance facilities;\n\n\n\n e) Comply with all Airworthiness Directives (\"AD's\") and FAR's issued by the FAA affecting such model aircraft which by their terms require compliance on or before the next scheduled \"C\" check (under the Lessee's maintenance program) following the Expiration Date, without waiver, exemption or extension (proof of which shall be provided by Lessee on or after the Expiration Date), and shall have a current Certificate of Airworthiness and eligible for registration with the FAA.\n\n\n\n f) Have installed all applicable no-charge vendor's or manufacturer's service bulletin kits issued prior to the Expiration Date that are applicable to the Aircraft, and to the extent not installed, such kits shall be furnished free of charge to Lessor at redelivery;\n\n\n\n g) Have the Lessee's logos and markings removed, and properly prepared and painted all white or in a livery advised by Lessor which livery shall be at a cost not greater than Lessee's livery, and shall be at Lessee's cost.", "source": "agreement_30.md" }, { "id": "1424", "text": "h) Adhere strictly to the corrosion prevention and treatment cards (\"CPCP\") as prescribed in the Maintenance Program. Such CPCP tasks shall be cleared to the next \"C\" or \"4C\" or \"8C\" check, whichever is next due following redelivery of the Aircraft to the Lessor. Lessor and Lessee shall further agree the CPCP tasks which shall be accomplished at the redelivery \"C\" check at redelivery to Lessor.\n\n\n\n i) All structural inspection items shall be cleared to the next \"C\" or \"4C\" or \"8C\" check, whichever is next due following redelivery of the Aircraft to Lessor.\n\n\n\n j) Lessee shall provide Lessor with a copy of Lessee's maintenance program and adequate information to transition the Aircraft to the next operators maintenance program.\n\n\n\n k) Will provide all applicable Supplemental Type Certificates (\"STC's\") and incorporating documentation (Engineering Authorizations or Engineering Orders) for all major modifications; Provided to Lessee at Delivery or accomplished by Lessee during the term of this agreement.\n\n\n l) The Aircraft shall have been maintained in accordance with the Lease and with the same care and consideration for technical conditions of the Aircraft as if it were to have been kept in continued regular service by Lessee, and as Lessee normally accomplishes on its other aircraft;\n\n\n\n m) The Aircraft shall be in as good operating condition as when delivered to Lessee, less normal wear and tear;\n\n\n\n58. ENGINES and APU:\n\n\n a) All accessible sections of the Engines and APU shall be video-borescoped by Lessor, or a representative of Lessor, in the presence of Lessee at Lessee's cost immediately prior to the redelivery of the Aircraft. Lessee shall correct all discrepancies that exceed the applicable Manufacturer's Maintenance Manual limits at Lessee's sole cost and expense.", "source": "agreement_30.md" }, { "id": "1425", "text": "b) Each Engine shall have completed a maximum power assurance run in accordance with the engine manufacturer's maintenance manual and any discrepancy noted that exceed the applicable Manufacturer's Maintenance Manual limits shall be corrected by Lessee. In addition, each Engine will operate within the green band with respect to the Engine EGT.\n\n\n\n c) No Engine shall be on \"Watch\" for any adverse trends that indicate deterioration in the performance of the Engine or as concluded from the review of engine condition monitoring records during the last three (3) months of the Term.\n\n\n\n d) An inspection of the Engine's filters and magnetic chip detectors shall also be accomplished by Lessor to determine any adverse indications.\n\n\n\n80. FUSELAGE, WINDOWS AND DOORS:\n\n\n a) Fuselage shall be free of major dents and abrasions, time limited patches and loose or pulled or missing rivets. All sheet metal and structural repairs shall be in compliance with the applicable manufacturer's structural repair manual or alternatively as approved and documented by the FAA and unless existing and documented on the Commencement Date, shall be permanent in nature. Repair and dent mapping shall be accomplished at the redelivery \"C\" check prior to redelivery to Lessor;\n\n\n\n b) Doors shall be free moving, correctly rigged and be fitted with serviceable seals.\n\n\n\n94. WINGS AND EMPENNAGE AND ENGINE NACELLES:\n\n\n a) All leading edges and control surfaces shall be free from delamination and corrosion which exceeds the Manufacturer's structural repair manual or Manufacturer's approved data, or FAA approved data.\n\n\n\n b) Alll Engine nacelles shall be free of damage which exceeds the applicable Manufacturer maintenance manual limits;\n\n\n\n c) Wings shall be free of fuel leaks.\n\n\n\n112. COCKPIT:\n\n\n\n\n\n\n a) All decals shall be clean, secure and legible.", "source": "agreement_30.md" }, { "id": "1426", "text": "112. COCKPIT:\n\n\n\n\n\n\n a) All decals shall be clean, secure and legible.\n\n\n\n b) All fairing panels shall be free of stains and cracks, and shall be clean, secure and repainted as necessary.\n\n\n\n c) Floor coverings shall be clean and effectively sealed.\n\n\n\n d) Cockpit seat covers shall be fully serviceable, in good condition, and clean, and shall conform to applicable fire resistance regulations.\n\n\n\n e) Each Aircraft shall be equipped with ACARS with a printer.\n\n\n\n6) CARGO COMPARTMENTS:\n\n\n\n a) All panels shall be in good condition, normal wear and tear excepted, and be free of any temporary repairs.\n\n\n\n b) All nets shall be in good condition.\n\n\n\n\n\n\n8. LANDING GEAR AND WHEEL WELLS:\n\n\n a) Shall be clean, free of leaks and repaired as necessary.\n\n\n\n b) Wheels and brakes will be in serviceable condition and the brakes shall have at least 50% of service life remaining or equivalent to what was delivered to Lessee, as indicated by the wear pins.\n\n\n\n22. AIRCRAFT CONDITION AND FINANCIAL ADJUSTMENTS:\n\n\n a) The Aircraft shall have zero (o) hours since the last \"C\" check.", "source": "agreement_30.md" }, { "id": "1427", "text": "a) The Aircraft shall have zero (o) hours since the last \"C\" check. \n\n\n\n b) Each and every life-limited and hard-time component (other than the auxiliary power unit and the landing gear) on the Aircraft will be returned with the same hours and cycles remaining as at delivery and have sufficient time remaining to clear each component until the next scheduled \"C\" Check per Lessee's maintenance program, provided that, Lessor and Lessee will calculate a dollar adjustment to be mutually agreed upon for more or less time remaining for each component than was the status at delivery except in the event the component does not have sufficient time remaining until the next \"C\" Check, in which case Lessee shall replace such part.\n\n\n\n c) The Aircraft shall have at least the same number of hours and cycles or days (whichever shall be most limiting) remaining until the next scheduled \"4C\" or \"8C\" check (whichever is next due) as was the case on the Commencement Date. Lessee may return the Aircraft with less time remaining than on the Commencement Date, provided that the following two (2) conditions are satisfied:\n\n\n\n i. The Aircraft has no less than twelve (12) months (or the equivalent number of cycles or hours based on Lessee's annual utilization rate) remaining until the next \"4C\" or \"8C\" check (whichever is next due) ; and", "source": "agreement_30.md" }, { "id": "1428", "text": "ii. Lessee compensates Lessor for the difference between the hours remaining until the next scheduled \"4C\" or \"8C\" check at the Expiration Date, and the time remaining until the next scheduled \"4C\" or \"8C\" check at the Commencement Date. The total amount of compensation shall be 1.25 times the \"4C\" or \"8C\" check Maintenance Reserve rate multiplied by the net difference in hours. Lessee will be permitted to draw upon funds in the applicable Maintenance Reserve account to compensate Lessor.\n\n\n\n d) Each of the Engines life limited parts shall have the same number of hours and cycles remaining until replacement as it had on the Commencement Date. Lessee may return the Aircraft with less time remaining on each of the Engine's life limited Parts than such Part had on the Commencement Date, provided that the following two (2) conditions are both satisfied:\n\n\n\n i. Each of the Pratt & Whitney JT8D-200 Engine's life limited parts shall have at least 3,000 hours and 2,000 cycles remaining until replacement;", "source": "agreement_30.md" }, { "id": "1429", "text": "ii. Lessor and Lessee shall thereafter make a cash adjustment in respect of each life limited part as follows. The difference between the number of hours and cycles remaining on each disk on the Commencement Date and Expiration Date shall be calculated (the \"Disk Differential\"), and multiplied by an amount equal to the then prevailing hour/cycle value (which values shall be the Pratt & Whitney published disk costs divided by the number of allowable hours/cycles for such disk) (the \"Disk Differential Cost\"). The Disk Differential Cost shall be calculated and totaled for each Engine's life limited part (the \"Disk Differential Total\"). If the Disk Differential Total is negative, then Lessee shall pay Lessor the Disk Differential Total. Lessee will be permitted in draw upon funds in the applicable Maintenance Reserve account to compensate Lessor. If the Disk Differential Total is positive, then Lessor shall pay Lessee the Disk Differential Total provided that the Disk Differential Total does not exceed $100,000. \n\n\n\n e) Lessee and Lessor acknowledge that Lessor shall share the cost of the first Engine Shop Visit of each Engine which occurs after the Lease Commencement Date. Lessor's cost shall be paid following such Engine Shop Visit and is defined as the Engine Top-Off in this Lease. Upon return of each Engine, Lessee shall compensate Lessor for any hours consumed by Lessee since the last Engine Shop Visit occurring prior to the Redelivery Date, based on the Engine performance restoration portion of the Maintenance Reserve rate, which is $90/hour. Lessee will be permitted to draw upon funds in the applicable Maintenance Reserve account to compensate Lessor.", "source": "agreement_30.md" }, { "id": "1430", "text": "f) Each landing gear shall have the same number of hours and cycles and days remaining until the next scheduled overhaul as it had on the Commencement Date. Lessee may return each landing gear with less time remaining to the next scheduled overhaul than on the Commencement Date provided that Lessee compensate Lessor for the difference between the time remaining until the next scheduled overhaul at the Expiration Date, and the time remaining until the next scheduled overhaul at the Commencement Date. Each landing gear shall have no more time since last overhaul than the time that has elapsed on the Aircraft since the Commencement Date. The formula for calculating such compensation shall be the industry average cost to overhaul such landing gear, divided by the overhaul interval and then multiplied by the numbers of hours which is less than was delivered to Lessee. Lessee will be permitted in draw upon funds in the applicable Maintenance Reserve account to compensate Lessor. If Lessee returns such Landing Gear with more time remaining until the next due overhaul than was the case at delivery to Lessee, then Lessor shall compensate Lessee per the above described calculation.\n\n\n\n68. AIRCRAFT RECORDS AND PUBLICATIONS:\n\n\n a) Maintenance and operational records and documents with respect to the Aircraft will be delivered, amended up to date, in conformity with all the requirements of the FAA.\n\n\n\n b) Lessee shall provide all records pertaining to the life of all history of all time controlled and life limited parts as required by the FAA, as well as Airframe and Engine records. In addition, Lessee shall provide all up to date flight manuals, weight and balance and maintenance manuals and all other manuals delivered to Lessee. The Aircraft shall have a then current weight and balance report in the Lessee delivered configuration. Such report shall be acceptable as required by FAR 121.380.", "source": "agreement_30.md" }, { "id": "1431", "text": "c) Lessee agrees to provide Lessor with a copy of Lessee's Maintenance Program for the purpose of assisting Lessor's subsequent user of the Aircraft.\n\n\n\n d) Lessee shall use all reasonable efforts to provide Lessor with all other records that are in Lessee's possession or in Lessee's maintenance provider's possession.\n\n\n\n e) Lessee shall be responsible for applicable manual revisions required for any modifications or alterations accomplished by Lessee during the Lease term.\n\n\n\n94. TEST FLIGHT:\n\n\n\n\n\n\n a) Immediately prior to the return of the Aircraft, Lessee will carry out for Lessor or representatives of the Lessor's a demonstration flight of the Aircraft in accordance with Lessee's test flight procedures for not more than two (2) hours. After the test flight, the Aircraft shall be cleared of all log book items noted during the test flight and no deferred items will be allowed at time of return.\n\n\n\n b) After any correction required to comply with the aforementioned conditions, Lessor may require Lessee to either (i) conduct an operational ground check on the Aircraft in accordance with the Manufacturer's maintenance manual or (ii) perform another demonstration test flight if required to verify the satisfactory operation of the systems that are normally flight checked after such correction. Lessee shall clear all discrepancies resulting from these ground and flight checks.\n\n\n\n \n\n\n \n\n\n\n**EXHIBIT G**\n\n**Maintenance recording requirements**\n2. Lessee shall maintain all Aircraft Documents in accordance with Applicable Law and FAA requirements, including but not limited to the requirements under FAR Part 121.369, and Lessee shall in all events keep the following records for the period specified in paragraph (b) of this section, all to be returned to the Lessor on the Expiration Date.", "source": "agreement_30.md" }, { "id": "1432", "text": "2. All the records necessary to show that all requirements for the issuance of an airworthiness release under Sec. 121.709 of the FAR's have been met.\n\n\n8. Records containing the following information:\n\n2. The total time in service of the Airframe.\n\n\n8. The current status of life-limited parts of the Airframe, engine, rotor, and appliance.\n\n\n14. The time since last overhaul of all items installed on the Aircraft which are required to be overhauled on a specified time basis.\n\n\n20. The identification of the current inspection status of the Aircraft, including the times since the last inspections required by the inspection program under which the Aircraft and its appliances are maintained.\n\n\n26. The current status of applicable airworthiness directives, including the method of compliance.\n\n\n32. A list of current major alterations to the Airframe, each Engine, rotor, and appliance.\n\n\n5. Lessee shall retain the records required to be kept by this section for the following periods:\n\n\n16. Except for the records of the last complete overhaul of the Airframe, each Engine, and appliance, the records specified in paragraph (a)(1) of this section shall be retained until the work is repeated or superseded by other work or for 1 year after the work is performed.\n\n\n22. The records of the last complete overhaul of the Airframe, each Engine, and appliance shall be retained until the work is superseded by work of equivalent scope and detail.\n\n27. The records specified in paragraph (a)(2) of this section shall be retained and transferred with the Aircraft at the time the Aircraft is returned to Lessor.\n\n2. Lessee shall make all maintenance records required to be kept by this section available for inspection by the Administrator or any authorized representative of the National Transportation Safety Board (NTSB) in accordance with the Federal Aviation Act.", "source": "agreement_30.md" }, { "id": "1433", "text": "EX-10.12\n13\ny12303a1exv10w12.txt\nEX-10.12: LETTER AGREEMENT NO. 1 TO THE AIRCRAFT LEASE AGREEMENT\n\n\n CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED\n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n TO A REQUEST FOR CONFIDENTIAL TREATMENT\n\n Exhibit 10.12\n\n EXECUTION COPY\n\n As of November 18, 1998\n\nCOMPANIA PANAMENA DE AVIACION, S.A.\nAvenida Justo Arosema 7 Calle 39\nAptdo. 1572\nPanama 1\nREPUBLIC OF PANAMA\n\n Re: Letter Agreement No. 1 to Aircraft Lease Agreement dated as of\n November 18, 1998 between Aviation Financial Services Inc., Lessor,\n and Compania Panamena de Aviacion, S.A., Lessee - 1. Certain\n Conditions to Leasing\n\nGentlemen:\n\n Reference is made to that certain Aircraft Lease Agreement dated as of\nNovember 18, 1998 (the \"Lease\") between Aviation Financial Services Inc., as\nlessor (\"Lessor\"), and Compania Panamena de Aviacion, S.A., as lessee\n(\"Lessee\"), for the lease of one new Boeing Model 737-700 commercial aircraft\nbearing manufacturer's serial number 30049 (the \"Aircraft\"). Terms not otherwise\ndefined herein shall have the meanings assigned to them in the Lease.", "source": "agreement_31.md" }, { "id": "1434", "text": "Each Party hereby agrees that such Party shall preserve the\nconfidentiality of, and shall not disclose, the information set forth in this\nLetter Agreement No. 1 to any other Person without obtaining the prior written\nconsent of the other Party; provided, however such Person may disclose such\ninformation (i) to its attorneys and auditors and (ii) to the extent required by\napplicable law; provided, further that Lessor shall not be required to seek such\nconsent of Lessee following the occurrence and during the continuance of an\nEvent of Default. In that connection and in order to preserve the\nconfidentiality of certain business terms of the Lease, Lessor and Lessee have\nagreed that two special conditions to leasing should be enumerated in this\nletter rather than in the body of the Lease. Those conditions relate to the\nAircraft Specification and to amendment of the existing leases of three Boeing\n737-200 Aircraft presently leased to Lessee by Lessor's Affiliate Polaris\nHolding Company, as follows:\n\n\n\n 1. Aircraft Specification and Interior Configuration.", "source": "agreement_31.md" }, { "id": "1435", "text": "1. Aircraft Specification and Interior Configuration.\n\n Lessor has agreed that the Aircraft will be delivered to Lessee\nmeeting the Aircraft Specification and Interior Configuration applicable to new\nBoeing 737-700 Aircraft being delivered to Continental. Meeting such conditions\nwill require special amendment to the Purchase Agreement including Aircraft\nSpecification D6-38808-34, Revision A - July 16, 1998, which would otherwise be\napplicable thereto and other modifications after delivery of the Aircraft\n(collectively, the \"Modifications\"). Lessor will absorb up to \\*\\*Material\nRedacted\\*\\* of the cost per Aircraft to accomplish such Modifications. Lessor and\nLessee have agreed that for any Modifications costs over \\*\\*Material Redacted\\*\\*,\nLessor will fund the Modifications up to a total of \\*\\*Material Redacted\\*\\* per\nAircraft, but with a corresponding increase in the monthly Basic Rent by an\namount equal to \\*\\*Material Redacted\\*\\* of the amount by which such Modifications\ncosts per Aircraft actually incurred by Lessor exceed \\*\\*Material Redacted\\*\\*.\nLessee agrees to fund any excess Modification cost which exceeds \\*\\*Material\nRedacted\\*\\* without recourse to or reimbursement from Lessor or any lien upon or\nownership claim in the Aircraft.", "source": "agreement_31.md" }, { "id": "1436", "text": "Lessor and Lessee agree to have their technical experts meet with\nthose of Continental and the Aircraft Manufacturer during the next 60 days in a\ngood faith effort to establish the most appropriate methodology for achieving\nthe Modifications. In order to implement those Modifications, it will be\nnecessary for Lessor to obtain certain BFE parts and components particular to\nand furnished by Continental's BFE vendors. Accordingly, to the extent so\nrequired, Lessee undertakes to make available for purchase by Owner or Lessor,\nthe BFE parts and components required for the Modifications contemplated herein\nand to cause the vendors of such BFE parts to furnish any necessary technical\ndata or information and appropriate warranties. The Modifications will also\nrequire incorporation (by supplements to the Purchase Agreement referenced\nabove) of a detailed aircraft technical specification similar to that utilized\nby Boeing for the construction of B737-700 aircraft for Continental. Lessee will\nbe responsible for obtaining the technical information required to accomplish\nthe Modifications.\n\n 2. Amendments to Existing Leases for Boeing 737-200 Aircraft.", "source": "agreement_31.md" }, { "id": "1437", "text": "2. Amendments to Existing Leases for Boeing 737-200 Aircraft.\n\n Lessee has agreed to lease the Aircraft pursuant to the Lease and to\nlease a companion new Boeing 737-700 Aircraft for delivery in October, 1999 (the\ntwo 737-700 Aircraft being hereinafter referred to as the \"737-700 Aircraft\") on\ncondition that the leases for three Boeing 737-200 Aircraft bearing Serial\nNumbers 21359, 21612 and 21677 (the \"737-200 Aircraft\") be amended to provide\nfor reductions in the amount of monthly rentals commencing as of September 1,\n1998 and for the addition of certain lease renewal options, all as more detailed\nin that certain Letter of Intent No. 98323-03, dated September 8, 1998. Lessor\nand Lessee have agreed that the rental reductions to be implemented as of\nSeptember 1, 1998 during the existing lease terms of the 737-200 Aircraft (but\nnot during the optional renewal terms) will not be accomplished by way of an\namendment to the amount of Basic Rent specified in the 737-200 Aircraft leases\nbut will be effected by way of a credit in the amount of \\*\\*Material Redacted\\*\\*\nper month per aircraft to be applied as Basic Rent becomes due. Lessor confirms\nthat the lessor and headlessor of the leases for 737-200 Aircraft are in\nagreement with the substance of such amendments and will cause GECAS to produce\nand negotiate in good faith appropriate documentation to implement such\namendments as soon as reasonably possible after execution by Lessee of the Lease\nfor the Aircraft and the lease for the companion Boeing 737-700 Aircraft.", "source": "agreement_31.md" }, { "id": "1438", "text": "Lessor and Lessee have also agreed that in the event that Lessee does\nnot take delivery of either of the 737-700 aircraft after proper tender of\ndelivery by Lessor, Lessee shall immediately reimburse Lessor the full amount of\nany and all rental credits applied to Lessee's Basic Rent obligations for the\n737-200 Aircraft, as described in the paragraph above, and Lessor shall be\nentitled to treat a failure by Lessee to make such reimbursement as an Event of\nDefault under the Lease.\n\n 3. Delivery Delays.\n\n In the event of an Excusable Delay in the delivery of the Aircraft\npast the Estimated Delivery Date, Lessor will, notwithstanding any provision of\nthe Lease to the contrary, pay Lessee \\*\\*Material Redacted\\*\\* for each day that\nthe Aircraft is so delayed commencing with (a) the 60th day in the case of an\nExcusable Delay attributable to Lessor or (b) the 90th day in the case of an\nExcusable Delay on the part of the Manufacturer, to and including the day\npreceding the sixth (6th) monthly anniversary of the Estimated Delivery Date.", "source": "agreement_31.md" }, { "id": "1439", "text": "EX-10.20\n5\nw83442a2exv10w20.htm\nEX-10.20\n\nexv10w20\n\n\n**Exhibit 10.20**\n\nNON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT\n\nDated as of June 30, 2007 \n\nbetween \n\nOrange Crimson Aviation, LLC \n\nas Lessor, \n\nand \n\nTC Group, L.L.C. \n\nas Lessee,\n\nconcerning one 2006 Gulfstream 200 aircraft bearing \n\nU.S. registration number N204DD \n\nand \n\nmanufacturer’s serial number 139\n\n\\*     \\*     \\*\n\n**INSTRUCTIONS FOR COMPLIANCE WITH \n\n“TRUTH IN LEASING” REQUIREMENTS UNDER FAR PART 91.23**\n\n***Within 24 hours after execution of this Aircraft Lease Agreement:*** \n\nmail a copy of the executed document, without Schedule A, to the \n\nfollowing address via certified mail, return receipt requested:\n\nFederal Aviation Administration \n\nAircraft Registration Branch \n\nATTN: Technical Section \n\nP.O. Box 25724 \n\nOklahoma City, Oklahoma 73125\n\n***At least 48 hours prior to the first flight to be conducted under this Agreement:*** \n\nprovide notice of the departure airport and proposed time of departure \n\nof said first flight, by telephone or facsimile, to the Flight Standards \n\nDistrict Office located nearest the departure airport.\n\n***Carry a copy of this Aircraft Lease Agreement in the aircraft at all times.***\n\n\\*     \\*     \\*\n\n**Schedule A contains only economic rental data and is \n\nintentionally omitted for FAA submission purposes.**\n\n \n\n\n\n\n\n\n---", "source": "agreement_32.md" }, { "id": "1440", "text": "This **NON EXCLUSIVE AIRCRAFT LEASE AGREEMENT** (the “Agreement”) is entered into as of June 30,\n2007 and effective November 1, 2006, (the “Effective Date”), by and between **Orange Crimson\nAviation, LLC** (“Lessor”), and **TC Group, L.L.C.**, (“Lessee”).\n\nWITNESSETH:\n\n          **WHEREAS**, Lessor is, as of the Effective Date of this Agreement, the registered owner of the\nAircraft described and referred to herein;\n\n          **WHEREAS**, Lessee desires to lease from the Lessor, and Lessor desires to lease to Lessee, the\nAircraft, upon and subject to the terms and conditions of this Agreement; and\n\n          **WHEREAS**, during the term of this Agreement, the Aircraft may be subject to concurrent leases\nto other lessees.\n\n          **NOW, THEREFORE**, in consideration of the mutual promises herein contained and other good and\nvalid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties\nagree as follows:\n\n**SECTION 1.** **DEFINITIONS**", "source": "agreement_32.md" }, { "id": "1441", "text": "| | | |\n| --- | --- | --- |\n| 1.1 | | The following terms shall have the following meanings for all purposes of this Agreement: |\n| |\n| | | “**Aircraft**” means the Airframe and the Engines. Such Engines shall be deemed part of the\n“Aircraft” whether or not from time to time attached to the Airframe or on the ground. |\n| |\n| | | “**Airframe**” means that certain Gulfstream 200 aircraft bearing U.S. registration number\nN204DD, and manufacturer’s serial number 139, together with any and all Parts (including,\nbut not limited to, landing gear and auxiliary power units but excluding Engines or engines)\nso long as such Parts shall be either incorporated or installed in or attached to the\nAirframe. |\n| |\n| | | “**Applicable Law**” means, without limitation, all applicable laws, treaties, international\nagreements, decisions and orders of any court, arbitration or governmental agency or\nauthority and rules, regulations, orders, directives, licenses and permits of any\ngovernmental body, instrumentality, agency or authority, including, without limitation, the\nFARs and Title 49, Subtitle VII of the United States Code. |\n| |\n| | | “**Business Day**” means any day of the year in which banks are not authorized or required to\nclose in the location of Lessor’s address for notification. |\n| |\n| | | “**Engines**” means two (2) Pratt and Whitney engines, serial numbers PCE-CCO286 and PCE-CCO287\ntogether with any and all Parts so long as the same shall be either incorporated or", "source": "agreement_32.md" }, { "id": "1442", "text": "together with any and all Parts so long as the same shall be either incorporated or\ninstalled in or attached to such Engine. An Engine shall remain leased hereunder whether or\nnot from time to time attached to the Airframe or on the ground. |", "source": "agreement_32.md" }, { "id": "1443", "text": "-2-", "source": "agreement_32.md" }, { "id": "1444", "text": "| | | |\n| --- | --- | --- |\n| | | “**FAA**” means the Federal Aviation Administration of the United States Department of\nTransportation or any successor agency. |\n| |\n| | | “**FARs**” means collectively the Aeronautics Regulations of the Federal Aviation Administration\nand the Department of Transportation, as codified at Title 14, Parts 1 to 399 of the United\nStates Code of Federal Regulations. |\n| |\n| | | “**Flight Crew**” has the meaning specified in Section 5.3 of this Agreement. |\n| |\n| | | “**Flight Hour**” means each flight hour of use of the Aircraft by Lessee, as recorded on the\nAircraft hour meter and measured from the time the Aircraft wheel blocks are removed at the\nbeginning of a flight, to the time the Aircraft wheel blocks are replaced after the Aircraft\nlands at the end of a flight in one-tenth (1/10th) of an hour increments. Flight hours also\ninclude any flight hours consumed in repositioning the Aircraft to facilitate Lessee’s\nscheduled itineraries. |\n| |\n| | | “**Itinerary**” means a scheduled trip or trips. |\n| |\n| | | “**Lien**” means any mortgage, security interest, lease or other charge or encumbrance or claim\nor right of others, including, without limitation, rights of others under any airframe or\nengine interchange or pooling agreement. |\n| |\n| | | “**Operating Base**” means Dulles International Airport, Virginia. |\n| |", "source": "agreement_32.md" }, { "id": "1445", "text": "| |\n| | | “**Operating Base**” means Dulles International Airport, Virginia. |\n| |\n| | | “**Operational Control**” has the same meaning given the term in Section 1.1 of the FARs. |\n| |\n| | | “**Parts**” means all appliances, components, parts, instruments, appurtenances, accessories,\nfurnishings or other equipment of whatever nature (other than complete Engines or engines)\nwhich may from time to time be incorporated or installed in or attached to the Airframe or\nany Engine and includes replacement parts. |\n| |\n| | | “**Pilot in Command**” has the same meaning given the term in Section 1.1 of the FARs. “Rent\nPayment Date” means the last Business Day of each calendar month. |\n| |\n| | | “**Schedule Keeper**” means the person designated by Lessor to coordinate the scheduling of the\nAircraft. |\n| |\n| | | “**Taxes**” means all sales taxes, use taxes, retailer taxes, duties, fees, excise taxes\n(including, without limitation, federal transportation excise taxes), or other taxes of any\nkind which may be assessed or levied by any Taxing Jurisdiction as a result of the lease of\nthe Aircraft to Lessee, or the use of the Aircraft by Lessee. |\n| |\n| | | “**Taxing Jurisdictions**” means any federal, state, county, local, airport, district, foreign,\nor other governmental authority that imposes Taxes. |\n| |\n| | | “**Term**” means the term of this Agreement set forth in Section 3.1. |", "source": "agreement_32.md" }, { "id": "1446", "text": "-3-", "source": "agreement_32.md" }, { "id": "1447", "text": "**SECTION 2.** **LEASE AND DELIVERY OF THE AIRCRAFT**", "source": "agreement_32.md" }, { "id": "1448", "text": "| | | |\n| --- | --- | --- |\n| 2.1 | | **Lease**. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the\nAircraft, on the terms and conditions of this Agreement. |\n| |\n| 2.2 | | **Delivery**. The Aircraft shall be delivered to the Lessee at the Operating Base prior to each\nuse of the Aircraft by Lessee and in **“AS IS”,**“**WHERE AS**” **condition subject to each and every\ndisclaimer of warranty and requirements as set forth in Section 4 hereof**. Upon each such\ndelivery, the United States standard airworthiness certificate issued for the Aircraft shall\nbe present on board the Aircraft, and said standard airworthiness certificate shall be\neffective in accordance with FAR 21.181(a)(1). Lessor shall not be liable for delay or failure\nto furnish the Aircraft pursuant to this Agreement when such failure is caused by government\nregulation or authority, mechanical difficulty, war, terrorism, civil commotion, strikes or\nlabor disputes, weather conditions, or acts of God. |\n| |\n| 2.3 | | **Non-Exclusivity**. Lessee and Lessor acknowledge that the Aircraft is leased to Lessee on a\nnon-exclusive basis, and that the Aircraft shall, at other times, be operated by Lessor and\nmay be otherwise subject to lease to others during the Term at Lessor’s sole discretion.\nDuring any period during which the Lessor or any other person or entity is utilizing the\nAircraft, Lessee’s leasehold rights to possession of the Aircraft under this Agreement shall\ntemporarily abate, but all other provisions of this Agreement shall nevertheless continue in\nfull force and effect. |", "source": "agreement_32.md" }, { "id": "1449", "text": "**SECTION 3.** **TERM, SCHEDULING, AND RENT**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 3.1 | | **Term**. The Term shall commence on the Effective Date, and be effective for a period of one\n(1) year. At the end of the first one (1) year period or any subsequent one (1) year period,\nthe Term shall automatically be renewed for an additional one (1) year period, unless\nterminated by either party. Either party may terminate this Agreement with or without cause\nupon forty-eight (48) hours notice to the other party; provided, however, that Lessee shall be\npermitted to complete any scheduled use of the Aircraft which has commenced. |\n| |\n| 3.2 | | **Scheduling**. Lessee’s use of the Aircraft during the Term of this Agreement is non exclusive.\nThe parties agree as follows: |", "source": "agreement_32.md" }, { "id": "1450", "text": "| | | | |\n| --- | --- | --- | --- |\n| | (a) | | Use by Lessor and Other Lessees. Lessor and Lessee agree that Lessor\nmay lease the Aircraft to one or more other lessees during the Term on a non-exclusive\nbasis, that Lessor has the absolute right to determine the availability of the Aircraft\nfor Lessee and that Lessor’s use of the Aircraft shall have priority over the\navailability of the Aircraft for lease to Lessee or any other party. Lessor agrees that\nat such times as the Aircraft is not undergoing maintenance or being used by Lessor,\nLessee and all other lessees of the Aircraft shall have equal rights to use of the\nAircraft and that all use of the Aircraft shall be scheduled on a “first come, first\nserved” basis; provided, however, that Lessee and all other lessees shall |\n\n\n\n-4-", "source": "agreement_32.md" }, { "id": "1451", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | | cooperate in good faith on all scheduling matters and shall use their respective\nbest efforts to avoid scheduling conflicts involving the Aircraft. |\n| |\n| | (b) | | Designation of Schedule Keeper. Lessor shall advise Lessee of the\nindividual or entity that will coordinate the scheduling of the Aircraft. |", "source": "agreement_32.md" }, { "id": "1452", "text": "| | | |\n| --- | --- | --- |\n| 3.3 | | **Rent**. The Lessee shall pay rent in an amount equal to the Hourly Rent specified in\nSchedule A attached hereto for each Flight Hour of use of the Aircraft by Lessee. The\namount of Hourly Rent paid during the calendar year (or prorated portion thereof) shall be\ncompared to the actual utilization costs of the aircraft at the end of each calendar year\nbeginning December 31, 2008, considering the factors set forth in Schedule B. If the actual\nutilization costs exceed the amount of Hourly Rent paid, Lessee shall pay the amount of such\nexcess to Lessor by the Rent Payment Date in January of the immediately following year. If the\namount of Hourly Rent paid during the calendar year (or prorated portion thereof) exceeds the\nactual utilization costs, Lessor shall apply the amount of such excess to the account of\nLessee for credit against future Hourly Rent which is due under this Agreement. All rent\naccrued during any calendar month shall be payable in arrears on the Rent Payment Date in the\nimmediately succeeding calendar month without further demand or invoice. All rent shall be\npaid to the Lessor in immediately available U.S. funds and in form and manner as the Lessor in\nits sole discretion may instruct Lessee from time to time. In the event the Lease is\nterminated by either party pursuant to Section 3.1, Lessee shall pay upon demand all\noutstanding Hourly Rent for each used Flight Hour. |\n| |\n| 3.4 | | **Taxes**. Neither rent nor any other payments to be made by Lessee under this Agreement\nincludes the amount of any Taxes which may be assessed or levied by any Taxing Jurisdictions", "source": "agreement_32.md" }, { "id": "1453", "text": "includes the amount of any Taxes which may be assessed or levied by any Taxing Jurisdictions\nas a result of the lease of the Aircraft to Lessee. Lessee shall remit to Lessor all such\nTaxes together with each payment of rent pursuant to Section 3.3. |", "source": "agreement_32.md" }, { "id": "1454", "text": "**SECTION 4.** **REPRESENTATIONS AND WARRANTIES**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 4.1 | | **Representations and Warranties of Lessee**. Lessee represents and warrants as of the date\nhereof and during the entire Term hereof as follows: |\n\n\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 4.1.1 | | Lessee is a validly organized limited liability company under the laws of the\nState of Delaware, and the person executing on behalf of Lessee has full power and\nauthority to execute this Agreement on behalf of Lessee and by such execution shall\nbind Lessee under this Agreement. |\n| |\n| | 4.1.2 | | No action, suit, or proceeding is currently pending or threatened against\nLessee which shall in any material way affect Lessee’s financial status as of the date\nhereof, or impair the execution, delivery, or performance by Lessee of this Agreement. |\n| |\n| | 4.1.3 | | The execution and delivery of this Agreement by Lessee and the performance of\nits obligations hereunder have been duly authorized by all necessary corporate action,\nand do not conflict with any provision of Lessee’s articles of organization, |\n\n\n\n-5-", "source": "agreement_32.md" }, { "id": "1455", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | | bylaws, operating agreement, any governmental regulations, or any other agreements\nthat Lessee may now have with other parties. |\n| |\n| | 4.1.4 | | Lessee is not subject to any restriction, which with or without the giving of\nnotice, the passage of time, or both, prohibits or would be violated by or be in\nconflict with this Agreement. |\n| |\n| | 4.1.5 | | Lessee will not permit the Aircraft to be operated in any manner contrary to\nany manual or instructions for the Aircraft or in violation of the terms or conditions\nof any insurance policy covering the Aircraft or any applicable statute, regulation,\nordinance, or other law. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 4.2 | | **Representations and Warranties of Lessor**. Lessor represents and warrants as of the date\nhereof and during the entire Term hereof as follows: |", "source": "agreement_32.md" }, { "id": "1456", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 4.2.1 | | Lessor is a validly organized limited liability company under the laws of the\nState of Delaware, and the person executing on behalf of Lessor has full power and\nauthority to execute this Agreement on behalf of Lessor and by such execution shall\nbind Lessor under this Agreement. |\n| |\n| | 4.2.2 | | No action, suit, or proceeding is currently pending or threatened against\nLessor which shall in any material way affect Lessor’s financial status as of the date\nhereof, or impair the execution, delivery, or performance by Lessor of this Agreement. |\n| |\n| | 4.2.3 | | The execution and delivery of this Agreement by Lessor and the performance of\nits obligations hereunder have been duly authorized by all necessary limited liability\ncompany action, and do not conflict with any provision of Lessor’s articles of\norganization, bylaws, operating agreement, any governmental regulations, or any other\nagreements that Lessor may now have with other parties. |", "source": "agreement_32.md" }, { "id": "1457", "text": "| | | |\n| --- | --- | --- |\n| 4.3 | | **Disclaimer Of Warranties**. THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE LESSEE HEREUNDER\nON AN “AS IS” BASIS. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE\nEXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, AND LESSOR HAS NOT MADE AND\nSHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE AND LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS\nAND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY WARRANTIES, OBLIGATIONS AND LIABILITIES\nOF LESSOR, EXPRESS, IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,\nWITH RESPECT TO THE DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT.\nLESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO\nANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OR FAULT OF LESSOR: (A) ANY LIABILITY, LOSS\nOR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY\nCOMPONENT OF THE AIRCRAFT OR BY ANY |\n\n\n\n-6-", "source": "agreement_32.md" }, { "id": "1458", "text": "| | | |\n| --- | --- | --- |\n| | | INADEQUACY THEREOF, ANY DEFICIENCY OR DEFECT IN THIS AGREEMENT OR ANY OTHER\nCIRCUMSTANCES IN CONNECTION WITH THE AIRCRAFT OR THIS AGREEMENT; (B) THE USE,\nOPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY COMPONENT OF THE AIRCRAFT OR\nANY RISKS RELATING THERETO; OR (C) ANY INTERRUPTION OF SERVICE, LOSS OF\nBUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES. LESSEE SHALL\nINDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,\nACTIONS, SUITS, PROCEEDINGS, INJURIES (OR DEATH), DAMAGES, LIABILITIES, COSTS\nOR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) ARISING\nFROM OR IN ANY WAY RELATING TO LESSEE’S LEASE OR POSSESSION OF THE AIRCRAFT\nDURING THE TERM AND SUCH INDEMNIFICATION SHALL SURVIVE THE EXPIRATION OR\nEARLIER TERMINATION OF THIS AGREEMENT. |\n\n\n\n**SECTION 5. REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION**", "source": "agreement_32.md" }, { "id": "1459", "text": "| | | |\n| --- | --- | --- |\n| 5.1 | | **Title and Registration**. Title to the Aircraft shall remain vested in Lessor at all times\nduring the Term to the exclusion of Lessee and that Lessor shall have only such rights as\nshall be specifically set forth herein. Lessor represents that as of the date of this\nAgreement the Aircraft is, and throughout the Term the Aircraft shall remain, lawfully\nregistered as a civil aircraft of the United States. |\n| |\n| 5.2 | | **Use and Operation**. Except as otherwise expressly provided herein, Lessee shall be solely and\nexclusively responsible for the use, operation and control of the Aircraft while in its\npossession during the Term of this Agreement. Lessee shall operate the Aircraft in accordance\nwith the provisions of Part 91 of the FARs and shall not operate the Aircraft in commercial\nservice, as a common carrier, or otherwise on a compensatory or “for hire” basis except to the\nlimited extent permitted under Sections 91.321 and 91.501 of the FARs, if applicable. Lessee\nagrees not to operate or locate the Airframe or any Engine, or suffer the Airframe or any\nEngine to be operated or located, in any area excluded from coverage by any insurance policy\nin effect or required to be maintained hereunder with respect to the Airframe or Engines, or\nin any war zone. Lessee agrees not to knowingly operate the Airframe or any Engine or\nknowingly permit the Airframe or any Engine to be operated during the Term except in\noperations for which Lessee is duly authorized, or to knowingly use or permit the Aircraft to\nbe used for a purpose for which the Aircraft is not designed or reasonably suitable. Lessee", "source": "agreement_32.md" }, { "id": "1460", "text": "be used for a purpose for which the Aircraft is not designed or reasonably suitable. Lessee\nwill not knowingly use or operate the Aircraft in violation of any Applicable Law, or contrary\nto any manufacturer’s operating manuals or instructions. Lessee shall not knowingly permit the\nAircraft to be used for the carriage of any persons or property prohibited by law nor shall it\nbe used during the existence of any known defect except in accordance with the FARs. |\n| |\n| 5.3 | | **Operating Costs**. Except as otherwise provided herein, Lessor shall pay certain fixed and\nvariable costs of operating the Aircraft, including, without limitation, all costs of\ninsurance, maintenance and inspections, overhauls, oil and other lubricants. The foregoing\nnotwithstanding, Lessee and Lessor shall bear equal responsibility for the cost |", "source": "agreement_32.md" }, { "id": "1461", "text": "-7-", "source": "agreement_32.md" }, { "id": "1462", "text": "| | | |\n| --- | --- | --- |\n| | | of hangarage at the Operating Base and Lessee shall, at its own expense, (i) pay costs of\nfuel required for operation of Lessee’s flights, (ii) pay standard catering costs, (iii)\nlocate and retain (either through direct employment or contracting with an independent\ncontractor for flight services) all pilots and other cabin personnel required for Lessee’s\noperations of the Aircraft (collectively the “Flight Crew”), and (iv) pay all miscellaneous\nout-of-pocket expenses incurred in connection with Lessee’s operation of the Aircraft,\nincluding, but not limited to, landing fees, ramp fees, overnight hangar fees, de-icing\ncosts, contaminant recovery costs, special-request catering and commissary costs, in-flight\nentertainment and telecommunications charges, ground transportation, Flight Crew travel\nexpenses, charts, manuals, and other publications obtained for the specific flight, and any\nother similar items. |\n| |\n| 5.4 | | **Maintenance of Aircraft**. Lessee shall perform, or cause to be performed, all pre- and\npost-flight inspections in accordance and as required by the FAA-approved inspection program\nfor the Aircraft. Lessee shall notify Lessor, or cause Lessor to be notified, of any\nmaintenance requirement, dangerous condition, malfunction or worn part that may be discovered\nduring any such inspection. Subject to the foregoing, Lessor shall be solely responsible for\narranging the performance of all maintenance and inspections of the Aircraft during the Term,\nshall ensure that the Aircraft is maintained in an airworthy condition during the Term, and\nshall coordinate the performance of and payment for all repairs and maintenance of the\nAircraft. |\n| |", "source": "agreement_32.md" }, { "id": "1463", "text": "shall coordinate the performance of and payment for all repairs and maintenance of the\nAircraft. |\n| |\n| 5.5 | | **Flight Crew**. All members of the Flight Crew shall be fully competent and experienced, duly\nlicensed, and qualified in accordance with the requirements of Applicable Law and all\ninsurance policies covering the Aircraft. All members of the Flight Crew who are pilots shall\nbe fully trained in accordance with an FAA-approved training program, including initial and\nrecurrent training and, where appropriate, contractor-provided simulator training. |\n| |\n| 5.6 | | **Operational Control**. THE PARTIES EXPRESSLY AGREE THAT LESSEE SHALL AT ALL TIMES WHILE THE\nAIRCRAFT IS IN ITS POSSESSION DURING THE TERM MAINTAIN OPERATIONAL CONTROL OF THE AIRCRAFT,\nAND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A “DRY” OPERATING LEASE.\nLessee shall exercise exclusive authority over initiating, conducting, or terminating any\nflight conducted pursuant to this Agreement, and the Flight Crew shall be under the exclusive\ncommand and control of Lessee in all phases of such flights. |\n| |\n| 5.7 | | **Authority of Pilot in Command**. Notwithstanding that Lessee shall have operational control of\nthe Aircraft during any flight conducted pursuant to this Agreement, Lessor and Lessee\nexpressly agree that the Pilot in Command member of the Flight Crew retained by Lessee\npursuant to Section 5.3, in his or her sole discretion, may terminate any flight, refuse to\ncommence any flight, or take any other flight-related action which in the judgment of the\nPilot in Command is necessitated by considerations of safety. The Pilot in Command shall have\nfinal and complete authority to postpone or cancel any flight for any reason or condition", "source": "agreement_32.md" }, { "id": "1464", "text": "final and complete authority to postpone or cancel any flight for any reason or condition\nwhich in his or her judgment would compromise the |", "source": "agreement_32.md" }, { "id": "1465", "text": "-8-", "source": "agreement_32.md" }, { "id": "1466", "text": "| | | |\n| --- | --- | --- |\n| | | safety of the flight. No such action of the Pilot in Command shall create or support any\nliability for loss, injury, damage or delay to Lessor. |\n| |\n| 5.8 | | **Right to Inspect**. Lessor and its agents shall have the right to inspect the Aircraft at any\nreasonable time, upon giving Lessee reasonable notice, to ascertain the condition of the\nAircraft and to satisfy Lessor that the Aircraft is being properly repaired and maintained in\naccordance with the requirements of this Agreement. All required repairs shall be performed as\nsoon as practicable after such inspection. |\n| |\n| 5.9 | | **Modification of Aircraft**. Lessee shall not make or permit to be made any modification or\nalteration, improvement, or addition to the Aircraft without the express written consent of\nLessor. |\n| |\n| 5.10 | | **Fines, Penalties and Forfeitures**. Lessee shall be solely responsible for any fines, penalties\nor forfeitures relating in any manner to the operation or use of the Aircraft by Lessee under\nthis Agreement. |\n\n\n\n**SECTION 6.** **CONDITION DURING TERM AND RETURN OF AIRCRAFT**", "source": "agreement_32.md" }, { "id": "1467", "text": "**SECTION 6.** **CONDITION DURING TERM AND RETURN OF AIRCRAFT**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 6.1 | | **Return**. Upon completion of each use of the Aircraft by Lessee during the Term, Lessee shall\nreturn the Aircraft to the Lessor by delivering the same to the Operating Base, fully equipped\nwith all Engines installed thereon. Upon each such delivery, the Aircraft shall be in as good\noperating condition as at it was in when Lessor delivered the Aircraft to Lessee, ordinary\nwear and tear excepted, and the United States standard airworthiness certificate issued for\nthe Aircraft shall be present on board the Aircraft and said standard airworthiness\ncertificate shall be effective in accordance with FAR 21.181(a)(1). Nothing contained in this\nSection 6.1 may be interpreted to require Lessee to perform any maintenance or other\nobligation which is the responsibility of the Lessor pursuant to Section 5.4 hereof; provided,\nhowever, that Lessee shall be obligated to ensure that Lessor is advised of any maintenance\nrequirement, dangerous condition, malfunction or worn part that may be discovered during each\nperiod during the Term commencing with the delivery of the Aircraft to Lessee and terminating\nwhen the Aircraft has been redelivered to Lessor in the condition required hereunder. |\n\n\n\n**SECTION 7.** **LIENS**", "source": "agreement_32.md" }, { "id": "1468", "text": "**SECTION 7.** **LIENS** \n\n\n\n\n| | | |\n| --- | --- | --- |\n| 7.1 | | Lessee shall ensure that no Liens are created or placed against the Aircraft by Lessee or\nthird parties as a result of Lessee’s or its agents’ or representatives’ action or inaction.\nLessee shall notify Lessor promptly upon learning of any liens not permitted by these terms.\nLessee shall, at its own cost and expense, take all such actions as may be necessary to\ndischarge and satisfy in full any such lien promptly after the same becomes known to it. |\n\n\n\n**SECTION 8.** **INSURANCE**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 8.1 | | **Liability**. Lessor shall maintain, or cause to be maintained, bodily injury and property\ndamage, liability insurance in an amount not less than One Hundred Million United States\nDollars (USD$100,000,000.00) Combined Single Limit for the benefit of itself and |\n\n\n\n-9-", "source": "agreement_32.md" }, { "id": "1469", "text": "| | | |\n| --- | --- | --- |\n| | | Lessee in connection with the use of the Aircraft. Said policy shall be an occurrence policy\nand shall include Lessee as an Operator and an Additional Named Insured. |\n| |\n| 8.2 | | **Hull**. Lessor shall maintain aircraft hull insurance in the amount of Twenty One Million\nSeven Hundred Thousand United States Dollars (USD$21,700,000.00) which the parties agree shall\nbe deemed to be the full replacement value of the Aircraft, and such insurance shall name\nLessor and any first lien mortgage holder as loss payees as their interests may appear. Said\npolicy shall contain a waiver of subrogation clause in favor of all Additional Named Insureds. |\n| |\n| 8.3 | | **Insurance Certificates**. Lessor will provide Lessee with a Certificate of Insurance upon\nexecution of this Agreement and thereafter reasonably upon request therefor. |\n| |\n| 8.4 | | **Conditions of Insurance**. Each insurance policy required hereunder shall insure the interest\nof Lessee regardless of any breach or violation by Lessor of any warranties, declarations, or\nconditions contained in such policies. Each such policy shall be primary without any right of\ncontribution from any insurance maintained by Lessee. The geographic limits, if any, contained\nin each and every such policy of insurance shall include at the minimum all territories over\nwhich Lessee will operate the Aircraft for which the insurance is placed. Each policy shall\ncontain an agreement by the insurer that notwithstanding the lapse of any such policy for any\nreason or any right of cancellation by the insurer or Lessor, whether voluntary or\ninvoluntary, such policy shall continue in force for the benefit of Lessee for at least thirty", "source": "agreement_32.md" }, { "id": "1470", "text": "involuntary, such policy shall continue in force for the benefit of Lessee for at least thirty\n(30) days (or such lesser time as may be permitted in the case of War Risk Insurance, if such\nWar Risk Insurance so requires) after written notice of such lapse or cancellation shall have\nbeen given to Lessee. Each policy shall contain an agreement by the Insurer to provide Lessee\nwith thirty (30) days’ advance written notice of any deletion, cancellation, or material\nchange in coverage. |\n| |\n| 8.5 | | **Insurance Companies**. Each insurance policy required hereunder shall be issued by a company\nor companies who are qualified to do business in the United States and who (i) will submit to\nthe jurisdiction of any competent state or federal court in the United States with regard to\nany dispute arising out of the policy of insurance or concerning the parties herein; and (ii)\nwill respond to any claim or judgment against Lessee in any competent state or federal court\nin the United States or its territories. |", "source": "agreement_32.md" }, { "id": "1471", "text": "**SECTION 9.** **DEFAULTS AND REMEDIES**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 9.1 | | Upon the occurrence of any failure by a party hereto duly to observe or perform any of its\nobligations hereunder, and at any time thereafter so long as the same shall be continuing, the\nother party may, at its option, declare in writing that this Agreement is in default; and at\nany time thereafter, so long as the outstanding default shall not have been remedied, the\nnon-defaulting party may cancel, terminate, or rescind this Agreement and may exercise any and\nall remedies available to it at law or in equity. |\n\n\n\n**SECTION 10.** **NOTICES**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 10.1 | | All communications, declarations, demands, consents, directions, approvals, instructions,\nrequests and notices required or permitted by this Agreement shall be in writing and shall |\n\n\n\n-10-", "source": "agreement_32.md" }, { "id": "1472", "text": "| | | |\n| --- | --- | --- |\n| | | be deemed to have been duly given or made when delivered by hand or on the next Business Day when sent by overnight\ncourier or when transmitted by means of facsimile or other wire transmission (with request for assurance of receipt\nin a manner typical with respect to communications of that type and followed promptly with the original thereof and a\ncopy sent simultaneously therewith by first class mail, postage prepaid) in each case at the address set forth below: |\n\n\n\n\n\n\n| | | | | |\n|\n\n|  \n | | **If to Lessor**:\n | | ATTN: Daniel D’Aniello\nOrange Crimson Aviation, LLC\n1001 Pennsylvania Ave., NW\nWashington, DC 20004 |\n|   | | | | |\n|  \n | | **If to Lessee**:\n | | ATTN: Jeffrey Ferguson\nTC Group, L.L.C.\n1001 Pennsylvania Ave. NW\nWashington, DC 20004 |\n\n\n\n**SECTION 11.** **EVENT OF LOSS AND INDEMNIFICATION**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 11.1 | | **Notification of Event of Loss**. In the event any damage to or destruction of the Aircraft\nshall occur, while the Aircraft is in the possession of Lessee, or in the event of any whole\nor partial loss of the Aircraft during such time, including, without limitation, any loss\nresulting from the theft, condemnation, confiscation or seizure of, or requisition of title to\nor use of, the Aircraft by private persons or by any governmental or purported governmental\nauthority, Lessee shall immediately: |", "source": "agreement_32.md" }, { "id": "1473", "text": "| | | | |\n| --- | --- | --- | --- |\n| | 11.1.1 | | report the event of loss to Lessor, the insurance company or companies, and to any\nand all applicable governmental agencies; and |\n| |\n| | 11.1.2 | | furnish such information and execute such documents as may be required and necessary\nto collect the proceeds from any insurance policies. |\n\n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 11.2 | | **Repair or Termination**. In the event the Aircraft is partially destroyed or damaged, Lessor\nshall have the option, in its sole discretion, to either (i) fully repair the Aircraft in\norder that it shall be placed in at least as good condition as it was prior to such partial\ndestruction or damage; or (ii) terminate this Agreement. Within five (5) days after the date\nof such partial destruction or damage, Lessor shall give written notice to Lessee specifying\nwhether Lessor has elected fully to repair the Aircraft and, if so, the expected date the\nAircraft will be fully repaired and available for Lessee’s use in accordance with this\nAgreement, or to terminate this Agreement, which termination shall be effective immediately\nupon such written notice from Lessor to Lessee setting forth Lessor’s election to so terminate\nthis Agreement. |\n| |\n| 11.3 | | **Indemnification**. Lessee hereby releases, and shall defend, indemnify and hold harmless\nLessor and its shareholders, members, directors, officers, managers, employees, successors and\nassigns, from and against, any and all claims, damages, losses, liabilities, demands, suits,\njudgments, causes of action, civil and criminal legal proceedings, |", "source": "agreement_32.md" }, { "id": "1474", "text": "-11-", "source": "agreement_32.md" }, { "id": "1475", "text": "| | | |\n| --- | --- | --- |\n| | | penalties, fines, and other sanctions, and any attorneys’ fees and other\nreasonable costs and expenses, directly or indirectly arising from\nthe use of the Aircraft by Lessee to the extent of available insurance. |\n\n\n\n**SECTION 12.** **MISCELLANEOUS**", "source": "agreement_32.md" }, { "id": "1476", "text": "| | | |\n| --- | --- | --- |\n| 12.1 | | **Entire Agreement**. This Agreement, and all terms, conditions, warranties, and representations\nherein, are for the sole and exclusive benefit of the signatories hereto. This Agreement\nconstitutes the entire agreement of the parties as of its Effective Date and supersedes all\nprior or independent, oral or written agreements, understandings, statements, representations,\ncommitments, promises, and warranties made with respect to the subject matter of this\nAgreement. |\n| |\n| 12.2 | | **Other Transactions**. Except as specifically provided in this Agreement, none of the\nprovisions of this Agreement, nor any oral or written statements, representations,\ncommitments, promises, or warranties made with respect to the subject matter of this Agreement\nshall be construed or relied upon by any party as the basis of, consideration for, or\ninducement to engage in, any separate agreement, transaction or commitment for any purpose\nwhatsoever. |\n| |\n| 12.3 | | **Prohibited and Unenforceable Provisions**. Any provision of this Agreement which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the\nextent of such prohibition or unenforceability without invalidating the remaining provisions\nhereof, and any such prohibitions or unenforceability in any jurisdiction. To the extent\npermitted by applicable law, each of Lessor and Lessee hereby waives any provision of\napplicable law which renders any provision hereof prohibited or unenforceable in any respect. |\n| |\n| 12.4 | | **Enforcement**. This Agreement, including all agreements, covenants, representations and", "source": "agreement_32.md" }, { "id": "1477", "text": "| |\n| 12.4 | | **Enforcement**. This Agreement, including all agreements, covenants, representations and\nwarranties, shall be binding upon and inure to the benefit of, and may be enforced by Lessor,\nLessee, and each of their agents, servants and personal representatives. |\n| |\n| 12.5 | | **Headings**. The section and subsection headings in this Agreement are for convenience of\nreference only and shall not modify, define, expand, or limit any of the terms or provisions\nhereof. |\n| |\n| 12.6 | | **Counterparts**. This Agreement may be executed by the parties hereto in separate counterparts,\neach of which when so executed and delivered shall be an original, but all such counterparts\nshall together constitute but one and the same instrument. |\n| |\n| 12.7 | | **Amendments**. No term or provision of this Agreement may be amended, changed, waived,\ndischarged, or terminated orally, but only by an instrument in writing signed by the party\nagainst which the enforcement of the change, waiver, discharge, or termination is sought. |\n| |\n| 12.8 | | **No Waiver**. No delay or omission in the exercise or enforcement or any right or remedy\nhereunder by either party shall be construed as a waiver of such right or remedy. All\nremedies, rights, undertakings, obligations, and agreements contained herein shall be |", "source": "agreement_32.md" }, { "id": "1478", "text": "-12-", "source": "agreement_32.md" }, { "id": "1479", "text": "| | | |\n| --- | --- | --- |\n| | | cumulative and not mutually exclusive, and in addition to all other rights and remedies\nwhich either party possesses at law or in equity. |\n| |\n| 12.9 | | **No Assignments**. Neither party may assign its rights or obligations under this Agreement\nwithout the prior written permission of the other. |\n| |\n| 12.10 | | **Governing Law**. This Agreement has been negotiated and delivered in the Commonwealth of\nVirginia and shall in all respects be governed by, and construed in accordance with, the laws\nof the Commonwealth of Virginia, including all matters of construction, validity and\nperformance, without giving effect to its conflict of laws provisions. |\n| |\n| 12.11 | | **Jurisdiction and Venue**. Each party hereby consents to the nonexclusive jurisdiction and\nvenue of the state and federal courts serving the Commonwealth of Virginia. Nothing in this\nAgreement shall, however, prohibit any party from seeking enforcement of this Agreement in any\nappropriate court and in any jurisdiction where the party against whom enforcement is sought\nis subject to personal jurisdiction and where venue is proper. |\n\n\n\n[Remainder of page intentionally left blank.]\n\n-13-\n\n\n\n\n\n\n---", "source": "agreement_32.md" }, { "id": "1480", "text": "**SECTION 13. TRUTH IN LEASING**\n\n\n\n\n| | | |\n| --- | --- | --- |\n| 13.1 | | TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FARs. |\n| |\n| | | WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EXCEPT TO THE\nEXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD, THE AIRCRAFT HAS BEEN INSPECTED AND\nMAINTAINED AND IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF FAR: |\n\n\n\nCHECK ONE:\n\n\n\n\n| | | |\n|", "source": "agreement_32.md" }, { "id": "1481", "text": "CHECK ONE:\n\n\n\n\n| | | |\n|\n\n| o\n | | 91.409 (f) (1): A continuous airworthiness inspection program that is part of a continuous\nairworthiness maintenance program currently in use by a person holding an air carrier\noperating certificate or an operating certificate issued under FAR Part 121, 127, or 135 and\noperating that make and model aircraft under FAR Part 121 or operating that make and model\nunder FAR Part 135 and maintaining it under FAR 135.411(a)(2). |\n|   | | |\n| o\n | | 91.409 (f) (2): An approved aircraft inspection program approved under FAR 135.419 and\ncurrently in use by a person holding an operating certificate issued under FAR Part 135. |\n|   | | |\n| þ\n | | 91.409 (f) (3): A current inspection program recommended by the manufacturer. |\n|   | | |\n| o\n | | 91.409 (f) (4): Any other inspection program established by the registered owner or operator\nof the Aircraft and approved by the Administrator of the Federal Aviation Administration in\naccordance with FAR 91.409 (g). |\n\n\n\nTHE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS CONDUCTED\nHEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF FAR:\n\nCHECK ONE:\n\n\n\n\n| | | | | | | |\n|", "source": "agreement_32.md" }, { "id": "1482", "text": "CHECK ONE:\n\n\n\n\n| | | | | | | |\n|\n\n| o 91.409 (f) (1)\n | | o 91.409 (f) (2)\n | | þ 91.409 (f) (3)\n | | o 91.409 (f) (4) |\n\n\n\nLESSEE ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS,\nCONSIDERED, AND IN FACT WILL BE THE LESSEE OF SUCH AIRCRAFT. EACH PARTY HERETO CERTIFIES THAT IT\nUNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE\nFEDERAL AVIATION REGULATIONS.\n\nAN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS\nCAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE,\nGENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.\n\n-14-", "source": "agreement_32.md" }, { "id": "1483", "text": "THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT AT\nALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED\nIDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA.\n\n\\*     \\*     \\*\n\n**IN WITNESS WHEREOF**, the Lessor and the Lessee have each caused this **Non-Exclusive Aircraft Lease\nAgreement** to be duly executed as of the Effective Date.\n\n\n\n\n| | | | | | | |\n|", "source": "agreement_32.md" }, { "id": "1484", "text": "| | | | | | | |\n|\n\n| | | LESSOR: | | |\n|   | | | | | | |\n| | | Orange Crimson Aviation, LLC | | |\n|   | | | | | | |\n|  \n | | By:\n | | /s/ Daniel A. D’Aniello | | |\n|  \n | | | | | | |\n|  \n | | Print\n | | | | |\n|  \n | | | | | | |\n|  \n | | Title:\n | | | | |\n|  \n | | | | | | |\n|   | | | | | | |\n|   | | | | | | |\n| | | LESSEE: | | |\n|   | | | | | | |\n| | | TC Group, L.L.C. | | |\n|   | | | | | | |\n|  \n | | By:\n | | /s/ Jeffrey W. Ferguson | | |\n|  \n | | | | | | |\n|  \n | | Print\n | | Jeffrey W. Ferguson | | |\n|  \n | | | | | | |\n|  \n | | Title:\n | | Managing Director | | |\n|  \n | | | | | | |\n\n\n\n-15-", "source": "agreement_32.md" }, { "id": "1485", "text": "**AMENDMENT TO NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT**\n\nThis amendment (the “Amendment”) is made and entered into this December 30, 2010 between Orange\nCrimson Aviation L.L.C. (“Lessor”) and Carlyle Investment Management L.L.C. (“Lessee”) and shall be\neffective as of January 1, 2010 and relates to the Non-Exclusive Aircraft Lease Agreement (the\n“Lease Agreement”) between Lessor and Lessee dated as of June 30, 2007.\n\n**WHEREAS**, Lessee and Lessor have entered into the Lease Agreement to provide for the lease of the\nAircraft by Lessor to Lessee on the terms and conditions provided for therein; and\n\n**WHEREAS**, Lessee and Lessor agree to make certain amendments to the Lease Agreement;\n\n**NOW, THEREFORE**, in consideration of and subject to the mutual covenants, terms and conditions\ncontained in this Amendment and for good and valuable consideration, which is hereby acknowledged,\nLessee and Lessor agree to the following:\n\n1. Definitions. Capitalized terms not defined herein shall have the meanings ascribed to\nsuch terms in the Lease Agreement.\n\n2. Amendments.\n\n     (a) Operating Costs. Section 5.3 is hereby deleted in its entirety and replaced with\nthe following provision:", "source": "agreement_32.md" }, { "id": "1486", "text": "(a) Operating Costs. Section 5.3 is hereby deleted in its entirety and replaced with\nthe following provision:\n\nExcept as otherwise provided herein, Lessor shall pay certain fixed and variable\ncosts related to the Aircraft, including, without limitation, all costs of\ninsurance, hangarage at the Operating Base, maintenance and inspections, overhauls,\noils and other lubricants. The foregoing notwithstanding, Lessee shall, at its own\nexpense, (i) pay costs of fuel required for operation of Lessee’s flights, (ii) pay\nstandard catering costs, (iii) locate and retain (either through direct employment\nor contracting with an independent contractor for flight services) all pilots and\nother cabin personnel required for Lessee’s operations of the Aircraft (collectively\nthe “Flight Crew”), and (iv) pay all miscellaneous out-of-pocket expenses incurred\nin connection with Lessee’s operation of the Aircraft, including, but not limited\nto, landing fees, ramp fees, overnight hangar fees, de-icing costs, contaminant\nrecovery costs, special-request catering and commissary costs, in-flight\nentertainment and telecommunications charges, ground transportation, Flight Crew\ntravel expenses, charts, manuals, and other publications obtained for the specific\nflight, and any other similar items.\n\n     (b) Hourly Rent. On Schedule A to the Lease Agreement the Hourly Rent is hereby\ndeleted and replaced with the amount of $350.00 per Flight Hour.", "source": "agreement_32.md" }, { "id": "1487", "text": "3. Miscellaneous. Except as modified herein, all terms and conditions of the Lease\nAgreement shall remain in full force and effect and this Amendment and the Lease Agreement shall be\nconsidered to be the Lease Agreement as of the date hereof.\n\n[Signature Page follows]\n\n \n\n\n\n\n\n\n---\n\n\n\n\n##### \n\n\n\n\n\n     IN WITNESS WHEREOF, Client and Manager have caused this Amendment to the Lease Agreement to be\nexecuted by their duly authorized representatives as of the date first above written.\n\n\n\n\n| | | | | | | | | | | |\n|\n\n| **LESSEE:** | | | | **LESSOR:** | | |\n| **Carlyle Investment Management L.L.C.** | | | | **Orange Crimson Aviation L.L.C.** | | |\n|   | | | | | | | | | | |\n|   | | | | | | | | | | |\n| By:\n | | /s/ Jeffrey W. Ferguson\n | | | | By:\n | | /s/ Daniel A. D’Aniello | | |\n|  \n | | | | | | | | | | |\n| Name:  | | | | Name:  | | |\n| Its: | | | | Its: | | |\n\n\n\n \n\n\n\n\n\n\n---", "source": "agreement_32.md" }, { "id": "1488", "text": "**ASSIGNMENT AND CONSENT**\n\n          The following shall constitute an assignment and consent to assignment (the “Assignment”) by\nand among TC Group, LLC (“ASSIGNOR”), CARLYLE INVESTMENT MANAGEMENT L.L.C. (“ASSIGNEE”) and ORANGE\nCRIMSON AVIATION L.L.C. (“ORANGE CRIMSON”).\n\n          WHEREAS, ASSIGNOR and ORANGE CRIMSON entered into a Non-Exclusive Aircraft Lease Agreement\n(the “Agreement”) dated June 30, 2007 for the lease of one Gulfstream 200 aircraft bearing U.S.\nregistration number N204DD and manufacturer’s serial number 139 (the “Aircraft”);\n\n          WHEREAS, ASSIGNOR wishes to assign its rights and obligations to the Agreement to ASSIGNEE and\nASSIGNEE wishes to lease the Aircraft from ORANGE CRIMSON on non-exclusive hourly basis under the\nAgreement and assume ASSIGNOR’S rights and obligations under the Agreement; and\n\n          WHEREAS, ORANGE CRIMSON wishes to give its consent to such assignment.\n\n          NOW, THEREFORE, the parties to this Assignment and Consent agree as follows:\n\n\n\n\n| | | | |\n| --- | --- | --- | --- |\n| | 1. | | The Agreement is hereby assigned from ASSIGNOR to ASSIGNEE. |\n| |\n| | 2. | | ORANGE CRIMSON agrees and consents to this Assignment pursuant to Section 12.9\nof the Agreement. |\n| |\n| | 3. | | The ASSIGNEE agrees to all terms and conditions contained in the Agreement and\nfurther agrees to perform all obligations of LESSEE thereunder. |", "source": "agreement_32.md" }, { "id": "1489", "text": "From the date hereof, ASSIGNOR shall have no further liability under the Agreement and the\nASSIGNEE shall assume all of ASSIGNOR’s rights, duties and liabilities under the Agreement.\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Consent to be executed\non April 8, 2009, by their duly authorized representatives.\n\n\n\n\n| | | | | | | | | | | |\n|\n\n| TC GROUP, L.L.C. | | | | CARLYLE INVESTMENT MANAGEMENT L.L.C. | | |\n| | | | | | | |\n| (“ASSIGNOR”) | | | | (“ASSIGNEE”) | | |\n\n\n\n\n\n\n| | | | | | | | | | | |\n|\n\n| BY:\n | | /s/ Jeffrey Ferguson\n | | | | BY:\n | | /s/ Jeffrey Ferguson\n | | |\n|  \n | | | | | | | | | | |\n\n\n\n\n\n\n| | | | | | | | | | | |\n|\n\n| TITLE:\n | | Managing Director\n | | | | TITLE:\n | | Managing Director\n | | |\n|  \n | | | | | | | | | | |\n\n\n\n\n\n\n| | | | | | | | | | | |\n|", "source": "agreement_32.md" }, { "id": "1490", "text": "| | | | | | | | | | | |\n|\n\n| ORANGE CRIMSON AVIATION L.L.C. | | | | | | | | |\n| | | | | | | | | |\n| (“ORANGE CRIMSON”) | | | | | | | | |\n\n\n\n\n\n\n| | | | | | | | | | | |\n|\n\n| BY:\n | | /s/ Daniel A. D’Aniello\n | | | | | | | | |\n|  \n | | | | | | | | | | |\n\n\n\n\n\n\n| | | | | | | | | | | |\n|\n\n| TITLE:\n | | Managing Director\n | | | | | | | | |\n|  \n | | | | | | | | | | |", "source": "agreement_32.md" }, { "id": "1491", "text": "EX-10.1\n2\ntmsgcexhibit1010331201.htm\nEXHIBIT 10.1\n\n\n\nExhibit\n \nExhibit 10.1 \n \nAIRCRAFT DRY LEASE AGREEMENTTHIS AIRCRAFT DRY LEASE AGREEMENT (this “Lease”) is entered in effective as of May 6, 2019, by and between BRIGHID AIR, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, NY 11797 (“Lessor”) and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee” or “MSG”).W I T N E S S E T HWHEREAS, Lessor is the owner of a Bombardier BD100-1A10 Challenger 350 aircraft, manufacturer’s serial number 20611, United States registration N350 PD, including its engines, accessories, components and parts (the “Aircraft”); andWHEREAS, the parties have agreed that Lessor shall lease the Aircraft to Lessee on a non-exclusive basis for use by Lessee upon the terms and subject to the conditions set forth herein.NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Lessor and Lessee, intending to be legally bound, agree as follows:\n\n| | |\n| --- | --- |\n| | |\n| 1. | Lease of Aircraft. |", "source": "agreement_33.md" }, { "id": "1492", "text": "(a)This Lease sets forth the exclusive terms and conditions under which Lessee is entitled to use the Aircraft, and Lessee shall have no right to use the Aircraft except as expressly set forth herein. Lessor shall lease the Aircraft to Lessee, and Lessee shall lease the Aircraft from Lessor, during all Lease Periods throughout the Term (as defined in Section 12) of this Lease as provided hereunder. “Lease Periods” shall mean those times, if any, when the Aircraft is being utilized by Lessee hereunder, with the consent of Lessor as provided in Section 1(e), for flight operations conducted by Lessee under Part 91 of the Federal Aviation Regulations (“FARs”), including any deadhead, ferry or repositioning flights to return the Aircraft to the airport at which the Lease Period commenced or to position the Aircraft for a Lessee trip at a remote location away from Republic Airport, Farmingdale, New York (KFRG), but excluding any deadhead, ferry and repositioning flights described in Section 1(b) below (“Lessee Flights”). Lessee’s right to use the Aircraft hereunder during the Term shall be non-exclusive and is subject in all respects to (i) Lessor’s right to use the Aircraft at all times during the Term other than during such Lease Periods and (ii) Lessor’s right to permit other non-exclusive lessees to use the Aircraft under their operational control and possession, command and control", "source": "agreement_33.md" }, { "id": "1493", "text": "(b)Notwithstanding the foregoing, the parties agree that if a trip by Lessee causes or will cause the Aircraft to be at a remote location away from KFRG (“Lessee’s Location”), Lessee shall, at Lessor’s request, permit the Aircraft to be relocated from Lessee’s Location to KFRG or other location designated by Lessor (and thereafter shall be returned to Lessee’s Location) if Lessor requires use of the Aircraft directly or for one of its affiliated non-exclusive lessees, but only if such itinerary will not unreasonably delay or interfere with any scheduled flight by Lessee. In that event, (i) Lessee’s then-current Lease Period shall terminate effective as of initial engine start-up for the departure flight from Lessee’s Location; (ii) Lessor or its affiliated non-exclusive lessee shall pay all costs incurred during the period in which the Aircraft is away from Lessee’s Location, including all occupied and deadhead legs to ferry the Aircraft from Lessee’s Location and back; and (iii) a new Lease Period shall begin effective as of final engine shut-down upon return of the Aircraft to Lessee’s Location. \n(c)Transfer of the Aircraft from Lessor to Lessee to commence a Lease Period", "source": "agreement_33.md" }, { "id": "1494", "text": "hereunder, and transfer of the Aircraft from Lessee to Lessor to terminate a Lease Period hereunder, shall be evidenced by the entry of appropriate notations of such transfer on the Aircraft’s logs. Upon the commencement or termination of any Lease Period hereunder, the party transferring possession of the Aircraft shall deliver the Aircraft to the other party at KFRG or such other location as the parties may agree. In the case of a transfer of possession from Lessee to Lessor, the Aircraft shall be in at least the same operating condition, order, repair and condition as when received by Lessee at the commencement of the Lease Period, reasonable wear and tear and maintenance events arising during the Lease Period not caused by Lessee’s gross negligence or willful misconduct excepted. \n(d)Subject to Aircraft and crew availability, Lessor shall use its good faith efforts, consistent with Lessor’s approved policies, in order to accommodate the needs of Lessee, to avoid conflicts in scheduling with Lessor’s affiliated non-exclusive lessees’ use of the Aircraft, and to enable Lessee to enjoy the benefits of this Lease; however, Lessee acknowledges and agrees that notwithstanding anything in this Lease to the contrary, Lessor shall have sole and exclusive final authority over the scheduling of the Aircraft and Lessor’s other affiliated non­exclusive lessees’ needs for the Aircraft shall take precedence over Lessee’s rights and Lessor’s obligations under this Lease pursuant to Section 1(e).", "source": "agreement_33.md" }, { "id": "1495", "text": "(e)Lessee shall use its reasonable efforts to give Lessor as much advance notice of Lessee’s proposed utilization hereunder. If Lessee notifies Lessor pursuant to Section 15 of Lessee’s proposed use of the Aircraft and Lessor consents thereto, the period described in such notice of proposed use may be scheduled by Lessee (unless such intended use is cancelled by Lessee by like notice to Lessor). Notwithstanding anything herein to the contrary, all Lessee Flights approved by Lessor and scheduled by Lessee are subject to the absolute right of Lessor to revoke such approval at any time prior to twenty four (24) hours before the scheduled departure of the initial flight of the approved itinerary, without liability, upon notice to Lessee. Any notice under this Section 1(e) may be either written or oral, but shall be given only to or by individuals designated by each party from time to time as authorized to act on its behalf for purposes of this Section 1(e).", "source": "agreement_33.md" }, { "id": "1496", "text": "| | |\n| --- | --- |\n| | |\n| 2. | Rent. |\n\n \n(a)Lessee shall remit to Lessor the sum per block hour set forth on Schedule 1 hereto from time to time as Rent for the use of the Aircraft by Lessee during each Lease Period hereunder. For this purpose, a “block hour” shall be measured in hours and tenths of hours, rounded to the nearest tenth of an hour, from the time the Aircraft moves for purposes of flight at the departure airport to the time the Aircraft comes to a stop at the arrival airport. \n(b)Not later than thirty (30) days after the end of each calendar month during the Term, Lessee shall provide to Lessor a statement showing all use of the Aircraft during Lease Periods during that month, and a complete accounting detailing any Rent due from Lessee for that month. Notwithstanding anything in this Lease to the contrary, Lessee shall have no obligation to utilize the Aircraft hereunder, and there shall be no Rent payable to Lessor hereunder with respect to any calendar month if Lessee does not use the Aircraft hereunder during such month. All payments of Rent due for any calendar month shall be made at Lessor’s address set forth above, or at such other place as Lessor may designate to Lessee in writing from time to time, not later than the thirtieth (30th) day of the following month. \n3.Expenses. Lessor shall pay the entire cost of insuring, maintaining and fueling the Aircraft during the Term. Lessee shall pay the following trip-specific costs of operating the Aircraft during Lease Periods under this Lease: \n(a)travel expenses of crew, including food, lodging and ground transportation; \n(b)hangar and tie-down costs away from KFRG; \n \n2", "source": "agreement_33.md" }, { "id": "1497", "text": "(c)additional insurance obtained for the specific flight at the request of Lessee; \n(d)landing fees, airport taxes and similar assessments; \n(e)customs, foreign permit and similar fees directly related to the flight; \n(f)in-flight food and beverages; \n(g)passenger ground transportation; \n(h)flight planning and weather contract services; and \n(i)oil, lubricants and other additives. \n4.Flight Crew. \n(a)Lessee shall obtain at its sole cost and expense the services of fully qualified and properly certificated flight crew to operate the Aircraft under this Lease. All flight crew provided by Lessee to operate the Aircraft during any Lease Period hereunder shall be employees or contractors of Lessee, and Lessee shall be solely responsible for their compensation.(b)Only fully-qualified and properly-credentialed flight crew members who are included under the insurance coverage required to be maintained hereunder shall be permitted to operate the Aircraft during any Lease Period. All flight crew utilized by Lessee hereunder shall comply with all applicable regulations and the requirements of all applicable operations and maintenance manuals. \n5.Operational Control; Operations.", "source": "agreement_33.md" }, { "id": "1498", "text": "5.Operational Control; Operations. \n(a)Lessor and Lessee intend that the lease of the Aircraft effected hereby shall be treated as a “dry lease”. Notwithstanding anything in this Lease to the contrary, Lessee shall have complete and exclusive operational control, and complete and exclusive possession, command and control, of the Aircraft for all flights during each Lease Period under this Lease. Lessee shall have complete and absolute control of the crewmembers in preparation for and in connection with the operation of all flights during each Lease Period under this Lease. Lessee shall have complete and exclusive responsibility for scheduling, dispatching and flight following of the Aircraft on all flights conducted during Lease Periods under this Lease, which responsibility includes the sole and exclusive right over initiating, conducting and terminating any such flights. Lessee shall have no operational control over any flights of the Aircraft not conducted during Lease Periods under this Lease.(b)Lessee shall use and operate the Aircraft under this Lease only in accordance with applicable manufacturers’ recommendations and airport and climatic conditions. Neither Lessee nor Lessor shall permit the Aircraft to be maintained, used or operated in violation of any law, rule, regulation, ordinance or order of any governmental authority having jurisdiction, or in violation of any airworthiness certificate, license or registration relating to the Aircraft. \n6.Regulatory. Lessee shall obtain and maintain in full force and effect any necessary certificates, licenses, permits and authorizations required for its use and operation of the Aircraft hereunder. Lessee agrees to conduct all operations contemplated by this Lease in compliance with all applicable provisions of the FARs, including, but not limited to, Part 91 thereof. \n7.Records.     Lessee shall maintain any records required by applicable laws, rules or regulations in connection with the operation of the Aircraft during any Lease Period hereunder. Without limiting the generality of the foregoing, Lessee shall maintain or cause to be maintained flight log books \n3", "source": "agreement_33.md" }, { "id": "1499", "text": "showing the full flight time of the Aircraft during each Lease Period hereunder, and shall keep such logs available for inspection by Lessor or its representatives at all reasonable times. Lessor shall be entitled, upon reasonable notice to Lessee, to inspect any books or records of Lessee that relate to the Aircraft’s use hereunder. \n8.Remote Locations. Lessee shall pay the cost of hangaring the Aircraft at remote locations during any Lease Periods hereunder. \n9.Insurance. \n(a)During the Term, Lessor will procure and maintain or cause to be procured and maintained at its sole cost and expense aircraft insurance (the “Policy”) that satisfies all of the requirements of this Section 9. The Policy will provide: (i) all risk, both ground and in-flight hull, including hull war risks, insurance in an amount equal to the most recent appraised fair market value of the Aircraft; and (ii) liability coverage covering passengers, non-passengers, third party liability (including war risk AV52) and property damage of not less than two hundred fifty million ($250,000,000) United States dollars for each occurrence but sublimited to twenty five million ($25,000,000) United States dollars for each occurrence and aggregate with respect to Personal Injury Liability.", "source": "agreement_33.md" }, { "id": "1500", "text": "(b)The Policy will provide: (i) that Lessee and its affiliates and each of their respective members, managers, shareholders, officers, directors, partners, employees, agents, licensees and guests are designated as additional insureds (without responsibility for premiums) with respect to the liability coverage; (ii) that the insurer waives any right of set-off and any right of subrogation against any of the additional insureds; (iii) that no cancellation or substantial change in coverage of or failure to renew the Policy shall be effective as to the additional insureds for thirty (30) days (seven (7) days, in the case of war risk or allied perils) after receipt by Lessee of written notice from the insurer of any such cancellation or substantial change in coverage of the policy; (iv) that all coverages will be primary, not subject to any co-insurance clause, not contributory or subject to offset with respect to any other policies in force; (v) for a severability of interest clause providing that the Policy will operate in the same manner to give each insured the same protection as if there were a separate policy issued to each insured except for the limit of liability; and (vii) that the “Territory” section will provide Worldwide Coverage. \n(c)On or before the date hereof, Lessor will provide Lessee with a certificate of insurance evidencing all coverages in compliance with the requirements of this Lease.", "source": "agreement_33.md" }, { "id": "1501", "text": "10.Maintenance. Lessor shall, at its sole cost and expense, (i) enroll or cause the Aircraft to be enrolled on a Federal Aviation Administration (“FAA”) approved or manufacturer-­recommended maintenance and inspection program under Part 91 of the FARs, and (ii) maintain or cause the Aircraft to be maintained in accordance with the requirements of the approved maintenance and inspection program and all applicable FAA regulations. No period of maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations. Lessor represents and warrants that, at all times during the Term, the Aircraft will be in airworthy condition and current on the approved maintenance program. Lessee shall be responsible for obtaining letters of authorization in its own name as operator of the Aircraft for operations within RVSM, use of a MEL, or any other operator specific authorization required for Lessee’s operation of the Aircraft. \n11.Default.     In addition to the termination rights set forth in Section 12, the non-defaulting party shall have the right to terminate this Lease immediately (without prejudice to any other rights that such party may have) upon written notice to the defaulting party in the event of any one or more of the following events of default: \n4", "source": "agreement_33.md" }, { "id": "1502", "text": "(i)failure of the defaulting party to make payments due hereunder within ten (10) days following notice from the non-defaulting party that such payment was not timely made when due; \n(ii)except as provided in Section 11(iii) - (vii), violation or default of any material term, obligation or condition of a non-monetary nature set forth in this Lease, together with a failure to cure within ten (10) days after receipt of written notice of such violation; \n(iii)if Lessee operates or maintains the Aircraft in violation of any law, regulation, directive or order of any governmental authority or in violation of any provision of any insurance policy contemplated by this Lease, unless such violation can reasonably be cured, in which case Lessee shall have failed to cure such violation within ten (10) days after receipt of written notice thereof; \n(iv)if any representation or warranty made in this Lease by a party is or becomes false, misleading or incorrect in any material respect; \n(v)lapse of insurance coverage required to be kept in force hereunder; \n(vi)if a party shall make a general assignment for the benefit of creditors, or be declared insolvent or bankrupt under any bankruptcy, insolvency or other similar law, or commence a voluntary proceeding seeking liquidation, reorganization or other relief under any such law or seeking the appointment of a receiver or liquidator over any substantial portion of its respective assets; \n(vii)assignment by a party of this Lease, except as permitted under Section 22, or any right or interest created hereunder without the prior written consent of the other party;", "source": "agreement_33.md" }, { "id": "1503", "text": "(viii)Lessee incurs, causes, permits, consents to, or there arises due to Lessee’s actions or failure to act, the creation, attachment, filing or registration of any lien, mortgage, security interest or other charge or encumbrance or claim or right of others against the Aircraft, other than the creation and attachment of statutory liens for operating costs related to Lessee Flights that arise in the ordinary course of business and that are not perfected by filing or registration against the Aircraft or the lienor asserting or retaining possession of or seizing or arresting the Aircraft. \n(ix)Lessee fails to execute reasonable and customary documentation required by the Lessor to finance or continue financing of the Aircraft. Lessee knowingly operates the Aircraft in a location or manner that violates the terms of an Aircraft Loan and Security Agreement as provided by the Lessor.(x)Lessee knowingly operates the Aircraft in or above a war or conflict zone. \n12.Term. The term of this Lease (including as it may be extended pursuant to the terms hereof, the “Term”) shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term ending on June 30, 2019 and thereafter shall automatically renew for successive one-year terms unless either party provides written notice not less than 30 days prior to the expiration of the current term. Notwithstanding the foregoing, (a) Lessor shall have the right to terminate this Lease immediately upon the sale of the Aircraft and (b) either party shall have the right to terminate this Lease (i) upon breach of the terms of this Lease by the other party as provided in Section 11, or (ii) for any reason or no reason by written notice given to the other party not less than ten (10) days prior to the proposed termination date.", "source": "agreement_33.md" }, { "id": "1504", "text": "13.Remedies on Default or Termination. In the event of a termination of this Lease, whether as a result of a default or the expiration of its Term, Lessee shall immediately cease its use of the Aircraft \n5", "source": "agreement_33.md" }, { "id": "1505", "text": "and return the Aircraft and all records pertaining thereto to the custody of Lessor or its agents or representatives as set forth herein at such airport as Lessor and Lessee may agree. Not later than thirty (30) days after the termination of this Lease, a full accounting shall be made between Lessee and Lessor and all accounts settled between the parties. In no event shall any termination affect the rights and obligations of the parties arising prior to the effective date of such termination. Without prejudice to or limitation or modification of the other provisions of this Lease, in no event shall either party be liable to the other for damages relating to the loss of use of the Aircraft after the date of termination of this Lease, due to default or expiration of the Term or otherwise. \n14.Cross Indemnities; LIMITATION ON LIABILITY. \n(a)Without limiting their respective obligations hereunder, each party (in each case, the “Indemnitor”) hereby indemnifies and holds harmless the other party and its affiliates and their respective officers, directors, partners, employees, shareholders, members and managers (in each case, collectively, the “Indemnitee”) for any claim, damage, loss, or reasonable expense, including reasonable attorneys’ fees (an “Indemnified Loss”), resulting from bodily injury or property damage arising out of the ownership, maintenance or use of the Aircraft which results from the gross negligence or willful misconduct of such party; provided, however, that neither party will be liable for any Indemnified Loss to the extent: \n(i)Such loss is covered by the insurance policies described in Section 9 (the “Policies”); \n(ii)Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Lessor;", "source": "agreement_33.md" }, { "id": "1506", "text": "(ii)Such loss is covered by the Policies but the amount of such loss exceeds the policy limits specified by Lessor; \n(iii)Such loss consists of expenses incurred in connection with any loss covered in whole or in part by the Policies but such expenses are not fully covered by the Policies; or \n(iv)Such loss is caused by the gross negligence or willful misconduct of the Indemnitee. \n(b)Each party agrees to look to the insurance required to be maintained under Section 9 prior to seeking indemnification from the other party hereunder.", "source": "agreement_33.md" }, { "id": "1507", "text": "(c)LIMITATION ON LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT: (I) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED; (II) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER SECTIONS 14(a) and 17; AND (III) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS LEASE; ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14(c), EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, OR FOR DEPRECIATION OR DIMINUTION IN VALUE OF THE AIRCRAFT OR INSURANCE DEDUCTIBLE, EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. \nNOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, NEITHER PARTY SHALL \n6", "source": "agreement_33.md" }, { "id": "1508", "text": "HAVE ANY LIABILITY TO THE OTHER PARTY FOR ITS PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS LEASE (INCLUDING, WITHOUT LIMITATION, IN THE CASE OF ITS NEGLIGENCE) EXCEPT IN THE CASE OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.(d)The provisions of this Section 14 shall survive the termination or expiration of this Lease. \n15.Notices. All notices or other communications delivered or given under this Lease shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, Portable Document Format (“PDF”) or confirmed facsimile transmission, as the case may be. Such notices shall be addressed to the parties at the addresses set forth above, or to such other address as may be designated by any party in a writing delivered to the other in the manner set forth in this Section 15. Notices sent by certified or registered mail shall be deemed received three (3) business days after being mailed. All other notices shall be deemed received on the date delivered. Routine communications may be made by e-mail to Lessor at officer@dfollc.com and to Lessee at joseph.yospe@msg.com or fax to Lessor at (516) 226-1155 and to Lessee at (212) 465-6148. \n16.Relationship of Parties. The relationship of the parties created by this Lease is strictly that of lessor and lessee. Nothing in this Lease is intended, nor shall it be construed so as, to constitute the parties as partners or joint venturers or as principal and agent.", "source": "agreement_33.md" }, { "id": "1509", "text": "17.Taxes. Lessor shall pay all taxes, assessments and charges imposed by any Federal, state, municipal or other public authority upon or relating to the ownership of the Aircraft during the Term (other than any taxes, fines or penalties imposed upon Lessor as a result of a breach of this Lease by Lessee). Lessee shall pay all taxes, assessments, and charges imposed by any Federal, state, municipal or other public authority upon or relating to the rental, use or operation of the Aircraft by Lessee during the Lease Periods (including any sales or use tax imposed by the State of New York on any lease payment hereunder), other than income taxes of Lessor. Lessee shall also be liable for any federal excise tax imposed under Internal Revenue Code Section 4261 if such tax is applicable to any or all amounts paid (or deemed to be paid) by Lessee to Lessor hereunder. Lessee shall pay such tax to Lessor within thirty (30) days after receipt of Lessor’s written invoice therefor. Each party agrees to indemnify and hold the other harmless against any and all liabilities, costs and expenses (including attorneys’ fees) resulting from a breach of its respective undertaking hereunder. \n18.Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to its conflicts of laws principles. If any provision of this Lease conflicts with any statute or rule of law of the State of New York or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Lease.", "source": "agreement_33.md" }, { "id": "1510", "text": "19.Venue. Any legal action, suit or proceeding arising out of or relating to this Lease or the transactions contemplated hereby may be instituted in any state or federal court in the State of New York. Each party waives any objection which such party may now or hereinafter have to the laying of the venue in New York County, New York in any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. \n20.Amendment. This Lease shall not be modified or amended or any provision waived except by an instrument in writing signed by authorized representatives of the parties. \n21.Counterparts. This Lease may for all purposes be executed in several counterparts, each of \n7", "source": "agreement_33.md" }, { "id": "1511", "text": "which shall be deemed an original, and all such counterparts, taken together, shall constitute the same instrument, even though all parties may not have executed the same counterpart of this Lease. Each party may transmit its signature by confirmed facsimile or PDF transmission, and such signatures shall have the same force and effect as an original signature. \n22.Successors and Assigns; Third-Party Beneficiaries. Neither party shall have the right to assign this Lease without the prior written consent of the other party; provided, however, that (i) Lessor shall have the right, upon notice to Lessee, to assign this Lease to any other direct or indirect wholly-owned subsidiary of Lessor provided any such assignments hereunder and the resulting ownership and operational structure are consistent with applicable FARs, and (ii) Lessee shall have the right, upon notice to Lessor, to assign this Lease to any entity controlling, controlled by, or under common control with, The Madison Square Garden Company. This Lease shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Lease shall not be construed to create any third-party beneficiary rights in any person not a party hereto (or a successor to or permitted assign of any such party). \n23.Integration. This Lease sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other agreements, understandings, communications, representations or negotiations, whether oral or written, between the parties with respect to the lease of the Aircraft. There are no other agreements, representations or warranties, whether oral or written, express or implied, relating to the lease of the Aircraft that are not expressly set forth in this Lease.", "source": "agreement_33.md" }, { "id": "1512", "text": "24.Legal Fees and Other Costs and Expenses. In the event of any dispute, litigation or arbitration between the parties with respect to the subject matter of this Lease, the unsuccessful party to such dispute, litigation or arbitration shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred therein by the successful party, all of which shall be included in and as a part of the judgment or award rendered in such dispute, litigation or arbitration. For purposes of this Lease, the term “successful party” shall mean the party which achieves substantially the relief sought, whether by judgment, order, settlement or otherwise. \n25.WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS LEASE AND ANY OTHER DOCUMENT, AGREEMENT OR INSTRUMENT EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE FOREGOING. \n26.TRUTH IN LEASING. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS:(a)LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF EXECUTION OF THIS LEASE. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED DURING LEASE PERIODS UNDER THIS LEASE. \n(b)LESSEE HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL LEASE PERIODS UNDER THIS LEASE.", "source": "agreement_33.md" }, { "id": "1513", "text": "(c)EACH OF LESSOR AND LESSEE CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION \n8", "source": "agreement_33.md" }, { "id": "1514", "text": "REGULATIONS. \n(d)EACH OF LESSOR AND LESSEE UNDERSTANDS THAT 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. \nInstructions for Compliance with “Truth In Leasing” Requirements are attached hereto as Schedule 2.(SIGNATURE PAGE FOLLOWS) \n9\n\n---\n\n \n \n \n \nIN WITNESS WHEREOF, the parties hereto have executed this Aircraft Dry Lease Agreement this 6th day of May, 2019, effective as of the date first written above. \n \nLESSOR: \nBRIGHID AIR, LLC \n \nBy: /s/ Dennis H. Javer                    Name: Dennis H. JaverTitle: Vice President \n \nLESSEE: \nMSG SPORTS & ENTERTAINMENT, LLC \n \nBy: /s/ Victoria M. Mink                Name: Victoria M. MinkTitle: EVP & Chief Financial Officer \n \n \n10\n\n---\n\n \nSCHEDULE 1 \nRent per block hour: $3,045 \nS- 1", "source": "agreement_33.md" }, { "id": "1515", "text": "SCHEDULE 1 \nRent per block hour: $3,045 \nS- 1\n\n---\n\n \n \n \nSCHEDULE 2INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING” REQUIREMENTS1.Mail a copy of this Lease to the following address via certified mail, return receipt requested, immediately upon execution of this Lease (14 C.F.R. 91.23 requires that the copy be sent within twenty-four (24) hours after it is signed): \nFederal Aviation Administration Aircraft Registration Branch ATTN: Technical SectionP.O. Box 25724Oklahoma City, Oklahoma 731252.Telephone or fax the nearest Flight Standards District Office at least forty-eight (48) hours prior to the first flight made under this Lease. \n\n\n| | |\n| --- | --- |\n| | |\n| 3. | Carry a copy of this Lease in the Aircraft at all times when the Aircraft is being operated under this Lease. |\n\n \n \nS- 2", "source": "agreement_33.md" }, { "id": "1516", "text": "EX-99.1\n2\nbrhc10024438\\_ex99-1.htm\nEXHIBIT 99.1", "source": "agreement_34.md" }, { "id": "1517", "text": "Exhibit 99.1 \n\n\n \n\n\n ![](./agreement_34_files/image00002.jpg)\n\n \n\n\nFly Leasing Reports First Quarter 2021 Financial Results\n \nDublin, Ireland, May 13, 2021 – Fly\n\n\n Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced its financial results for the first quarter of 2021.\n \nHighlights\n \n\n\n| | | |\n| --- | --- | --- |\n| | • | Signed merger agreement to be acquired by Carlyle Aviation for $17.05 per share |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | • | Total revenues of $80.9 million |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | • | Net loss of $3.4 million, $0.11 per share |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | • | Unrestricted cash and cash equivalents of $117.2 million |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | • | $157 million net book value of unencumbered assets |", "source": "agreement_34.md" }, { "id": "1518", "text": "\"The pending acquisition of FLY by an affiliate of Carlyle Aviation Partners is on track and is expected to close in the third quarter,” said Colm Barrington, CEO of FLY. “We believe that\n this transaction represents strong value for FLY shareholders with the per share cash consideration representing a premium of nearly 30% to FLY’s closing price on March 26, 2021, the last trading day prior to the merger announcement.\"\n \n“In the quarter, FLY’s revenues and net income were again adversely impacted by the global pandemic,” added Barrington. “While we are seeing improvements in some sectors of the global airline industry, particularly in\n U.S. and Chinese domestic traffic, there are still large parts of the world where COVID-19 is surging and both domestic and international air traffic is at a virtual standstill due to continuing travel restrictions. It now appears likely that it will\n be well into 2022 before global air traffic returns towards 2019 levels.”\n \nFinancial Results\n \nFLY is reporting a net loss of $3.4 million, or $0.11 per share, for the first quarter of 2021. This compares to net income of $38.1 million, or $1.24 per share, for the same\n period in 2020. During the first quarter of 2021, FLY recognized $5.9 million of costs associated with the pending transaction with Carlyle Aviation (see below under \"Merger\").\n \nAdjusted Net Income (Loss)\n \nAdjusted Net Loss was $1.4 million for the first quarter of 2021, compared to Adjusted Net Income of $43.6 million for the same period in the previous year. On a per share basis, Adjusted Net Loss was $0.04 in the\n first quarter of 2021, compared to Adjusted Net Income of $1.42 for the first quarter of 2020.", "source": "agreement_34.md" }, { "id": "1519", "text": "A reconciliation of Adjusted Net Income to net income determined in accordance with GAAP is shown below.", "source": "agreement_34.md" }, { "id": "1520", "text": "Financial Position\n \nAt March 31, 2021, FLY’s total assets were $3.1 billion, including investment in flight equipment totaling $2.8 billion. Total cash at March 31, 2021 was $151.2 million, of which $117.2 million was unrestricted. At\n March 31, 2021, FLY's net debt to equity ratio was 2.2x, reduced from 2.3x as of December 31, 2020.\n \nMerger\n \nFLY announced on March 29, 2021 that it had entered into a definitive agreement to be acquired by an affiliate of Carlyle Aviation Partners (“Carlyle Aviation”), the commercial aviation investment and servicing arm\n within The Carlyle Group’s $56 billion Global Credit platform. Under the terms of the Merger Agreement, FLY shareholders will receive $17.05 per share in cash, representing a total equity valuation of approximately $520 million. The total enterprise\n value of the transaction is approximately $2.36 billion. The transaction is expected to close in the third quarter of 2021 and is subject to customary closing conditions, including applicable regulatory clearance and the approval of FLY’s\n shareholders. Given the pending transaction, FLY will not host a first quarter earnings call.\n \nAircraft Portfolio\n \nAt March 31, 2021, FLY had 84 aircraft and seven engines in its portfolio. FLY's aircraft and engines are on lease to 36 airlines in 22 countries. The table below does not include the engines.", "source": "agreement_34.md" }, { "id": "1521", "text": "| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| Portfolio at | | Mar. 31, 2021 | | | Dec. 31, 2020 | |\n| | | Number | | | % of Net Book\nValue | | | Number | | | % of Net Book\nValue | |\n| Airbus A320ceo Family | | | 32 | | | | 28 | % | | | 32 | | | | 28 | % |\n| Airbus A320neo Family | | | 1 | | | | 2 | % | | | 1 | | | | 2 | % |\n| Airbus A330 | | | 3 | | | | 2 | % | | | 3 | | | | 2 | % |\n| Boeing 737NG | | | 40 | | | | 39 | % | | | 40 | | | | 39 | % |\n| Boeing 737 MAX | | | 2 | | | | 3 | % | | | 2 | | | | 3 | % |\n| Boeing 777-LRF | | | 2 | | | | 11 | % | | | 2 | | | | 11 | % |", "source": "agreement_34.md" }, { "id": "1522", "text": "| Boeing 787 | | | 4 | | | | 15 | % | | | 4 | | | | 15 | % |\n| Total(1) | | | 84 | | | | 100 | % | | | 84 | | | | 100 | % |", "source": "agreement_34.md" }, { "id": "1523", "text": "| | |\n| --- | --- |\n| (1) | Includes six aircraft classified as held for sale as of March 31, 2021. No aircraft were classified as held for sale as of December 31, 2020. |\n\n\n\n\n \n\n\nAt March 31, 2021, the average age of the portfolio, weighted by net book value of each aircraft and engine, was 8.6 years. The average remaining lease term was 4.7 years, also weighted by net book value.\n \n\n\n2", "source": "agreement_34.md" }, { "id": "1524", "text": "About FLY\n \nFLY is a global aircraft leasing company with a fleet of modern and fuel efficient commercial jet aircraft. FLY leases its aircraft under multi-year lease contracts to a diverse group of airlines throughout the world.\n FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing. For more information about FLY, please visit our website at www.flyleasing.com.\n \nNon-GAAP Financial Measures\n \n\nFLY provides all financial information in accordance with Generally Accepted Accounting Principles in the United States (GAAP). To supplement our consolidated financial statements presented in accordance with GAAP,\n we are also providing with this press release certain non-GAAP financial measures, including Adjusted Net Income (Loss) and Adjusted Return on Equity.  In calculating these non-GAAP financial measures, we have excluded certain amounts, as detailed\n in the reconciliation below.", "source": "agreement_34.md" }, { "id": "1525", "text": "Cautionary Statement Regarding Forward-Looking Statements\n \nThis press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,”\n “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, operations and financial performance.\n Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ\n materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, risks and uncertainties related to the merger transaction with Carlyle Aviation, and the risk that FLY may be unable to achieve its\n portfolio growth expectations, or to reap the benefits of such growth. Additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. The extent to which the COVID-19\n pandemic ultimately impacts FLY's business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Further information on the factors and risks that may affect FLY’s\n business is included in filings FLY makes with the Securities and Exchange Commission from time to time, including its Annual Report on Form 20-F and its reports on Form 6-K. FLY expressly disclaims any obligation to update or revise any of these\n forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.\n \n# # #\n \n\n\nContact:\n \nMatt Dallas\nFly Leasing Limited\n+1 203-769-5916\n \nir@flyleasing.com", "source": "agreement_34.md" }, { "id": "1526", "text": "3", "source": "agreement_34.md" }, { "id": "1527", "text": "Fly Leasing Limited\nConsolidated Statements of Income (Loss)\n(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)", "source": "agreement_34.md" }, { "id": "1528", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | Three months ended Mar. 31, | |\n| | | 2021\n(Unaudited) | | | 2020\n(Unaudited) | |\n| Revenues | | | | | | |\n| Operating lease rental revenue | | $ | 55,376 | | | $ | 85,535 | |\n| End of lease income | | | 25,811 | | | | 2,427 | |\n| Amortization of lease incentives | | | (1,082 | ) | | | (614 | ) |\n| Amortization of lease discounts and other | | | (261 | ) | | | 92 | |\n| Operating lease revenue | | | 79,844 | | | | 87,440 | |\n| Finance lease revenue | | | 129 | | | | 145 | |\n| Gain on sale of aircraft | | | — | | | | 31,717 | |\n| Interest and other income | | | 884 | | | | 2,253 | |\n| Total revenues | | | 80,857 | | | | 121,555 | |\n| Expenses | | | | | | | | |\n| Depreciation | | | 29,967 | | | | 31,631 | |", "source": "agreement_34.md" }, { "id": "1529", "text": "| Depreciation | | | 29,967 | | | | 31,631 | |\n| Aircraft impairment | | | 22,546 | | | | — | |\n| Interest expense | | | 22,066 | | | | 27,155 | |\n| Selling, general and administrative | | | 12,500 | | | | 7,664 | |\n| Provision for uncollectible operating receivables | | | 1,000 | | | | — | |\n| (Gain) loss on derivatives | | | (2,724 | ) | | | 507 | |\n| Fair value (gain) loss on marketable securities | | | (1,839 | ) | | | 9,412 | |\n| Loss on extinguishment of debt | | | — | | | | 850 | |\n| Maintenance and other costs | | | 1,104 | | | | 1,184 | |\n| Total expenses | | | 84,620 | | | | 78,403 | |\n| Net income (loss) before provision (benefit) for income taxes | | | (3,763 | ) | | | 43,152 | |\n| Provision (benefit) for income taxes | | | (370 | ) | | | 5,080 | |\n| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |", "source": "agreement_34.md" }, { "id": "1530", "text": "| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |\n| Weighted average number of shares | | | | | | | | |\n| -  Basic | | | 30,481,069 | | | | 30,765,840 | |\n| -  Diluted | | | 30,481,069 | | | | 30,768,029 | |\n| Earnings (loss) per share | | | | | | | | |\n| -  Basic and Diluted | | $ | (0.11 | ) | | $ | 1.24 | |", "source": "agreement_34.md" }, { "id": "1531", "text": "4", "source": "agreement_34.md" }, { "id": "1532", "text": "Fly Leasing Limited\nConsolidated Balance Sheets\n(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)", "source": "agreement_34.md" }, { "id": "1533", "text": "| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| | | Mar. 31,\n 2021\n(Unaudited) | | | Dec. 31,\n2020\n(Audited) | |\n| Assets | | | | | | |\n| Cash and cash equivalents | | $ | 117,231 | | | $ | 132,097 | |\n| Restricted cash and cash equivalents | | | 34,000 | | | | 29,432 | |\n| Rent receivables, net | | | 65,516 | | | | 57,015 | |\n| Investment in finance lease, net | | | 10,075 | | | | 10,396 | |\n| Flight equipment held for sale, net | | | 40,454 | | | | — | |\n| Flight equipment held for operating lease, net | | | 2,438,666 | | | | 2,529,428 | |\n| Maintenance rights | | | 279,124 | | | | 279,124 | |\n| Deferred tax asset, net | | | 10,941 | | | | 11,753 | |\n| Fair value of derivative assets | | | 3,570 | | | | 2,085 | |\n| Other assets, net | | | 136,581 | | | | 116,255 | |", "source": "agreement_34.md" }, { "id": "1534", "text": "| Other assets, net | | | 136,581 | | | | 116,255 | |\n| Total assets | | $ | 3,136,158 | | | $ | 3,167,585 | |\n| Liabilities | | | | | | | | |\n| Accounts payable and accrued liabilities | | $ | 27,391 | | | $ | 18,135 | |\n| Rentals received in advance | | | 6,620 | | | | 8,724 | |\n| Payable to related parties | | | 4,362 | | | | 4,058 | |\n| Security deposits | | | 36,226 | | | | 36,439 | |\n| Maintenance payment liability, net | | | 201,820 | | | | 203,684 | |\n| Unsecured borrowings, net | | | 297,082 | | | | 296,876 | |\n| Secured borrowings, net | | | 1,603,986 | | | | 1,642,242 | |\n| Deferred tax liability, net | | | 51,420 | | | | 51,366 | |\n| Fair value of derivative liabilities | | | 35,648 | | | | 46,169 | |\n| Other liabilities | | | 78,182 | | | | 70,896 | |", "source": "agreement_34.md" }, { "id": "1535", "text": "| Other liabilities | | | 78,182 | | | | 70,896 | |\n| Total liabilities | | | 2,342,737 | | | | 2,378,589 | |\n| Shareholders’ equity | | | | | | | | |\n| Common shares, $0.001 par value, 499,999,900 shares authorized;  30,481,069 shares issued and outstanding at March 31, 2021 and December 31, 2020 | | | 31 | | | | 31 | |\n| Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding | | | — | | | | — | |\n| Additional paid-in capital | | | 509,738 | | | | 509,738 | |\n| Retained earnings | | | 309,574 | | | | 312,967 | |\n| Accumulated other comprehensive loss, net | | | (25,922 | ) | | | (33,740 | ) |\n| Total shareholders’ equity | | | 793,421 | | | | 788,996 | |\n| Total liabilities and shareholders’ equity | | $ | 3,136,158 | | | $ | 3,167,585 | |", "source": "agreement_34.md" }, { "id": "1536", "text": "5", "source": "agreement_34.md" }, { "id": "1537", "text": "Fly Leasing Limited\nConsolidated Statements of Cash Flows\n(DOLLARS IN THOUSANDS)", "source": "agreement_34.md" }, { "id": "1538", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | Three months ended Mar. 31, | |\n| | | 2021\n(Unaudited) | | | 2020\n(Unaudited) | |\n| Cash Flows from Operating Activities | | | | | | |\n| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |\n| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | | | | | | | | |\n| Gain on sale of aircraft | | | — | | | | (31,717 | ) |\n| Depreciation | | | 29,967 | | | | 31,631 | |\n| Flight equipment impairment | | | 22,546 | | | | — | |\n| Amortization of debt discounts and debt issuance costs | | | 2,114 | | | | 1,875 | |\n| Amortization of lease incentives and other items | | | 1,421 | | | | 604 | |\n| Provision for uncollectible operating lease receivables | | | 1,000 | | | | — | |\n| Fair value (gain) loss on marketable securities | | | (1,839 | ) | | | 9,412 | |\n| Loss on extinguishment of debt | | | — | | | | 850 | |", "source": "agreement_34.md" }, { "id": "1539", "text": "| Loss on extinguishment of debt | | | — | | | | 850 | |\n| Provision (benefit) for deferred income taxes | | | (370 | ) | | | 5,181 | |\n| Maintenance payment liability recognized into earnings | | | — | | | | (2,487 | ) |\n| Other | | | (2,430 | ) | | | 268 | |\n| Changes in operating assets and liabilities: | | | | | | | | |\n| Rent receivables | | | (14,981 | ) | | | (7,036 | ) |\n| Other assets | | | (19,119 | ) | | | 230 | |\n| Payable to related parties | | | 304 | | | | (5,807 | ) |\n| Accounts payable, accrued liabilities and other liabilities | | | 12,904 | | | | 9,957 | |\n| Net cash flows provided by operating activities | | | 28,124 | | | | 51,033 | |\n| Cash Flows from Investing Activities | | | | | | | | |\n| Purchase of flight equipment | | | — | | | | (27,282 | ) |\n| Proceeds from sale of aircraft, net | | | — | | | | 160,271 | |\n| Payments for aircraft improvement | | | (1,604 | ) | | | (6,294 | ) |", "source": "agreement_34.md" }, { "id": "1540", "text": "| Payments for aircraft improvement | | | (1,604 | ) | | | (6,294 | ) |\n| Payments for lessor maintenance obligations | | | (65 | ) | | | (347 | ) |\n| Other | | | 362 | | | | (231 | ) |\n| Net cash flows (used in) provided by investing activities | | | (1,307 | ) | | | 126,117 | |", "source": "agreement_34.md" }, { "id": "1541", "text": "6", "source": "agreement_34.md" }, { "id": "1542", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | Three months ended Mar. 31, | |\n| | | 2021\n(Unaudited) | | | 2020\n(Unaudited) | |\n| Cash Flows from Financing Activities | | | | | | |\n| Security deposits received | | | 1,921 | | | | 3,305 | |\n| Maintenance payment liability receipts | | | 4,281 | | | | 7,848 | |\n| Maintenance payment liability disbursements | | | (3,528 | ) | | | (10,109 | ) |\n| Debt extinguishment costs | | | — | | | | (20 | ) |\n| Debt issuance costs | | | (186 | ) | | | — | |\n| Repayment of secured borrowings | | | (39,510 | ) | | | (118,211 | ) |\n| Shares repurchased | | | — | | | | (6,504 | ) |\n| Net cash flows used in financing activities | | | (37,022 | ) | | | (123,691 | ) |\n| Effect of exchange rate changes on unrestricted and restricted cash and cash equivalents | | | (93 | ) | | | (18 | ) |\n| Net (decrease) increase in unrestricted and restricted cash and cash equivalents | | | (10,298 | ) | | | 53,441 | |", "source": "agreement_34.md" }, { "id": "1543", "text": "| Unrestricted and restricted cash and cash equivalents at beginning of period | | | 161,529 | | | | 338,303 | |\n| Unrestricted and restricted cash and cash equivalents at end of period | | $ | 151,231 | | | $ | 391,744 | |\n| | | | | | | | | |\n| Reconciliation to Consolidated Balance Sheets: | | | | | | | | |\n| Cash and cash equivalents | | $ | 117,231 | | | $ | 361,151 | |\n| Restricted cash and cash equivalents | | | 34,000 | | | | 30,593 | |\n| Unrestricted and restricted cash and cash equivalents | | $ | 151,231 | | | $ | 391,744 | |", "source": "agreement_34.md" }, { "id": "1544", "text": "7", "source": "agreement_34.md" }, { "id": "1545", "text": "Fly Leasing Limited\nReconciliation of Non-GAAP Measures\n(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)", "source": "agreement_34.md" }, { "id": "1546", "text": "| | | | |\n| --- | --- | --- | --- |\n| | | Three months ended Mar. 31, | |\n| | | 2021\n(Unaudited) | | | 2020\n(Unaudited) | |\n| Net income (loss) | | $ | (3,393 | ) | | $ | 38,072 | |\n| Adjustments: | | | | | | | | |\n| Unrealized foreign exchange gain | | | (183 | ) | | | (95 | ) |\n| Deferred income taxes | | | (370 | ) | | | 5,181 | |\n| Fair value changes on undesignated derivatives | | | (3,278 | ) | | | 481 | |\n| Merger costs | | | 5,853 | | | | — | |\n| Adjusted Net Income (Loss) | | $ | (1,371 | ) | | $ | 43,639 | |\n| Average Shareholders’ Equity | | $ | 791,209 | | | $ | 884,257 | |\n| Adjusted Return on Equity | | | (0.7 | %) | | | 19.7 | % |\n| | | | | | | | | |\n| Weighted average diluted shares outstanding | | | 30,481,069 | | | | 30,768,029 | |\n| Adjusted Net Income (Loss) per diluted share | | $ | (0.04 | ) | | $ | 1.42 | |", "source": "agreement_34.md" }, { "id": "1547", "text": "FLY defines Adjusted Net Income (Loss) as net income (loss) plus or minus (i) unrealized foreign exchange gains and losses; (ii) deferred income taxes; (iii) the fair\n value changes associated with interest rate derivative contracts that are not accounted for as cash flow hedges; and (iv) non-recurring expenses. The adjustments included within Adjusted Net Income (Loss) are primarily non-cash or non-recurring items\n that we consider unrelated to the ongoing performance of our operations. Adjusted Return on Equity is calculated by dividing Adjusted Net Income (Loss) by average shareholders’ equity for each period presented. For periods of less than one year, the\n resulting return is annualized.\n \nFLY uses Adjusted Net Income (Loss) and Adjusted Return on Equity, in addition to GAAP net income (loss) and earnings (loss) per share, to assess our core operating performance on a consistent basis from period to\n period. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and identifying trends in our performance, because they remove the effects of certain non-cash or non-recurring items and certain\n other items that are not indicative of our overall operating trends. In addition, Adjusted Net Income (Loss) and Adjusted Return on Equity help us compare our performance to our competitors. These measures should be considered in addition to, and not\n as substitutes for, net income or other financial measures determined in accordance with GAAP. FLY’s definitions may be different from those used by other companies.\n \n\n \n\n\n8", "source": "agreement_34.md" }, { "id": "1548", "text": "EX-10.49\n6\nd500205dex1049.htm\nEX-10.49\n\nEX-10.49\nConfidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the\ninformation subject to the confidentiality request. Omissions are designated as [\\*\\*\\*\\*\\*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. \n\n\n**Exhibit 10.49** \n\n **AIRCRAFT LEASE AGREEMENT [B]** \n\n  \n\n **DATED AS OF DECEMBER 31, 2012** \n\n **BETWEEN** \n\n\n**WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,** \n\n **not in its individual capacity, but solely as owner trustee** \n\n as Lessor\n\n\n **and** \n\n **CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V.** \n\n as Lessee \n\n **incorporating the provisions of an** \n\n\n**AIRCRAFT LEASE COMMON TERMS AGREEMENT** \n\n **with respect to one Airbus A320-200 Aircraft** \n\n **bearing\nmanufacturer’s serial number 5510**", "source": "agreement_35.md" }, { "id": "1549", "text": "**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM\nCOMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS\nTHE COUNTERPART DESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR.** \n\n **TO THE EXTENT THE CAPE TOWN CONVENTION\n2001 AND ITS PROTOCOL ON MATTERS SPECIFIC TO AIRCRAFT EQUIPMENT HAVE COME INTO EFFECT IN MEXICO OR (IF DIFFERENT) IN THE STATE OF AIRCRAFT REGISTRATION, THE INTERESTS OF LESSOR, OWNER & ANY FINANCING PARTIES UNDER THIS LEASE AND/OR IN\nRESPECT OF THE AIRCRAFT SHALL BE CAPABLE OF REGISTRATION AS INTERNATIONAL INTERESTS IN ACCORDANCE WITH SUCH CONVENTION AND PROTOCOL.**", "source": "agreement_35.md" }, { "id": "1550", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| The parties listed below as Lessee and Lessor hereby agree that Lessor will lease the Aircraft to Lessee and Lessee will take delivery of and lease the Aircraft from\nLessor subject to and in accordance with the Lease for the duration of the Term and further agree in this AIRCRAFT LEASE AGREEMENT dated as of December 31, 2012 the following: |\n| | |\n| Lessee: |    | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |\n| | |\n| Lessor: |    | Wells Fargo Bank Northwest, National Association, not in it individual capacity, but solely as owner trustee under the Trust Agreement |\n| | |\n| Owner: |    | Wells Fargo Bank Northwest, National Association, not in it individual capacity, but solely as owner trustee under the Trust Agreement |\n| | |\n| Owner Participant: |    | Celestial Aviation Trading 4 Limited |\n| | |\n| Trust Agreement: |    | that certain Trust Agreement (2013 A320-200 B) dated as of December 7, 2012 between Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely\nas owner trustee, and Owner Participant |\n| | |\n| Guarantee required: |    | As set forth in Schedule D. |\n| | |\n| Guarantor: |    | As set forth in Schedule D. |\n| | |", "source": "agreement_35.md" }, { "id": "1551", "text": "| | |\n| Guarantor: |    | As set forth in Schedule D. |\n| | |\n| Aircraft: |    | One (1) Airbus A320-200 aircraft bearing manufacturer’s serial number 5510, which is certified by the Air Authority to transport at least eight (8) persons, including crew,\nor goods in excess of 2750 kilograms. |\n| | |\n| Engines: |    | Two (2) International Aero Engines V2527E-A5 Select One engines \\*\\*\\*\\*\\* |\n| | |\n| Common Terms Agreement: |    | The Aircraft Lease Common Terms Agreement dated as of April 12, 2011 entered into between the Lessee and GE Capital Aviation Services Limited as in effect on the date hereof\nwithout giving effect to any subsequent amendment, supplement, waiver or other modification thereto, unless Lessor and Lessee otherwise expressly agree (hereinafter the “Common Terms Agreement” or “CTA”). |\n| | |\n| State of Registry: |    | United States of America |\n| | |\n| Duration of Term: |    | One hundred forty-four (144) months |\n| | |\n| Manufacturer: |    | Airbus S.A.S |\n| |\n| **Payments** |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |", "source": "agreement_35.md" }, { "id": "1552", "text": "| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1553", "text": "1 \n\n\nAircraft Lease Agreement — A320-200 Aircraft MSN 5510", "source": "agreement_35.md" }, { "id": "1554", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| |\n| **Delivery** |\n| | |\n| Scheduled Delivery Month: |    | March 2013. |\n| | |\n| Final Delivery Date: |    | December 31, 2014. |\n| | |\n| Delivery Location: |    | Manufacturer’s facility in Toulouse, France or Hamburg, Germany. |\n| | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| | |", "source": "agreement_35.md" }, { "id": "1555", "text": "| | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| | |\n| Lease Supplement: |    | Lessee and Lessor shall, on or before Delivery, execute and deliver a Lease Supplement substantially in form of Schedule 14 to the Common Terms Agreement in connection with\nfiling and recording the Lease with the FAA. |\n| |\n| **Technical** |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| |\n| **Insurance** |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |\n| | |\n| \\*\\*\\*\\*\\* |    | As set forth in Schedule D. |", "source": "agreement_35.md" }, { "id": "1556", "text": "2 \n\n\nAircraft Lease Agreement — A320-200 Aircraft MSN 5510", "source": "agreement_35.md" }, { "id": "1557", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |\n| **Redelivery** |\n| | |\n| Redelivery Location: |   | An FAR certified maintenance facility in El Salvador notified to Lessee by Lessor or such other location as is agreed by\nLessor and Lessee in writing (the “Redelivery Location”) or such other location where the Lessee and Lessor are satisfied that any applicable Taxes are minimised, other than Taxes which the Lessee or Lessor may agree in writing to bear ,\nprovided that:  \n(a)    the Final Inspection of the Aircraft shall occur at Lessee’s facility at Mexico\nCity International Airport;  \n(b)    following the Final Inspection, and provided Lessee has complied with its obligations\nunder Section 12 and Schedule 6 of the Common Terms Agreement, Lessor will deliver to Lessee a technical acceptance certificate (“Technical Acceptance Certificate”) confirming that the Aircraft meets the Redelivery Condition whilst the\nAircraft is located in Mexico City;  \n(c)    immediately following Lessor’s execution of the Technical Acceptance Certificate,\nLessee shall ferry the Aircraft from Mexico City to the Redelivery Location (the “Ferry Flight”); and   immediately following the arrival and redelivery of the Aircraft by Lessee to Lessor at the Redelivery Location, and provided Lessee has complied with its obligations under the Lease, Lessor will (a)\ndeliver to Lessee an acknowledgement confirming that Lessee has redelivered the Aircraft to Lessor in accordance with the Lease which acknowledgement shall be without prejudice to Lessor’s accrued and continuing rights under the Lease or any", "source": "agreement_35.md" }, { "id": "1558", "text": "Other Agreement and (b) transfer an amount in Dollars equal to the actual cost incurred by Lessee in respect of the fuel, ferry permits and landing and air navigation charges required to complete the Ferry Flight to such account as Lessee shall\ndesignate in writing to Lessor. |\n| | |\n| Redelivery Condition Requirements: |   | In addition to the provisions of the Common Terms Agreement, the terms and conditions relating to the return of the Aircraft are set out in Schedule B to this Aircraft\nLease Agreement. |\n| |\n| **Tax** |\n| | |\n| Lessor/Owner Tax Jurisdiction: |   | Ireland. Owner Participant is a resident of Ireland for tax purposes under the Ireland-Mexico income tax treaty and is liable to corporate income tax in Ireland. Owner\nParticipant does not have an office located in Mexico and does not have any directors who are Mexican \\*\\*\\*\\*\\* |\n| | |\n| Subpart F Indemnity: |   | As set forth in Schedule C. |\n| |\n| **Other** |\n| | | |\n| Account for payments: |   | |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **Transfer To :** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **SWIFT Code :** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **For Credit To :** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **Account No:** |    | \\*\\*\\*\\*\\* |\n| | | |", "source": "agreement_35.md" }, { "id": "1559", "text": "| |   | **Account No:** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **Sort Code:** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **IBAN:** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **US Correspondent** **Bank Details:** |    | \\*\\*\\*\\*\\* |\n| | | |\n| |   | **US Correspondent Bank**\n**SWIFT Code:** |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1560", "text": "3 \n\n\nAircraft Lease Agreement — A320-200 Aircraft MSN 5510", "source": "agreement_35.md" }, { "id": "1561", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| Notice Details: |   | Lessor   Wells Fargo Bank Northwest, National Association, as Owner Trustee\nMAC: U1228-120 299 South Main Street, 12th\nFloor Salt Lake City, UT 84111  \n**Attn**: Corporate Trust Department  \n**Fax**: (801) 246-5053   E-mail: CTSLeaseGroup@wellsfargo.com\n  with a copy to:\n  Celestial Aviation Trading 4 Limited\nc/o GE Capital Aviation Services Limited\nAviation House Shannon\nCo. Clare Ireland\n  **Attn****:** Contracts Leader\n  **Fax****:** +353 61 706867\n  **E-mail****:** asanotices@gecas.com |    | Lessee   Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.\nAvenida Antonio Dovalí Jaime 70 piso 13, torre B Col. Zedec Santa Fe 01210 Mexico D.F. Delegacion Alvaro Obregon, Mexico   **Attn**: Director Juridico  \nE-mail:\nsergio.rabago@volaris.com.mx |", "source": "agreement_35.md" }, { "id": "1562", "text": "ALL THE PROVISIONS OF THE SCHEDULES HERETO AND THE AIRCRAFT LEASE COMMON TERMS AGREEMENT DATED APRIL 12, 2011, ENTERED\nINTO BY AND BETWEEN GE CAPITAL AVIATION SERVICES LIMITED AND THE LESSEE ARE INCORPORATED BY REFERENCE HEREIN AND ARE PART OF THIS AIRCRAFT LEASE AGREEMENT AS IF THEY WERE SET OUT IN FULL HEREIN AND SHALL BE BINDING UPON LESSOR AND LESSEE. WITHOUT\nLIMITING THE GENERALITY OF THE FOREGOING, BY ITS SIGNATURE BELOW, EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT THE LEASE OF THE AIRCRAFT HEREUNDER IS SUBJECT TO THE TERMS OF THE COMMON TERMS AGREEMENT AND THAT THE DISCLAIMERS,\nEXCULPATIONS AND LIMITATIONS OF LIABILITY, INDEMNITIES, THE CHOICE OF NEW YORK LAW AS THE GOVERNING LAW, SUBMISSION TO PERSONAL JURISDICTION IN NEW YORK, AND THE WAIVER OF ANY RIGHT TO A TRIAL BY JURY PROVIDED FOR IN THE COMMON TERMS AGREEMENT ARE\nINCORPORATED HEREIN BY SUCH REFERENCE AND ARE PART OF THIS AGREEMENT AS IF THE SAME WERE SET OUT IN FULL HEREIN. \n\n\n \n\n 4 \n\n\nAircraft Lease Agreement — A320-200 Aircraft MSN 5510", "source": "agreement_35.md" }, { "id": "1563", "text": "No provision of this Lease, including any provision of the Schedules or the Common Terms Agreement, may be\namended, changed, waived, discharged, terminated or otherwise modified in any way whatsoever, except by a writing signed by the party to be charged. Pursuant to and to comply with sub-section (2) of Section 2A-208 of the UCC, if and to the\nextent applicable, Lessor and Lessee acknowledge their agreement to the provisions of this paragraph by their signatures below. \n\n Wells Fargo\nBank Northwest, National Association, is entering into this Agreement and any other documents related to the Lease or the Aircraft solely in its capacity as owner trustee under the Trust Agreement and not in its individual capacity, and in no case\nshall Wells Fargo Bank Northwest, National Association, be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of Lessor hereunder; provided, however, that Wells\nFargo Bank Northwest, National Association shall be personally liable hereunder for its gross negligence or willful misconduct, for its breach of its covenants, representations and warranties contained herein or in the Common Terms Agreement, to the\nextent covenanted or made in its individual capacity, and for a failure to distribute in accordance with the Trust Agreement any amounts received and distributable by it hereunder. \n\n Notwithstanding any provision to the contrary contained in this Aircraft Lease Agreement or in the CTA, in the event of a conflict between the provisions of this Aircraft Lease Agreement and the\nprovisions of the CTA, the provisions of this Aircraft Lease Agreement shall control and prevail for such conflict. \n\n [SIGNATURE\nPAGE FOLLOWS] \n\n\n \n\n 5 \n\n\nAircraft Lease Agreement — A320-200 Aircraft MSN 5510", "source": "agreement_35.md" }, { "id": "1564", "text": "**IN WITNESS WHEREOF,** the parties hereto have executed this Aircraft Lease Agreement, each by its duly\nauthorized representative(s), as of the date shown at the beginning of this Aircraft Lease Agreement. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| **LESSOR:** |   | |   | **LESSEE:** |\n| | | |\n| WELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity, but solely as Owner Trustee under the Trust\nAgreement |   | |   | CONCESIONARIA VUELA COMPAÑÍA DE AVIACIÓN, S.A.P.I. DE C.V. |\n| | | | | |\n| By: |   | /s/ Carlos Sierra |   | |   | By: |   | /s/ Mario E. Geyne |\n| Name: |   | Carlos Sierra |   | |   | Name: |   | Mario E. Geyne |\n| Title: |   |   |   | |   | Title: |   | Financial and Fleet Planning Director |\n| Signed at: |   |   |   | |   | Signed at: |   |   |\n\n -Signature Page- \n\n -Aircraft Lease Agreement [B]-", "source": "agreement_35.md" }, { "id": "1565", "text": "SCHEDULE A \n\n Delivery Condition Requirements \n\n The Delivery Conditions described below are solely a description\nof such condition precedent and shall not be construed as a representation, warranty or agreement of any kind whatsoever, express or implied, by Lessor with respect to the Aircraft or its condition, all of which have been disclaimed by Lessor and\nwaived by Lessee as set forth in the Lease, including in the Common Terms Agreement. \n\n \\*\\*\\*\\*\\* \n\n\nLessee hereby represents and warrants to Lessor that as of the Date hereof it has not entered, and at Delivery will not have entered, into any agreement\nwith Airbus without Lessor’s knowledge and written consent (which consent shall not be unreasonably withheld) which would amend or modify the Aircraft Detail Specification (as defined in the Aircraft Purchase Agreement) in respect of the\nAircraft, except to the extent such modification is: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | required by applicable law or regulation; or |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | is made by the Manufacturer in conformity with Manufacturer’s rights under the Purchase Agreement; or |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| (c) | is either an upgrade of the Detail Specification to Issue 8 or is made due to the evolution on the specifications prior to Delivery. |\n\n\n \n\n A-1\n\n\n\n\n\n\n\n\n---\n\n\nEXHIBIT A \n\n  \n\n\n \n\n\n \n\n Exhibit A", "source": "agreement_35.md" }, { "id": "1566", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |    | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |    | Ref: 20120950-08 |\n\n SCHEDULE E \n\n **Volaris A320-300 Specifications** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| Engines: |    | \\*\\*\\*\\*\\* |\n| Maximum Take-Off Weight (tones): |    | \\*\\*\\*\\*\\* |\n| Maximum Zero Fuel Weight (tones): |    | \\*\\*\\*\\*\\* |\n| Configuration: |    | 174 or 177 or 179 seats as selected by Lessee, provided there is no change to current Galley and Toilet configuration. |\n\n A320-200 Standard Specification Issue 7 – dated 1st March 07 – Reference D 000 02000 with Sharklets Installed.\n\n\n **A320-200 SCN LIST:** \n\n A320-200 Standard Specification Ref issue 7", "source": "agreement_35.md" }, { "id": "1567", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| **A320 RFC** |    | **Title** |\n| |    | \\*\\*\\*\\*\\* |\n| |    | \\*\\*\\*\\*\\* |\n| **ATA 02 Certification** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 03 Weights** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1568", "text": "| **ATA 03 Weights** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 03 Placards and markings** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1569", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **Air Conditioning** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 22 Auto Flight** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 23 Communications** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1570", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 23 Communications** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1571", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1572", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1573", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 29 Hydraulic Power** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 31 Indicating/Recording** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 32 Landing Gear** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 33 Lights** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 34 Navigation** |", "source": "agreement_35.md" }, { "id": "1574", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 34 Navigation** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 35 Oxygen** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 38 Water/Waste** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 46 ATSU** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1575", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 47 Inerting Gas System** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 49 APU** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 51 Structure** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 52 Doors** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 55 Stabilizer** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 56 Windows** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 57 Wings** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1576", "text": "| **ATA 57 Wings** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 71 Power Plant - General** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| **ATA 72 Engines** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1577", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |    | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |    | Ref: 20820950-08 |\n\n \n![LOGO](./agreement_35_files/g500205c6.jpg)\n\n\n\n \n\n\n\n\n\n\n\n---\n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |    | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |    | Ref: 20120950-08 |\n\n \n![LOGO](./agreement_35_files/g500205b3.jpg)\n\n\n\n \n\n\n\n\n\n\n\n---\n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |    | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |    | Ref: 20120950-08 |\n\n \n![LOGO](./agreement_35_files/g500205c1.jpg)\n\n\n\n \n\n\n\n\n\n\n\n---\n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| |    | Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. |    | Ref: 20120950-08 |\n\n \n![LOGO](./agreement_35_files/g500205b2.jpg)", "source": "agreement_35.md" }, { "id": "1578", "text": "| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | |\n| **A320 RFC** |    | **Title** |    | **2012deliveries** |    | **Comments** |\n| |    | Introduction of A320-200 Standard Specification at Issue 6 |    | **X** |    | |\n| |    | Introduction of A320-200 Standard Specification at Issue 7 |    | **X** |    | |\n| ATA 02 |    | Certification |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1579", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 03 |    | Weights |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 03 |    | Placards and markings |    | |    | |", "source": "agreement_35.md" }, { "id": "1580", "text": "| ATA 03 |    | Placards and markings |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1581", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| |    | Air conditioning |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1582", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 22 |    | Auto Flight |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 23 |    | Communications |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1583", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1584", "text": "Page 1 of 3", "source": "agreement_35.md" }, { "id": "1585", "text": "| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | |\n| **A320 RFC** |    | **Title** |    | **2012deliveries** |    | **Comments** |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1586", "text": "| ATA 25 |    | Cabin & cockpit |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1587", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1588", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1589", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1590", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 29 |    | Hydraulic Power |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1591", "text": "Page 2 of 3", "source": "agreement_35.md" }, { "id": "1592", "text": "| | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | |\n| **A320 RFC** |    | **Title** |    | **2012deliveries** |    | **Comments** |\n| ATA 31 |    | Indicating/Recording |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 32 |    | Landing gear |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 33 |    | Lights |    | |    | |", "source": "agreement_35.md" }, { "id": "1593", "text": "| ATA 33 |    | Lights |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 34 |    | Navigation |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1594", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| ATA 35 |    | Oxygen |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 38 |    | Water/Waste |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 46 |    | ATSU |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| ATA 47 |    | Inerting Gas System |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 49 |    | APU |    | |    | |", "source": "agreement_35.md" }, { "id": "1595", "text": "| ATA 49 |    | APU |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 51 |    | Structure |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 52 |    | Doors |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 55 |    | Stabilizers |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 56 |    | Windows |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1596", "text": "| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 57 |    | Wings |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |\n| ATA 71 |    | Power Plant – General |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |\n| ATA 72 |    | Engines |    | |    | |\n| \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | \\*\\*\\*\\*\\* |    | |", "source": "agreement_35.md" }, { "id": "1597", "text": "Page 3 of 3", "source": "agreement_35.md" }, { "id": "1598", "text": "![LOGO](./agreement_35_files/g500205cm1583.jpg)\n\n\n\n\n\n| |\n| --- |\n| |\n| |\n\n\n\n\n\n\n\n---\n\n\n \n\n \n![LOGO](./agreement_35_files/g500205cm1584a.jpg)\n\n\n\n\n\n| |\n| --- |\n| |\n| |\n\n\n\n\n\n\n\n---\n\n\n \n\n \n![LOGO](./agreement_35_files/g500205cm1585.jpg)\n\n\n\n\n\n| |\n| --- |\n| |\n| |\n\n\n\n\n\n\n\n---\n\n\n \n\n \n![LOGO](./agreement_35_files/g500205cm1586.jpg)\n\n\n\n\n\n| |\n| --- |\n| |\n| |\n\n\n\n\n\n\n\n---\n\n\n \n\n \n![LOGO](./agreement_35_files/g500205cm1587.jpg)\n\n\n\n\n\n| |\n| --- |\n| |\n| |\n\n\n\n\n\n\n\n---\n\n\n \n\n \n![LOGO](./agreement_35_files/g500205cm1588.jpg)\n\n\n\n\n\n| |\n| --- |\n| |\n| |", "source": "agreement_35.md" }, { "id": "1599", "text": "SCHEDULE B \n\n Redelivery Condition Requirements", "source": "agreement_35.md" }, { "id": "1600", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| Redelivery Check |    | The next relevant complete block check so that all Airframe inspections and tasks falling due (including without limitation CPCP and SSI programs) within the next check interval\nstipulated in the Manufacturer’s Maintenance Planning Document (previously defined by the Manufacturer as “C” check intervals and, as of the date of this Agreement, \\*\\*\\*\\*\\* Flight Hours, \\*\\*\\*\\*\\* Cycles and \\*\\*\\*\\*\\* Months) in accordance with\nLessee’s Maintenance Program and the then current Manufacturer’s Maintenance Planning Document (to the extent that the Lessee’s Maintenance Program does not comply with the then current Manufacturer’s Maintenance Planning\nDocument) have been accomplished. |\n| | |\n| Airworthiness Standard: |    | Suitable for immediate operation under FAR Part 129 or EU – OPS1 with an FAA Standard Certificate of Airworthiness, or an export certificate of airworthiness from the State\nof Registry to a country designated by Lessor no later than \\*\\*\\*\\*\\* days prior to the Expiry Date which requirements are not further restrictive than those required to operate under FAR part 129. |\n| | |\n| Configuration: |    | The Aircraft shall be in the same configuration as at Delivery or as may otherwise be acceptable to Lessor or permitted or required pursuant to the terms of the\nLease. |\n| | |\n| Livery: |    | Shall be freshly repainted in livery as advised by Lessor no later than \\*\\*\\*\\*\\* month prior to the Expiry Date, which shall be of no more complexity and otherwise reasonably", "source": "agreement_35.md" }, { "id": "1601", "text": "equivalent to Lessee’s livery and with the fuselage and empennage paint stripped, and the wings paint sanded prior to the application of the livery paint. |\n| | |\n| Airworthiness Directives |    | Airworthiness Directives mandated during the Term and which require to be fulfilled before the expiry of the AD Compliance Period shall be accomplished before the Return\nOccasion. |\n| | |\n| Engine Thrust Setting: |    | The Engine Thrust Setting shall be \\*\\*\\*\\*\\* |\n| | |\n| Minimum Engine Cycles: |    | \\*\\*\\*\\*\\* Cycles. |\n| | |\n| Minimum Engine LLP Cycles: |    | \\*\\*\\*\\*\\* Cycles. |\n| | |\n| Minimum Engine Flight Hours: |    | \\*\\*\\*\\*\\* Flight Hours. |\n| | |\n| Required EGT Margin |    | The EGT margin will be sufficient as referenced by Sage/Remote Diagnostics Performance Date and maximum power assurance runs to ensure that the Engine will remain on-wing\n(without restriction) for the Minimum Engine Cycles and Minimum Engine Flight Hours until the next expected removal for an Engine Refurbishment. |\n| | |\n| Minimum Landing Gear Calendar Time: |    | \\*\\*\\*\\*\\* months. |\n| | |\n| Minimum Landing Gear Cycles: |    | \\*\\*\\*\\*\\* Cycles. |\n| | |\n| Landing Gear: |    | Will have full back to birth traceability for Landing Gear Life Limited Components and shall have TSN/TSO and CSN/CSO recorded with wheels and brakes having no more than \\*\\*\\*\\*\\*\nwear. |\n| | |", "source": "agreement_35.md" }, { "id": "1602", "text": "wear. |\n| | |\n| Minimum Component Calendar Life: |    | \\*\\*\\*\\*\\* months. |\n| | |\n| Minimum Component Cycles: |    | \\*\\*\\*\\*\\* Cycles. |\n| | |\n| Minimum Component Flight Hours: |    | \\*\\*\\*\\*\\* Flight Hours. |", "source": "agreement_35.md" }, { "id": "1603", "text": "B-1", "source": "agreement_35.md" }, { "id": "1604", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| Minimum APU Limit: |    | There shall not be more than \\*\\*\\*\\*\\* APU Hours since the last medium repair in accordance with Lessee’s Maintenance Program, which shall include as a minimum a complete\ndisassembly of the power station. |\n| | |\n| Additional Redelivery Condition Requirements: |    | Any replacement life limited Part installed in the Landing Gear and/or Engine(s) during the Term shall have full back-to-birth traceability such that the Aircraft Documents and\nRecords shall clearly demonstrate the history of each such replacement life limited Part back to the original entry into service of that replacement life limited Part. |\n\n\n \n\n B-2", "source": "agreement_35.md" }, { "id": "1605", "text": "SCHEDULE C \n\n Subpart F Indemnity \n\n Lessor has assumed that neither Lessor nor any of the Tax Indemnitees will\nbe subject to United States income tax under Subpart F of the United States Internal Revenue Code of 1986, as amended (the “Code”), with respect to income from the Lease nor will the Aircraft be treated as “United States\nproperty” for purposes of Subpart F of the Code (“Subpart F Assumption”). \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | Usage Covenant: To support Lessor’s or other applicable Tax Indemnitee’s entitlement to the treatment contemplated by the Subpart F Assumption, Lessee agrees\nthat in each calendar year during the Term the Aircraft will be used for the transportation of passengers or property between airports at least one of which is located outside of the United States and the Aircraft will be used predominantly outside\nthe United States. |\n\n For the purpose of paragraph (a), the Aircraft will be considered to be used predominantly\noutside the United States if either: \n\n 1) the Aircraft will be located outside the United States more than \\*\\*\\*\\*\\* per cent of the\ntime; or \n\n 2) more than \\*\\*\\*\\*\\* per cent of the miles traversed in the use of the Aircraft will be traversed outside the United\nStates. \n\n For the purpose of paragraph (a), references to the United States include the Commonwealth of Puerto Rico and the\npossessions of the United States (American Samoa, The Commonwealth of the Northern Mariana Islands, Guam, and The U. S. Virgin Islands) and references to Aircraft include a separate reference to each Engine.", "source": "agreement_35.md" }, { "id": "1606", "text": "Lessee will make available to Lessor any records relating to the use and location of the Aircraft and each Engine, to the extent used\nseparately from the Airframe, that Lessor may reasonably request to fulfill Lessor’s or any Tax Indemnitees’ tax reporting, filing, audit or litigation requirements and will otherwise reasonably co-operate with any reasonable requests of\nLessor with respect to compliance with requirements for achieving the treatment contemplated by the Subpart F Assumption. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | Remedies: If Lessee breaches any of the covenants contained in paragraph (a), Lessor or the relevant Tax Indemnitee shall be entitled to receive as an indemnity,\nsubject to Section 5.10 of the Common Terms Agreement, the amount of U. S. income tax that would not have been incurred but for the loss of the tax treatment contemplated by the Subpart F Assumption relating in whole, or in part, to such breach\nplus the amount of any interest, penalties and additions to tax payable by Lessor or the relevant Tax Indemnitee. Any such indemnity payments will be due within \\*\\*\\*\\*\\* days after Lessee’s receipt of a written notice from Lessor describing in\nreasonable detail the circumstances of such loss, the amount of such loss, and the payment due. |\n\n\n \n\n C-1", "source": "agreement_35.md" }, { "id": "1607", "text": "SCHEDULE D \n\n **CONFIDENTIAL COMMERCIAL TERMS** \n\n INTENTIONALLY OMITTED FROM THE VERSION OF\nTHIS DOCUMENT FILED \n\n WITH THE FAA AS CONTAINING CONFIDENTIAL AND PROPRIETARY \n\n\nINFORMATION. \n\n\n \n\n D-1", "source": "agreement_35.md" }, { "id": "1608", "text": "SCHEDULE D \n\n **CONFIDENTIAL COMMERCIAL TERMS** \n\n Lessor and Lessee hereby agree that the definitions and\nother commercial terms set forth in this Schedule D shall apply to the lease of the Aircraft under this Aircraft Lease Agreement. \n\n In\naddition, Lessor and Lessee understand and agree that the commercial and financial information contained in this Schedule D are considered by Lessor and Lessee as proprietary and confidential. Lessor and Lessee each hereby agree, and any of their\nassignees, upon becoming such shall agree that it will treat this Schedule D as proprietary and confidential and will not, without the prior written consent of the other, disclose or cause to be disclosed, the terms hereof or thereof to any Person,\nexcept to its agents, representatives, advisors, employees, counsel, underwriters, auditors, investors, financing parties, head lessors and sub-lessees as necessary or appropriate for the leasing transaction which is the subject hereof, or except\n(a) as may be required by applicable Law or pursuant to an order, or a valid and binding request, issued by any court or other Government Entity having jurisdiction over Lessor, Lessee or the assignee of either of them, as the case may be, or\n(b) as necessary to enable Lessor or its assignee to make transfers, assignments or other dispositions to potential transferees, assignees or participants of its interest in and to the Lease. \n\n\nIn connection with any such disclosure or any filing of the information contained herein or therein pursuant to any such applicable Law, Lessor, Lessee\nor the assignee of either of them, as the case may be, shall request and use its all reasonable efforts to obtain confidential treatment of this Schedule D and the other party will cooperate in making and supporting any such request for confidential\ntreatment.", "source": "agreement_35.md" }, { "id": "1609", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| |\n| **Guarantee** |\n| | |\n| Guarantee required: |    | \\*\\*\\*\\*\\* |\n| | |\n| Guarantor: |    | \\*\\*\\*\\*\\* |\n| |\n| **Payments** |\n| | |\n| Rent: |    | Rent shall be payable monthly in advance in an amount calculated pursuant to the formula below:\n  \\*\\*\\*\\*\\* On the Quotation Date (as defined below), GECAS shall provide either: \\*\\*\\*\\*\\*\n\\*\\*\\*\\*\\* shall request each dealer for quotes on \\*\\*\\*\\*  \nFor purposes hereof, the term “**Quotation Date**” means the date \\*\\*\\*\\*\\* prior to the delivery date of each\naircraft. |\n| | |\n| Supplemental Rent Applies: |    | \\*\\*\\*\\*\\* |\n| | |\n| Supplemental Rent Redelivery Adjustment Payments Applies: |    | \\*\\*\\*\\*\\* |\n| | |\n| Lessor Maintenance Contribution Obligation Applies: |    | \\*\\*\\*\\*\\* Provided no Default has\noccurred and is continuing, Lessor will pay (as a separate and independent obligation and not as a return of Supplemental Rent) the following amounts to Lessee by way of \\*\\*\\*\\*\\*\n  \\*\\*\\*\\*\\*  \n\\*\\*\\*\\*\\*   \\*\\*\\*\\*\\*   \\*\\*\\*\\*\\*\n  \\*\\*\\*\\*\\*", "source": "agreement_35.md" }, { "id": "1610", "text": "\\*\\*\\*\\*\\*   \\*\\*\\*\\*\\*   \\*\\*\\*\\*\\*\n  \\*\\*\\*\\*\\*  \n\\*\\*\\*\\*\\*   (E) In respect of any amounts which, but for the continuance of an Event of Default, would have been paid to or for the benefit of Lessee pursuant to paragraphs\\*\\*\\*\\*\\*\n  All invoices submitted for a Lessor contribution must \\*\\*\\*\\*\\*\n  Lessor accepts that Lessee may not be able to \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1611", "text": "| | | | | | | | | | | | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | | | | | | | | | | | |\n| | |\n| Assumed Ratio\nAdjustment Table:                    \n |    | Applicable Assumed Ratio Adjustment Table for each Engine prior to the first Engine Refurbishment of that Engine since new: |\n| | | | | | | | | | |\n| |    | Hour Cycle\nRatio: |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |   | \\*\\*\\*\\*\\*     |\n| | | | | | | | | | |\n| |    | Engine\nSupplemental Rent Rate: |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1612", "text": "| | |\n| |    | Applicable Assumed Ratio Adjustment Table for each Engine following the first Engine Refurbishment of that Engine since new: |\n| | | | | | | | | | |\n| |    | Hour Cycle\nRatio: |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |\n| | | | | | | | | | |\n| |    | Engine\nSupplemental Rent Rate: |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |   | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1613", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| Engine Supplemental Rent Rate: |    | In lieu of Lessee making full cash Engine Supplemental Rent payments on a monthly basis, Lessee shall\n  (a)    \\*\\*\\*\\*\\*\n  (i)     \\*\\*\\*\\*\\*\nand  \n(ii)    \\*\\*\\*\\*\\* following the completion of the \\*\\*\\*\\*\\* and\n \n(b)    \\*\\*\\*\\*\\* |\n| | |\n| Engine Supplemental Rent Letter of Credit: |    | Lessee shall provide \\*\\*\\*\\*\\* on the \\*\\*\\*\\*\\* with irrevocable, standby Letters of Credit which shall secure Lessee’s \\*\\*\\*\\*\\*\n  Lessee agrees that it shall provide a such Supplemental Rent Letter of\n\\*\\*\\*\\*\\*   \\*\\*\\*\\*\\*\n  \\*\\*\\*\\*\\*  \n\\*\\*\\*\\*\\*   Following redelivery of the Aircraft in accordance with the Lease, \\*\\*\\*\\*\\* |\n| | |\n| Engine\nRefurbishment: |    | For the purposes of this Aircraft Lease Agreement, Lessor and Lessee agree that:   (a)**Engine Refurbishment** shall mean, with respect to any Engine, an engine shop visit at which a \\*\\*\\*\\*\\*\n  (b)**Engine\nManufacturer Maintenance Management Plan** shall mean the recommended maintenance program for an Engine issued by the Engine Manufacturer as in effect at the time of any applicable determination; and\n  (c)    Engine", "source": "agreement_35.md" }, { "id": "1614", "text": "(c)    Engine\nSupplemental Rent payments made by Lessee and any payment by Lessor by way of \\*\\*\\*\\*\\*   LPC: \\*\\*\\*\\*\\* FAN: \\*\\*\\*\\*\\*\nHPC: \\*\\*\\*\\*\\* HPT: \\*\\*\\*\\*\\* LPT: \\*\\*\\*\\*\\* |\n| | |\n| Engine LLP Supplemental\nRent Rate: |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1615", "text": "B-2", "source": "agreement_35.md" }, { "id": "1616", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| Airframe 6 Year Structural Check Supplemental Rent Rate: |    | \\*\\*\\*\\*\\* for each calendar \\*\\*\\*\\*\\* |\n| | |\n| Airframe 12 Year Structural Check Supplemental Rent Rate: |    | |", "source": "agreement_35.md" }, { "id": "1617", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| APU Supplemental Rent\nRate: |    | \\*\\*\\*\\*\\* |\n| | |\n| Landing Gear Supplemental Rent\nRate: |    | \\*\\*\\*\\*\\* for each calendar \\*\\*\\*\\*\\* |\n| | |\n| Annual Supplemental Rent\nAdjustment: |    | \\*\\*\\*\\*\\* The Supplemental Rent Rates shown will be escalated from \\*\\*\\*\\*\\* |\n| | |\n| Deposit: |    | Lessee shall pay a Deposit \\*\\*\\*\\*\\* in an amount equal to the sum of \\*\\*\\*\\*\\* payable at the following times and in the following\namounts:  \na)      \\*\\*\\*\\*\\* and\n  b)      an\namount equal to \\*\\*\\*\\*\\*   Lessee shall have the option to replace all or part\nof the Deposit \\*\\*\\*\\*\\* |\n| |\n| **Technical** |\n| | |\n| AD Sharing Applies: |    | \\*\\*\\*\\*\\* |\n| | |\n| AD Threshold: |    | \\*\\*\\*\\*\\* |\n| | |\n| AD Factor: |    | \\*\\*\\*\\*\\* |\n| | |\n| AD Compliance Period: |    | \\*\\*\\*\\*\\* |\n| | |\n| Airframe Structural Check |    | \\*\\*\\*\\*\\* |\n| | |\n| PMA Parts |    | PMA Parts may be installed in the Airframe provided always that such parts:", "source": "agreement_35.md" }, { "id": "1618", "text": "| | |\n| PMA Parts |    | PMA Parts may be installed in the Airframe provided always that such parts:\n  (a)    \\*\\*\\*\\*\\*\n  (b)    \\*\\*\\*\\*\\*\n  Lessor and Lessee agree to continue to discuss, in good faith, whether\n\\*\\*\\*\\*\\* |\n| | |\n| Airframe 4C/6 Year Check\nSupplemental Rent |    | The definition of “Airframe 4C/6 Year Check Supplemental Rent” in the CTA shall be amended and restated in its entirety as follows and all references in the CTA to\n“Airframe 4C/6 Year Check Supplemental Rent” shall be deemed references to Airframe 6 Year Check Supplemental Rent: \\*\\*\\*\\*\\* |\n| | |\n| Airframe 8C/12 Year Check\nSupplemental Rent |    | The definition of “Airframe 8C/12 Year Check Supplemental Rent” in the CTA shall be amended and restated in its entirety as follows and all references in the CTA to\n“Airframe 8C/12 Year Check Supplemental Rent” shall be deemed references to Airframe 12 Year Check Supplemental Rent: \\*\\*\\*\\*\\* |\n| |\n| **Insurance** |\n| | |\n| Agreed Value: |    | \\*\\*\\*\\*\\* |\n| | |\n| Damage Notification\nThreshold: |    | \\*\\*\\*\\*\\* |\n| | |\n| Deductible Amount: |    | \\*\\*\\*\\*\\* |\n| | |\n| Minimum Liability\nCoverage: |    | \\*\\*\\*\\*\\* |\n| |", "source": "agreement_35.md" }, { "id": "1619", "text": "| | |\n| Minimum Liability\nCoverage: |    | \\*\\*\\*\\*\\* |\n| |\n| **Other** |\n| | |\n| Permitted Sub-Lessees |    | \\*\\*\\*\\*\\* |", "source": "agreement_35.md" }, { "id": "1620", "text": "B-3", "source": "agreement_35.md" }, { "id": "1621", "text": "EX-4.22\n7\nd311295dex422.htm\nFORM OF SERVICING AGREEMENT\n\nForm of Servicing Agreement\n**Exhibit 4.22** \n\n **SERVICING AGREEMENT** \n\n **(msn(s)\n            )** \n\n THIS SERVICING AGREEMENT dated as of\n                     (this “Agreement”), is among BBAM LLC, a Delaware limited liability company (“BBAM”),\nBBAM AVIATION SERVICES LIMITED, a company incorporated under the laws of Ireland (“BBAM Ireland” and together with BBAM, the “Servicers,” each a “Servicer”) and [ENTITY NAME], a\n                 company (the “Company”). \n\n [WHEREAS, the Company holds 100% of the beneficial interest in an owner trust created pursuant to that certain Trust Agreement dated\n                 between Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee (the “Owner\nTrustee”) and the Company (as the same may be amended, supplemented, assigned and assumed from time to time, the “Trust”);] \n\n WHEREAS, the [Owner Trustee / Company] is the owner of that certain              aircraft bearing manufacturer’s serial number\n           (the “Aircraft”) and has leased the Aircraft pursuant to that certain Aircraft Lease Agreement dated\n           (as the same may be amended, novated, supplemented or modified from time to time, the “Lease,” which term shall include any subsequent leases for the Aircraft\nduring the term of this Agreement) between the [Owner Trustee / Company] and              (the “Lessee”); and", "source": "agreement_36.md" }, { "id": "1622", "text": "WHEREAS, the Company wishes to engage BBAM and BBAM Ireland, collectively, as Servicers to provide certain administrative and management\nservices with respect to the Aircraft during the term of the Lease and each of BBAM and BBAM Ireland hereby accepts such appointment and agrees to provide such services, all in accordance with the terms hereof. \n\n\nNOW, THEREFORE, it is agreed as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 1. | Administration and Servicing Obligations. |\n\n The Company hereby appoints BBAM and BBAM Ireland, collectively, to act as the exclusive servicer in respect of its interest in the Aircraft and the Lease and for the acquisition and disposition of the\nAircraft in accordance with the terms and provisions of this Agreement and for the purposes described herein. Pursuant to this appointment, BBAM and BBAM Ireland will perform the services listed in Schedule 1 to this Agreement (the\n“Services”). \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2. | Compensation for Services. |\n\n In consideration of the Servicers performing the Services, the Company shall pay a fee equal to 3.5% of the monthly rents (excluding maintenance reserves or other supplemental rent) actually collected\n(including the application of a deposit for monthly rent owed) which fee shall be deemed fully earned upon receipt of any monthly rent (the “Servicing Fee”).", "source": "agreement_36.md" }, { "id": "1623", "text": "In addition, the Company shall pay to the Servicers an administrative fee of $1,000 per\nmonth (“Administrative Fee”), which shall be deemed fully earned upon the first day of each calendar month and which shall be prorated for any partial month. \n\n In addition to the Servicing Fee and Administrative Fee, the Company shall pay to the Servicers a fee equal to 1.5% of the gross consideration collected with respect to the sale of the Aircraft, which\nsuch fee shall be deemed fully earned upon receipt of such sales proceeds and shall be paid upon such receipt (the “Disposition Fee); provided however, no Disposition Fee shall be payable on the sale of the Aircraft related to a\nrefinancing or a transfer of the Aircraft among the Company’s subsidiaries. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3. | Servicer’s Expenses. |\n\n\nExcept as provided in Section 4 hereof, all reasonable out-of-pocket expenses (including without limitation, reasonable\nattorneys’ fees) incurred by each Servicer (and its delegee, if any) in connection with the production of any letter of intent, sale or lease agreement or any agreement or other document in connection with the performance of its duties and\nobligations hereunder, including, without limitation, the sale or lease of the Aircraft (including marketing material) or for promotional advertising, travel or any other expenses incurred in connection with the performance of its duties and\nobligations hereunder including, without limitation, arranging such sale or lease, and any other reasonable out-of-pocket expenses incurred by the Servicers in performing the Services, will be reimbursable by the Company to each Servicer upon\nreceipt of invoice. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 4. | Other Parties. |", "source": "agreement_36.md" }, { "id": "1624", "text": "| | | |\n| --- | --- | --- |\n|   | 4. | Other Parties. |\n\n\nIt is acknowledged and agreed that the Servicers may, in order to discharge the Services, engage other parties to provide services or\nrender advice where the Servicers believe this is appropriate; provided that any such other party is reputable in the industry and selected in good faith by the Servicers in accordance with prudent aircraft leasing practices. Such engagement shall\nbe at the Servicers’ expense and shall not in any way affect the Servicers’ responsibility to the Company to provide the Services. Notwithstanding the foregoing, the Servicers may assign any of its rights to receive payment under this\nAgreement. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 5. | Standard of Care; Limitations on Liability; Indemnity. |\n\n Subject to the provisions of this Agreement, the Servicers shall use reasonable care and diligence at all times in the performance of the Services (i) consistent with the customary commercial\npractice of major international aircraft lessors in the management, servicing and marketing of commercial jet aircraft and related assets and (ii) with no less reasonable care and diligence as the Servicers would use in providing the Services\nwith respect to other aircraft that are owned or managed by the Servicers. \n\n Neither BBAM nor BBAM Ireland nor any affiliate of\nBBAM and BBAM Ireland to whom duties of BBAM and BBAM Ireland are delegated pursuant to this Agreement, nor any agent, contractor, vendor, member, partner, manager, director, officer, employee of BBAM or BBAM Ireland or any such affiliate or any\nother person who serves at the request of any of the \n\n\n \n\n -2-", "source": "agreement_36.md" }, { "id": "1625", "text": "foregoing in connection with this Agreement (each severally, a “BBAM Covered Person”) shall be liable, responsible or accountable in damages or otherwise to the Company for any losses,\ndamages, liabilities, demands or expenses suffered by the Company or which directly or indirectly arise out of, in connection with or related to, the performance by BBAM, BBAM Ireland or any BBAM Covered Person of this Agreement or any mistakes of\njudgment or for action or inaction, except to the extent arising out of the gross negligence or willful misconduct of BBAM, BBAM Ireland or such BBAM Covered Person in performance of the Services. In no case shall the liability of the Servicers\nexceed the revenues actually received by the Servicers from the Company pursuant to this Agreement. \n\n The Company agrees on\ndemand to indemnify and hold harmless the Servicers and any BBAM Covered Person from and against all claims, demands, costs, expenses and liabilities incurred by the Servicers or any BBAM Covered Person arising out of the performance by the\nServicers or any BBAM Covered Person of its obligations under this Agreement, unless caused by the gross negligence or willful misconduct of the Servicers or any BBAM Covered Person in performance of its services under this Agreement. The\nobligations of the Company under this Section 5 shall survive the termination of this Agreement pursuant to Section 10 hereof. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 6. | Transaction Approval Requirements. |\n\n The Servicers shall not do any of the following without the prior approval of the Company:", "source": "agreement_36.md" }, { "id": "1626", "text": "The Servicers shall not do any of the following without the prior approval of the Company: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | sell (or enter into any agreement to sell) or otherwise dispose of the Aircraft (excluding any sale or exchange of any Engine, parts or components thereof or aircraft\nor engine spare parts or ancillary equipment or devices furnished therewith) forming part of the Aircraft; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | enter into any new lease (or any renewal or extension of an existing Lease); |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | terminate any Lease with respect to the Aircraft except in the case of an actual or likely lessee default, bankruptcy or insolvency; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | enter into on behalf of the Company any order or commitment to acquire Aircraft, engines or any part thereof; and |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | make or consent to any material modification (to the extent that either Servicer has any right to make, consent to, or prevent any modification) to any required\ninsurance or cause the Aircraft to be employed in any place or in any manner or for any purpose inconsistent with the terms of or outside the coverage provided by any required insurance. |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 7. | Notices. |", "source": "agreement_36.md" }, { "id": "1627", "text": "| | | |\n| --- | --- | --- |\n|   | 7. | Notices. |\n\n Any notice or\ncommunication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, telex, facsimile (confirmed as received by the recipient) or cable to the respective addresses or telex or fax numbers given\nbelow or such other address or telex or fax number as the recipient may have notified to the sender in writing. Proof of posting or dispatch shall be deemed proof of receipt: \n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | in the case of a letter, on the fifth business day after posting; |\n\n\n \n\n -3-", "source": "agreement_36.md" }, { "id": "1628", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | in the case of a telex or cable, on the business day immediately following the date of dispatch; and |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | in the case of a facsimile, on the date on which the recipient confirms receipt: |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| to BBAM at: |   | 50 California Street, 14th Floor |\n| |   | San Francisco, CA 94111 |\n| |   | Facsimile:       415-618-3337 |\n| |   | Attention:       General Counsel |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| to BBAM Ireland at: |   | West Pier, Dun Laoghaire |\n| |   | County Dublin, Ireland |\n| |   | Facsimile:       +353-1-231-1901 |\n| |   | Attention:       General Counsel |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| to the Company at: |   | [                            \n] |\n| |   | [                            \n] |\n| |   | [                            \n] |\n| |   | [                            \n] |\n\n Any party by notice given in accordance with this Section 7 to the other party may designate another\naddress or person for receipt of notices hereunder.", "source": "agreement_36.md" }, { "id": "1629", "text": "| | | |\n| --- | --- | --- |\n|   | 8. | Governing Law. |\n\n This\nAgreement is governed by, and shall be construed in accordance with, the laws of the State of New York. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 9. | Non-Exclusive Jurisdiction in New York. |\n\n The parties hereby consent to the non-exclusive jurisdiction of any state or Federal court located in the County of New York, New York. Nothing herein will prevent any party from bringing suit in any\nother appropriate jurisdiction. The parties hereby agree that service of process may be made upon each of them by mailing copies of the summons and complaint to the person to be served by air mail, certified or registered mail to the address set\nforth in Section 7, postage prepaid, return receipt requested, or in accordance with the Hague Convention, if applicable. \n\n\n \n\n -4-", "source": "agreement_36.md" }, { "id": "1630", "text": "| | | |\n| --- | --- | --- |\n|   | 10. | Termination, Resignation. |\n\n\nThe parties hereto agree that the Company’s obligations hereunder, BBAM’s and BBAM Ireland’s appointment as Servicer, the\nServicers’ right to receive the Servicing Fee and other compensation pursuant to Section 2 shall terminate if a Termination Event shall occur, and provided that the Servicers shall not have remedied such Termination Event within the\napplicable cure periods described below. For purposes of this Section 10, each of the events described in the following paragraphs shall constitute a Termination Event: \n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | the insolvency of the Servicers or the commencement of any voluntary or involuntary bankruptcy, insolvency, liquidation, winding-up or similar proceedings in relation\nto the Servicers; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | the Servicers shall make a general assignment for the benefit of its creditors; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | a material breach by the Servicers of any one or more of the obligations contained in this Agreement which shall continue unremedied for a period of 30 days after\nwritten notice thereof by the Company; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | the Aircraft shall cease to be owned by the Company; or |", "source": "agreement_36.md" }, { "id": "1631", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | the Servicers cease to be actively involved in the aircraft leasing business. |\n\n At any time during the term of this Agreement, each of BBAM and BBAM Ireland shall be entitled to resign as servicer if the Company shall fail to pay in full any Servicing Fee, Administrative Fee,\nreimbursable expense or such other amount payable to the Servicers hereunder within 5 days after receipt of written notice from the Servicers of such failure. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 11. | Confidentiality. |\n\n This\nAgreement is confidential and neither party shall disclose any or all of its content to any third party, other than to its affiliates and, in the case of the Servicers, any party to which it makes a delegation pursuant to Section 4 hereof,\nwithout the prior consent of the other party. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 12. | Counterparts. |\n\n This\nAgreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. \n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 13. | Amendment. |\n\n This\nAgreement shall not be amended or varied otherwise then by an instrument in writing executed by the parties hereto. \n\n\n \n\n -5-", "source": "agreement_36.md" }, { "id": "1632", "text": "| | | |\n| --- | --- | --- |\n|   | 14. | Illegality. |\n\n If\nany provision of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired \n\n\n \n\n -6-\n\n\n\n\n\n\n\n\n---\n\n\nIN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the\ndate first above written. \n\n\n**[                        \n    ]** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| | |\n| By: |   |   |\n| Name: |   | |\n| Title: |   | |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **BBAM LLC** |\n| | |\n| By: |   |   |\n| Name: |   | |\n| Title: |   | |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **BBAM AVIATION SERVICES LIMITED** |\n| | |\n| By: |   |   |\n| Name: |   | |\n| Title: |   | |", "source": "agreement_36.md" }, { "id": "1633", "text": "EX-4.7\n2\nv338183\\_ex4-7.htm\nEXHIBIT 4.7\n\n\n\n**Exhibit 4.7**\n\n\n\n**English Summary\nof the Capital Lease Agreement dated as of October 23, 2012, by and among Minsheng Hongtai (Tianjin) Aviation Leasing Co., Ltd.\nand Henan Xinyuan Real Estate Co., Ltd. (hereinafter the “Agreement”) (No. MSHT-2012-0001-F-ZZ)** **(Original Language:\nChinese)**\n\n\n\n**Parties**\n\n\nLessor: Minsheng Hongtai\n(Tianjin) Aviation Leasing Co., Ltd.(“Minsheng”).\n\n\nLessee: Henan Xinyuan\nReal Estate Co., Ltd. (“Henan Xinyuan”).\n\n\n \n\n\n**Recital**\n\n\nPer Henan Xinyuan’s\nrequest, Minsheng entered into a purchase and sale agreement (the “Purchase Agreement”) with Gulfstream Aerospace Corporation\n(the “Supplier”) on September 30, 2011 for the purchase of a Gulf 450 aircraft (the “Aircraft”). The Parties\nvoluntarily enter into this Agreement under the PRC law to create a capital lease on the Aircraft.\n\n\n \n\n\n**Nature of the Agreement**\n\n\nThe Agreement is a “capital\nlease agreement” defined in Article 14 of PRC Contract Law. Henan Xinyuan leases the Aircraft from Minsheng, who purchased\nthe Aircraft in order to lease it to Henan Xinyuan. Henan Xinyuan shall pay rent to Minsheng as provided in this Agreement.\n\n\n \n\n\n**Aircraft**\n\n\nThe Aircraft was acquired\nby Minsheng pursuant to the Purchase Agreement, and includes relevant parts and files.", "source": "agreement_37.md" }, { "id": "1634", "text": "**Aircraft**\n\n\nThe Aircraft was acquired\nby Minsheng pursuant to the Purchase Agreement, and includes relevant parts and files.\n\n\n\n**Purchase, Delivery\nand Registration of the Aircraft**\n\n\nMinsheng’s actual\ncosts under the Agreement is RMB215.4 million, subject to changes in the exchange rate and other changes. Minsheng shall provide\nwritten notice to Henan Xinyuan 30 days prior to the delivery of the Aircraft by the Supplier. Both Parties shall attend the inspection\nat the time of the delivery, and Henan Xinyuan may instruct Minsheng to accept or refuse to accept the delivery pursuant to the\nPurchase Agreement. Upon acceptance of the Aircraft, Minsheng shall deliver the Aircraft to Henan Xinyuan immediately at the same\nplace. Henan Xinyuan shall assist Minsheng in handling the various registration formalities of the Aircraft within 30 days of acceptance.\nHenan Xinyuan undertakes to maintain the Aircraft in good condition and ensure that there is no unpaid fees incurred or liens on\nthe Aircraft.\n\n\n \n\n\n**Quality, Warranty\nand Compensation**\n\n\nMinsheng does not provide\nany warranty to the condition, design, fitness for sale or operation or proprietary rights (including intellectual rights) of the\nAircraft so long as Minsheng accepts the Aircraft from the Supplier solely under the instruction of Henan Xinyuan. Any indemnity\nand warranty claims shall be made by Henan Xinyuan to the Supplier, and Minsheng is not liable for any such claims. Henan Xinyuan\nshall be entitled to all of Minsheng’ rights under the Purchase Agreement relating to product services and Minsheng shall\nduly assign such rights upon the execution of the Agreement.\n\n\n\n\n\n\n| |\n| --- |\n| 1 |\n\n\n\n\n| |\n| --- |\n| |", "source": "agreement_37.md" }, { "id": "1635", "text": "| |\n| --- |\n| 1 |\n\n\n\n\n| |\n| --- |\n| |\n\n\n\n\n**Tax and Expenses’\nReimbursement**\n\n\nHenan Xinyuan shall be\nresponsible for all taxes in relation to the Aircraft and Minsheng’s taxes in relation to the capital lease, together with\nexpenses in relation to Aircraft and the performance of this Agreement and the Purchase Agreement. If Minsheng incurs such expenses,\nHenan Xinyuan is responsible to reimburse Minsheng for such expenses.\n\n\n\n**Term and the Starting\nDate of the Lease**\n\n\nThe term of the lease\nunder the Agreement shall be 96 months, starting from 15 days after the scheduled delivery date of the Aircraft. The Aircraft is\nset to be delivered to Minsheng on June 1, 2013 pursuant to the Purchase Agreement.\n\n\n\n**Lease Payments**\n\n\nHenan Xinyuan must pay\nrent every three month in the amount and on the dates set forth in the payment calendar attached as Appendix III to the Agreement.\nThe total amount of the lease is approximately RMB227.0 million. 32 installments shall be made with each rent payment in the amount\nof RMB7.1 million. The lease interest shall be calculated as equal to People’s Bank of China’s five year benchmark\nlending rate (“PBOC Benchmark Rate”) increased by 13%. The interest rate at the time of the Agreement shall be 7.4015%.\nThe lease payment shall be adjusted in accordance with changes in the PBOC Benchmark Rate. Henan Xinyuan shall pay a pre-lease\ninterest in the amount of approximately RMB8.0 million. In addition, Henan Xinyuan shall pay a deposit in the amount of RMB42.1\nmillion.\n\n\n\n**Title of the Aircraft**", "source": "agreement_37.md" }, { "id": "1636", "text": "**Title of the Aircraft**\n\n\nThe title of the Aircraft\nbelongs to Minsheng. During the lease term, neither Party may sell or transfer possession of the Aircraft. Minsheng may pledge\nthe Aircraft or place other security interests on the Aircraft to the extent not to interfere with Henan Xinyuan’s ordinary\nuse of the Aircraft.\n\n\n \n\n\n**Possession, Operation\nand Use of the Aircraft**\n\n\nDuring the lease term,\nHenan Xinyuan has the right to possess, use or manage the Aircraft. Except in case of Henan Xinyuan’s default, Minsheng shall\nnot interfere with Henan Xinyuan’s use of the Aircraft and shall otherwise compensate Henan Xinyuan for direct losses as\na result of such interference. Upon Minsheng’s prior written consent, Henan Xinyuan may sublease the Aircraft as long as\nit does not diminish the Aircraft’s value or affect Henan Xinyuan’s obligations under this Agreement.\n\n\n \n\n\n**Damage and Destruction\nof the Aircraft**\n\n\nThe risks of damage and\ndestruction of the Aircraft shall be borne by Henan Xinyuan. Henan Xinyuan bears the obligation of repairing the Aircraft in case\nof damage. If the Aircraft is destructed, Minsheng may terminate this Agreement and issue Lease Termination Notice, attached to\nthe Agreement as Appendix VI; Henan Xinyuan shall make payments according to the Lease Termination Notice, following which Henan\nXinyuan shall obtain all interest to the Aircraft, including interest under insurance contracts.\n\n\n\n**Insurance**", "source": "agreement_37.md" }, { "id": "1637", "text": "**Insurance**\n\n\nHenan Xinyuan shall,\nat its own expense, maintain insurance at all times during the lease term in full force and effect in respect of the Aircraft,\nin the amount equal to 105% of the value of the Aircraft. The insurance company to issue such insurance shall be confirmed by Minsheng.\nThe beneficiary of such insurance shall be Minsheng.\n\n\n \n\n\n\n\n\n| |\n| --- |\n| 2 |\n\n\n\n\n| |\n| --- |\n| |\n\n\n\n \n\n\n**Representations\nand Warranties**\n\n\nMinsheng represents that\nit is qualified under the PRC law and regulations to conduct capital lease business, that it has acquired all authorizations and\napprovals to enter into the Agreement and that it is duly authorized to enter into the Agreement. Henan Xinyuan represents that\nit has the capacity to enter into the Agreement, that it has acquired all rights and approvals to enter into the Agreement and\nthat it is duly authorized to enter into the Agreement. Henan Xinyuan further represents that performing its obligations under\nthe Agreement shall not conflict with its Articles of Associations, by-laws, any laws or regulations, or any other agreements to\nwhich it is a party.\n\n\n \n\n\n**Manager**\n\n\nHenan Xinyuan shall appoint\na management company to operate and manage the Aircraft, who shall be confirmed by Minsheng. Minsheng, Henan Xinyuan and the administrator\nshall enter into an aircraft management agreement as attached in Appendix IX. Notwithstanding the foregoing, Henan Xinyuan shall\nremain as the primary obligor under the Agreement.\n\n\n \n\n\n**Liabilities for\nBreaches**", "source": "agreement_37.md" }, { "id": "1638", "text": "**Liabilities for\nBreaches**\n\n\nMinsheng is liable for\nany claims brought by the Supplier for its default in payment under the Purchase Agreement. It shall indemnify Henan Xinyuan for\nany direct loss as a result of delay in the Supplier's delivery of the Aircraft caused by any default in Minsheng's payment under\nthe Purchase Agreement. In addition, if Henan Xinyuan unable to possess over the Aircraft for reasons caused by Minsheng, Minsheng\nshall compensate Henan Xinyuan for any direct loss incurred. If such delay exceeds 90 days, Henan Xinyuan shall be entitled to\nterminate the Agreement.\n\n\n \n\n\nIf Henan Xinyuan fails\nto pay rent, interest or other expenses on time, it shall pay penalty to Minsheng, calculated as 0.05% per day of the outstanding\namount compounded by quarter until the outstanding amount is paid in full.\n\n\n \n\n\nAny of the following\nevents constitutes fundamental breach by Henan Xinyuan: default in rent payment or pre-lease interest payment, misrepresentation\nin the Agreement, delay in registration of the Aircraft for more than 30 days, any violation of ownership rights, operation, maintenance\nand insurance requirement of the Aircraft under the Agreement, no ratification by Henan Xinyuan after 10 business days from Minsheng's\nnotice of violation under the Agreement, any compulsory sale by the supervisory authority or a court as a result of disputes in\noperation of the Aircraft, any default prior to the lease start date, occurrence of any material changes, any material default\nunder Henan Xinyuan' agreements with the third party, or failure to pay debt obligations, any other defaults that may materially\nharm Minsheng's interest and any default by the guarantor under the guarantee agreement entered into pursuant to this Agreement.", "source": "agreement_37.md" }, { "id": "1639", "text": "Any of the following\nevents prior to the start date of the lease constitutes fundamental breach by Henan Xinyuan: default in pre-lease interest payment,\nMinsheng's failure to receive the Aircraft on schedule caused by Henan Xinyuan, failure to confirm on Minsheng's notice of the\npurchase payment of the Aircraft and failure to issue acceptance notice of the Aircraft prior to the lease start date.\n\n\n \n\n\n\n\n\n| |\n| --- |\n| 3 |\n\n\n\n\n| |\n| --- |\n| |\n\n\n\n \n\n\nAny of the following\nevents constitute a material change: cease of operation, reduction in capital, spin-off, bankruptcy or severe worsening of Henan\nXinyuan's financial condition, reorganization, consolidation, issuance of guarantee or transfer of all or substantially all of\nits assets that may affect its ability to fulfill the obligation under the Agreement, any seizure of the Aircraft or other events\nthat may affect the operation of the Aircraft which is not cured by Henan Xinyuan within 15 business days, any unfair sale, transfer\nor lease of Henan Xinyuan's business or assets that is not conducted in the ordinary course of business, any fraud committed by\nHenan Xinyuan during the term of this Agreement and other material events that may affect the performance of obligation under the\nAgreement.", "source": "agreement_37.md" }, { "id": "1640", "text": "If Henan Xinyuan commits\na fundamental breach, Minsheng’s remedies include (1) demanding all unpaid rent due, remaining rent not yet due, penalty\ninterest, damages and other expenses from Henan Xinyuan; (2) repossession of the Aircraft without judicial procedure; (3) demanding\nall damages and expenses as a result of Henan Xinyuan’s breach including litigation costs and attorney fees; and (4) termination\nof this Agreement, etc. Minsheng may additionally demand that Henan Xinyuan shall indemnify Minsheng for payments made and expenses\nincurred in sale or disposal of the Aircraft and other remedies in relation to sale or disposal of the Aircraft.\n\n\n\n**Transfer and Pledge\nof Contractual Rights**\n\n\nMinsheng can transfer\nall or part of the rights under the Agreement to a third party without prior consent by Henan Xinyuan. However, such transfer or\nany pledge of the Aircraft shall not interfere with Henan Xinyuan’s rights and obligations under the Agreement.\n\n\n \n\n\nWithout prior written\napproval by Minsheng, Henan Xinyuan shall not assign or pledge any rights or obligations under the Agreement.\n\n\n \n\n\n**Option at the End\nof the Lease**\n\n\nHenan Xinyuan shall purchase\nthe Aircraft at the end of the lease term upon full payment of all rents and other payment under the Agreement. The deposit in\nthe amount of RMB42.1 million may be used as full and final payment to Minsheng to purchase the Aircraft. Henan Xinyuan may purchase\nthe Aircraft at any time during the term of the Agreement upon full payment of unpaid rent.\n\n\n \n\n\n**Governing Law and\nDispute Resolution**", "source": "agreement_37.md" }, { "id": "1641", "text": "**Governing Law and\nDispute Resolution**\n\n\nThe Agreement shall be\ngoverned by the PRC law. Either Party may bring claim to the court in Tianjin that has jurisdiction with respect to unsettled dispute\nunder the Agreement.\n\n\n \n\n\n**Omitted or Abridged\nTerms:** Inspection, Repair, Maintenance and Rescue of the Aircraft; Government Confiscation and War; Payment, Pay-off Order\nand Discharge of Payment; Disclosure and Confidentiality; Execution, Amendment and Termination of the Agreement; Appendixes and\nNumber of Copies of the Agreement; Form of Communication; Place of Signing and Miscellaneous.\n\n\n\n\n\n\n| |\n| --- |\n| 4 |", "source": "agreement_37.md" }, { "id": "1642", "text": "EX-10.10\n11\ny12303a1exv10w10.txt\nEX-10.10: LEASE EXTENSION AND AMENDMENT AGREEMENT\n\n\n CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED\n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n TO A REQUEST FOR CONFIDENTIAL TREATMENT\n\n Exhibit 10.10\n\n================================================================================\n\n EXECUTION VERSION\n\n ----------\n\n LEASE EXTENSION AND AMENDMENT AGREEMENT\n\n dated as of\n\n April 30, 2003\n\n to\n\n AIRCRAFT LEASE AGREEMENT\n\n dated as of November 18, 1998\n\n BETWEEN\n\n AVIATION FINANCIAL SERVICES, INC.\n\n as Lessor\n\n AND\n\n COMPANIA PANAMENA DE AVIACION, S.A.\n\n as Lessee\n\n ----------\n\n One Boeing Model 737-7V3 Aircraft\n\n Manufacturer's Serial No. 28607\n\n================================================================================\n\n\n\n LEASE EXTENSION AND AMENDMENT AGREEMENT\n\n to\n\n Aircraft Lease Agreement", "source": "agreement_38.md" }, { "id": "1643", "text": "Manufacturer's Serial No. 28607\n\n================================================================================\n\n\n\n LEASE EXTENSION AND AMENDMENT AGREEMENT\n\n to\n\n Aircraft Lease Agreement\n\n This is a LEASE EXTENSION AND AMENDMENT AGREEMENT dated as of April 30,\n2003 to the Aircraft Lease Agreement dated as of November 18, 1998 (the \"Lease\nAgreement\") between AVIATION FINANCIAL SERVICES, INC. (\"Lessor\"), and COMPANIA\nPANAMENA DE AVIACION, S.A. (\"Lessee\") as the Lease Agreement has been heretofore\nsupplemented, amended and modified by Lease Supplement No. 1 dated October 21,\n1999 (\"Lease Supplement No. 1\"), by Letter Agreement No. 1 dated as of November\n18, 1998 (\"Letter Agreement No. 1\") and by Letter Agreement No. 2 dated as of\nMarch 8, 1999 (\"Letter Agreement No. 2\"), in each case between Lessor and Lessee\n(the Lease Agreement as so supplemented, amended and modified is hereinafter\nreferred to as the \"Lease\").\n\n WHEREAS, the Lease is in respect of one Boeing 737-7V3 Aircraft\nManufacturer's Serial No. 28607 and Registration No. HP-1372CM, together with\ntwo CFM International Model CFM 56-7B24 engines bearing manufacturer's serial\nnumbers 874969 and 874961 and certain related equipment (the \"Aircraft\"), and\n\n WHEREAS, Lessee and Lessor desire to extend the Term of the Lease and to\namend certain other terms thereof; and\n\n WHEREAS, capitalized terms used and not otherwise defined herein shall have\nthe meanings ascribed to them in the Lease.\n\n NOW THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein, the parties hereto agree as follows:", "source": "agreement_38.md" }, { "id": "1644", "text": "NOW THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein, the parties hereto agree as follows:\n\n1. Amendments to Lease.\n\n The Lease is hereby amended as follows:\n\n A. Section 3(g) is hereby amended and restated as follows:\n\n \"(g) Lease Term Renewal Options: Lessor hereby grants Lessee the\n right to renew the lease for up to three (3) additional, consecutive\n terms (each a \"Renewal Term\") (the option to renew for each Renewal\n Term being hereafter referred to as the \"Lease Term Renewal Option\").\n Each Renewal Term shall consist of twelve (12) months, and the first\n Renewal Term would commence the day following the Expiration Date of\n the Basic Term. Exercise of each Lease Term Renewal Option shall be\n subject to (i) the delivery by Lessee of written notice to Lessor (a\n \"Renewal Notice\") as to such exercise at least nine (9) months prior\n to the then applicable Expiration Date, and (ii) no Event of Default\n having occurred and continuing on or as of the date the Renewal Notice\n is received by\n\n\n 1", "source": "agreement_38.md" }, { "id": "1645", "text": "1\n\n\n\n Lessor or the first Basic Rent Payment Date of the applicable Renewal\n Term. The Basic Rent during any such Renewal Term shall be payable\n monthly in advance at the same monthly Basic Rent rate paid by Lessee\n during the Basic Term (as extended by any previous extension or\n exercise of a Lease Term Renewal Option) that would otherwise be\n expiring. Upon commencement of a Renewal Term the Basic Term shall be\n deemed extended so that the new Expiry Date becomes the date which\n occurs on the twelfth monthly anniversary of the Expiration Date in\n effect prior to the renewal and the new Last Basic Rent Payment Date\n becomes the date which occurs on the twelfth monthly anniversary of\n the Last Basic Rent Payment Date in effect prior to the renewal. Upon\n exercise of any Lease Term Renewal Option such Option shall be deemed\n extinguished and not be available for any subsequent re-exercise.\"\n\n B. In Exhibit C, Part 2. DEFINITIONS OF CERTAIN TERMS, the following\n definitions are amended and restated to read:", "source": "agreement_38.md" }, { "id": "1646", "text": "B. In Exhibit C, Part 2. DEFINITIONS OF CERTAIN TERMS, the following\n definitions are amended and restated to read:\n\n \"BASIC RENT: The Basic Rent payable during the Basic Term shall be\n payable in one hundred twenty (120) consecutive monthly installments,\n in advance on each Basic Rent Payment Date, with each such installment\n equal to: (a) \\*\\*Material Redacted\\*\\* for the first twenty four monthly\n installments, (b) \\*\\*Material Redacted\\*\\* for the next twelve monthly\n installments, (c) \\*\\*Material Redacted\\*\\* for the twenty four monthly\n installments commencing with the thirty seventh (37th) installment and\n (d) \\*\\*Material Redacted\\*\\* for the sixty monthly installments of Basic\n Rent commencing November 1, 2004 and for each installment of Basic\n Rent during any Renewal Term which may be commenced in a period\n subsequent to the Expiration Date.\"\n\n \"CASUALTY VALUE: For the period of the Lease through April 30, 2003\n \\*\\*Material Redacted\\*\\*; for the period May 1, 2003 through December 15,\n 2004 \\*\\*Material Redacted\\*\\*; and for the one year period commencing\n December 16, 2004 and each one year period in the Lease Term\n commencing December 16 thereafter the amount of the Casualty Value in\n the immediately preceding one year period less \\*\\*Material Redacted\\*\\*.\"\n\n \"LAST BASIC RENT PAYMENT DATE: The Last Basic Rent Payment Date for\n the Aircraft shall be October 1, 2009, or such later date as may\n result from exercise of the Lease Term Renewal Options.", "source": "agreement_38.md" }, { "id": "1647", "text": "C. In Exhibit C, a new Part 5 is added after the current Part 4, as\n follows:\n\n \"5. INSTALLATION AND COST AMORTIZATION OF WINGLETS:\n\n Notwithstanding any provision of the Lease to the contrary,\n Lessor will reimburse Lessee, Lessee's actual cost of installing\n winglets on the\n\n\n 2\n\n\n\n Aircraft (\"Winglets Actual Cost\") up to a maximum of \\*\\*Material\n Redacted\\*\\*, provided such installation occurs no later than April\n 2004. Each monthly installment of Basic Rent will be increased by\n \\*\\*Material Redacted\\*\\* of the Winglets Actual Cost commencing on\n the first Basic Rent Payment Date following winglet installation.\n Upon installation, such winglets shall become a part of the\n Aircraft and title thereto shall vest in Owner in accordance with\n Section 9 (b) of the Lease.\"\n\n D. In Exhibit C, a new Part 6 is added after the new Part 5, as follows:\n\n \"6. INSTALLATION AND COST AMORTIZATION OF ADDITIONAL MODIFICATIONS:\n\n Notwithstanding any provision of the Lease to the contrary,\n Lessor will reimburse Lessee, Lessee's actual cost of installing\n on the Aircraft up to an aggregate maximum (for all\n installations) of \\*\\*Material Redacted\\*\\* (\"Additional\n Modifications Actual Cost\") the following additional\n modifications:\n\n (I) ACARS: Installation of upgrade from single ARINC 724B\n Rockwell ACARS Management Unit,\n\n (II) ISFD: Integrated Standby Flight Display, provided that such\n retrofit allows for the restoration of the original units\n back onto the Aircraft,\n\n (III) FULL FACE OXYGEN MASKS, and\n\n (IV) VSD: Vertical Situation Display;", "source": "agreement_38.md" }, { "id": "1648", "text": "(III) FULL FACE OXYGEN MASKS, and\n\n (IV) VSD: Vertical Situation Display;\n\n provided such installation occurs no later than April 30, 2004.\n After each installation of such additional modifications each\n monthly installment of Basic Rent will be increased by \\*\\*Material\n Redacted\\*\\* of the Additional Modifications Actual Cost commencing\n on the first Basic Rent Payment Date following such installation.\n Upon installation, such additional modifications shall become a\n part of the Aircraft and title thereto shall vest in Owner in\n accordance with Section 9 (b) of the Lease.\"\n\n E. In Exhibit C, a new Part 7 is added after the new Part 6, as follows:\n\n \"7. MCPH\n\n Subject to mutual agreement, Lessee and Lessor may enter into a\n Maintenance Cost Per Hour arrangement (MCPH) with GE Engine\n Services (GEES) to cover engine scheduled refurbishments for the\n Engines subject to the Lease. Related workscopes, engine repair\n specifications and\n\n\n 3\n\n\n\n general terms and conditions covered by MCPH shall be mutually\n agreed between Lessor, Lessee and GEES.\"\n\n F. To clarify the ownership impact of alterations, modifications, and\n additions the following amendments are made to Section 9 (b) of the\n Lease:\n\n 1. In the fourth sentence the word \"Lessor\" is replaced by \"Owner\";\n and\n\n 2. In the fifth sentence the phrase \"or Owner\" is added after the\n word \"Lessor\".\n\n G. For the purpose of correcting certain typographical errors in the\n prior exhibit, Revised Exhibit G (Form of Letter of Credit attached\n hereto as Schedule 1) shall replace in entirety the existing Exhibit G\n for all purposes of the Lease.\n\n2. Lease Supplement.", "source": "agreement_38.md" }, { "id": "1649", "text": "2. Lease Supplement.\n\n Section 3 of Lease Supplement No. 1 is hereby amended by deleting the text\nthereof and by substituting therefor the following:\n\n \"3. The Term for the Delivered Aircraft shall commence on the Delivery\n Date and shall end on the Expiration Date, as hereinafter defined, or\n such later date as may result from exercise of the Lease Term Renewal\n Options.\" The Expiration Date shall be October 31, 2005 but shall be\n automatically extended on such date and on each of October 31, 2006,\n October 31, 2007, and October 31, 2008 to provide additional\n successive one (1) year Terms through and until a final extended\n Expiration Date of October 31, 2009 unless Lessor and Lessee shall\n mutually agree in writing that any such automatic extension shall not\n take place.\"\n\n3. Ratification.\n\n Except as expressly provided herein, Lessee and Lessor acknowledge that\nnothing contained in this Amendment is intended to discharge, amend or otherwise\nmodify their respective rights and/or obligations under the Lease. The Lease and\nthe Lease Supplement are hereby ratified and confirmed, as amended hereby, in\nall respects.\n\n4. Representations and Warranties of Lessee.\n\n Lessee represents and warrants to Lessor that:\n\n (a) Lessee is a corporation duly formed, validly existing, and in good\nstanding under the laws of the Republic of Panama;\n\n\n 4\n\n\n\n (b) Lessee has full corporate power, authority and legal right to own its\nproperty and to carry on its business as now being conducted and is duly\nauthorized to execute and deliver this Lease Extension and Amendment Agreement,\nand to perform its obligations hereunder;", "source": "agreement_38.md" }, { "id": "1650", "text": "(c) This Lease Extension and Amendment Agreement have been duly authorized,\nexecuted and delivered by Lessee and constitute the legal, valid and binding\nobligations of Lessee enforceable in accordance with their terms, except as such\nenforceability may be limited by applicable bankruptcy, insolvency, moratorium\nor other similar laws affecting creditors' rights generally and subject to\nprinciples of equity;\n\n (d) The execution and delivery by Lessee of this Lease Extension and\nAmendment Agreement will not conflict with or result in any breach of,\nconstitute any default under, or result in the creation of any lien, charge or\nencumbrance pursuant to, any applicable law, any term or provision of Lessee's\narticles of incorporation or by-laws or any judgment, order, writ, injunction,\nor decree of any court, comission, board or Governmental Entity, or contravene\nany indenture, mortgage, credit agreement, lease, license, contract or other\nagreement to which Lessee is a party or by which it is bound;\n\n (e) All consents or approvals required of Lessee by any Governmental Entity\nor other Person in connection with the execution and delivery of this Lease\nExtension and Amendment Agreement and the consummation by Lessee of the\ntransactions contemplated hereby and thereby have been duly obtained or waived;\nand except for the filing of this Amendment with the DAC, no other filings,\nrecording, notarizations or other actions are necessary or advisable under the\nlaws of Panama in order to ensure the validity, effectiveness and enforceability\nof the Lease as amended hereby;\n\n (f) There are no pending or threatened actions or proceedings before any\ncourt or administrative agency or other matters which might materially adversely\naffect the ability of Lessee to perform its obligations under this Lease\nExtension and Amendment Agreement; and", "source": "agreement_38.md" }, { "id": "1651", "text": "(g) Lessee is subject to private commercial law and suit under the Laws of\nthe Republic of Panama and any other jurisdiction affecting the Lessee. Lessee\nis not entitled to sovereign immunity under the Laws of the Republic of Panama\nor such other jurisdiction, and neither Lessee nor its properties or assets have\nthe right of immunity from suit or execution on the grounds of sovereignty in\nthe Republic of Panama or any other jurisdiction. To the extent that Lessee may\nin any jurisdiction in which proceedings may at any time be taken for the\ndetermination of any question arising under or for the enforcement of this Lease\nExtension and Amendment Agreement (including any interlocutory proceedings or\nthe execution of any judgment or award arising therefrom) be entitled to claim\nor otherwise be accorded for itself or its property, assets or revenues immunity\nfrom suit or attachment (whether in aid of execution, before judgment or\notherwise) or other legal process, and to the extent that in any such\njurisdiction, there may be attributed to Lessee or its private assets or\nrevenues, such immunity (whether or not claimed), Lessee hereby irrevocably\nagrees not to claim and waives such immunity to the fullest extent permitted by\nthe law of such jurisdiction;\n\n\n 5\n\n\n\n5. Representations and Warranties of Lessor.\n\n Lessor represents and warrants to Lessee that:\n\n (a) Lessor is a corporation duly formed, validly existing and in good\nstanding under the laws of Delaware;\n\n (b) Lessor has full corporate power, authority and legal right to own its\nproperty and to carry on its business as now being conducted and is duly\nauthorized to execute and deliver this Lease Extension and Amendment Agreement,\nand to perform its obligations hereunder and thereunder;", "source": "agreement_38.md" }, { "id": "1652", "text": "(c) This Lease Extension and Amendment Agreement have been duly authorized,\nexecuted and delivered by Lessor and constitute the legal, valid and binding\nobligations of Lessor enforceable in accordance with their terms, except as such\nenforceability may be limited by applicable bankruptcy, insolvency, moratorium\nor other similar laws affecting creditors' rights generally and subject to\nprinciples of equity;\n\n (d) The execution and delivery by Lessor of this Lease Extension and\nAmendment Agreement will not conflict with or result in any breach of,\nconstitute any default under, or result in the creation of any lien, charge or\nencumbrance pursuant to, any applicable law, any term or provision of Lessor's\narticles of incorporation or by-laws or any judgment, order, writ, injunction,\nor decree of any court, commission, board of Governmental Entity, or contravene\nany indenture, mortgage, credit agreement, lease, license, contract or other\nagreement to which Lessor is a party or by which it is bound;\n\n (e) All consents or approvals required of Lessor by any Governmental Entity\nin connection with the execution and delivery of this Lease Extension and\nAmendment Agreement and the consummation by Lessor of the transactions\ncontemplated hereby and thereby have been duly obtained or waived;\n\n (f) There are no pending or threatened actions or proceedings before any\ncourt or administrative agency or other matters which might materially adversely\naffect the ability of Lessor to perform its obligations under this Lease\nExtension and Amendment Agreement; and\n\n (g) Head Lessor has given its consent to this Amendment and, to the extent\nnecessary, the Head Lease has been amended accordingly.\n\n6. Conditions Precedent.", "source": "agreement_38.md" }, { "id": "1653", "text": "6. Conditions Precedent.\n\n This Amendment and Lessor's obligation to extend the Lease shall take\neffect upon the satisfaction of each of the following conditions and receipt of\nthe following documents by Lessor:\n\n\n 6\n\n\n\n (a) Legal Opinion: at Lessee's expense, a legal opinion of Lessee's\nPanamanian counsel in form and substance satisfactory to Lessor and confirming,\ninter alia, that this Lease Extension and Amendment Agreement have been duly\nsigned and delivered on behalf of Lessee, that this Lease Extension and\nAmendment Agreement constitute Lessee's legal, valid and binding obligations\n(subject to customary exclusions), and that all approvals, licenses, consents,\nfilings and registrations which are necessary or desirable in connection with\nthis Lease Extension and Amendment Agreement and the performance by Lessee of\nits obligations hereunder, thereunder and under the Lease as extended hereby and\nthereby have been obtained and are in full force and effect; and\n\n (b) No Default: No Default or Event of Default shall have occurred and be\ncontinuing as of the date hereof and the date of the commencement of the renewed\nterms contemplated hereby.\n\n7. Miscellaneous.\n\n (a) Amendment. No amendment, modification or waiver of any provision of\nthis Lease Extension and Amendment Agreement shall in any event be effective\nunless the same shall be in writing and signed by the parties hereto or, in the\ncase of a waiver, by the party waiving compliance, and then such waiver shall be\neffective only in the specific instance and for the specific purpose for which\ngiven.\n\n (b) Notices. Any notices, requests, demands or other communications\nrequired or permitted to be made hereunder shall be in writing and shall be\ndelivered by reputable courier service, by hand and/or facsimile as follows:", "source": "agreement_38.md" }, { "id": "1654", "text": "To Lessor: Aviation Financial Services Inc.\n c/o GE Capital Aviation Services\n 201 High Ridge Road\n Stamford, Connecticut 06927\n Attention: Contracts Leader\n Facsimile: 203-357-4585\n Telephone: 203-357-3776\n Email: notices@gecas.com\n\n To Lessee: Compania Panamena De Aviacion, S.A.\n Avenida Justo Arosemena y Calle 39\n Aptdo. 1572\n Panama 1, Republic of Panama\n Attn: Executive President\n Facsimile number: 507-227-1952\n\nor in each case to such other person or address or addresses as one party may\nnotify in writing to the other party. All other communications and any notice of\nchange of address shall be deemed\n\n\n 7\n\n\n\nto have been received (and reference herein to receipt by any party shall\ninclude deemed receipt) by the party to whom it is addressed when received, in\nthe case of notice given facsimile, or on delivery, if delivered by reputable\ncourier service or by hand.\n\n (c) Governing Law. THIS AMENDMENT, SHALL IN ALL RESPECTS BE GOVERNED BY,\nAND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.\n\n (d) Severability. If any one or more of the provisions contained in this\nAmendment or any document executed in connection herewith shall be invalid,\nillegal or unenforceable in any respect under any law, the validity, legality\nand enforceability of the remaining provisions contained herein shall not in any\nway be affected or impaired.", "source": "agreement_38.md" }, { "id": "1655", "text": "(e) Counterparts. This Amendment may be executed in counterparts and any\nsingle counterpart or set of counterparts signed in either case, by all of the\nparties hereto shall for all purposes be deemed to be an original, and all such\ncounterparts when taken together shall constitute one and the same instrument. A\nfacsimile signature on any counterpart hereto will be deemed an original for all\npurposes.\n\n (f) Entire Agreement. The terms and conditions contained in the Lease, this\nLease Extension and Amendment Agreement and the other documents and instruments\nexecuted in connection therewith or herewith constitute the entire agreement\namong the parties pertaining to the subject matter thereof and hereof and\nsupersede all prior agreements, understandings, negotiations and discussions,\nwhether oral or written, of the parties.\n\n (g) Headings. The headings in this Amendment are for reference only, and do\nnot form part of and are not to be used to interpret this Amendment.", "source": "agreement_38.md" }, { "id": "1656", "text": "(h) Expenses and Brokers. Lessee shall be responsible for all costs\nassociated with perfecting this Lease Extension and Amendment Agreement in the\nCountry of Registration, the state of habitual base of the Aircraft (and other\nstates as appropriate given the operation of the Aircraft), including (but not\nlimited to) the provision of stamp duties, translations and registrations,\nwhether required by Lessor or Lessee. Each of the parties hereby represents and\nwarrants to the other that it has not paid, agreed to pay or caused to be paid\ndirectly or indirectly in any form, any commission, percentage, contingent fee,\nbrokerage or other similar payments of any kind, in connection with the\nestablishment or operation of this Lease Extension and Amendment Agreement, to\nany Person (other than fees payable to Lessee's or Lessor's legal advisers or\ncompensation to GECAS for the portfolio management services performed on behalf\nof Lessor). Each party agrees to indemnify and hold the other harmless from and\nagainst any and all claims, suits, damages, costs and expenses (including, but\nnot limited to reasonable attorneys' fees) asserted by any agent, broker or\nother third party for any commission or compensation of any nature whatsoever\nbased upon this Lease Extension and Amendment Agreement or the Aircraft, if such\nclaim, suit, damage, cost or expense arises out of any breach by the\nindemnifying party, its employees or agents of the representation and warranty\ngiven hereby.\n\n\n 8\n\n\n\n (i) Filing and Recordation. Lessee at its expense shall cause this\nAmendment to be duly filed with the Civil Aeronautics Authority and to be\nrecorded at the Office of the Public Registry of Panama.", "source": "agreement_38.md" }, { "id": "1657", "text": "(j) Further Assurances. Each party shall cooperate with the other and\nexecute and deliver such instruments and other documents as may be necessary to\neffectuate and carry out the provisions of this Lease Extension and Amendment\nAgreement.\n\n (k) Successors and Assigns. This Amendment shall inure to the benefit of,\nand be binding upon, the parties hereto and their respective successors and\nassigns.\n\n (l) Time is of the Essence. Except as otherwise provided herein, time is of\nthe essence with respect to each provision of this Lease Extension and Amendment\nAgreement.\n\n (m) Controlling Version. This Lease Extension and Amendment Agreement has\nbeen negotiated, executed and delivered in English. In case of any conflict or\ndiscrepancy between the executed English version of this Lease Extension and\nAmendment Agreement and any Spanish translation thereof or any extract thereof\nrecorded at the Public Registry of Panama or any other governmental office, the\nEnglish version of this Lease Extension and Amendment Agreement shall prevail.\n\n\n 9\n\n\n\n SCHEDULE 1\n\n EXHIBIT G\n (Revised)\n\n to\n\n Aircraft Lease Agreement\n\n FORM OF LETTER OF CREDIT\n\n [NAME OF ISSUING BANK]\n IRREVOCABLE STANDBY LETTER OF CREDIT\n DATED: \\_\\_\\_\\_\\_, \\_\\_\\_\\_\\_\n\nAviation Financial Services Inc.\nc/o GE Capital Aviation Services\n201 High Ridge Road\nStamford, Connecticut 06927-4900\n\nA. RE: Letter of Credit \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n Account Party: Compania Panamena de Aviacion, S.A.\n\nGentlemen:", "source": "agreement_38.md" }, { "id": "1658", "text": "Gentlemen:\n\n At the request and for the account of Compania Panamena de Aviacion, S.A.\n(\"Lessee\"), a corporation organized and existing under the laws of Panama, we\nhereby establish in your favor, as lessor under that certain Aircraft Lease\nAgreement dated as of November 18, 1998 (the \"Lease Agreement\"), between\nAviation Financial Services Inc. as lessor and Lessee as lessee, our Irrevocable\nStandby Letter of Credit No. \\_\\_\\_\\_\\_, in the aggregate maximum amount of [as\nspecified in Exhibit C to the Lease Agreement], effective on the date set forth\nabove and expiring on the LOC Expiration Date (as defined below).\n\n (i) Funds under this Letter of Credit will be made available to you by wire\ntransfer in immediately available funds in United States Dollars to an account\nto be designated by you in the sight draft referred to below on any Business Day\n(as defined below) occurring on or before the LOC Expiration Date, upon\npresentation at our offices located at [\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_], of a sight draft in the\nform attached hereto as Annex A setting forth the amount of the drawing and\nreferring expressly thereon to the number of this Letter of Credit. We hereby\nconfirm with you that drafts in conformity with the terms of this Letter of\nCredit will be duly honored on the date of such presentation as set forth\nherein. All payments hereunder shall be made, free and clear of, and without\ndeduction for, any present or future fees, taxes, restriction or conditions of\nany nature, and without setoff or counterclaim for any reason whatsoever.", "source": "agreement_38.md" }, { "id": "1659", "text": "(ii) You are hereby authorized to make multiple drawings hereunder in\naccordance with the terms and conditions described herein, each drawing upon the\npresentation of the documentation referred herein above, provided, however,\nsubject to the provisions of paragraph\n\n\n\n(v) below, that the aggregate amount of all drawings hereunder shall in no event\nexceed the aggregate maximum amount of the Letter of Credit.\n\n (iii) This Letter of Credit shall expire, and no drawing hereunder may be\nmade thereafter, at 5:00 p.m. (EST) on the earliest of the following dates (the\n\"LOC Expiration Date\"): (i) the day which is thirty (30) Days after the\nExpiration Date (as defined in the Lease Agreement), or (ii) on the Business Day\non which the aggregate amount of all drawings hereunder, is equal (subject to\nthe provisions of paragraph (v) herein below) to the aggregate maximum amount of\nthis Letter of Credit. With respect to paragraph (i) above, it is hereby\nexpressly provided that in the event that if on or before sixty (60) days prior\nto the LOC Expiration Date you do not receive written notice from us whereunder\nthis Letter of Credit will be renewed on, or a new letter of credit issued in\nsubstantially the form hereof to be effective as of, the LOC Expiration Date\nreferred to in such paragraph (i), then you may draw against this Letter of\nCredit in the manner described herein.\n\n (iv) For the purpose hereof \"Business Day\" shall mean any day up to 5:00\np.m. (EST), on such day, other than Saturday and Sunday, on which banks in the\nUnited States of America are not authorized or required to close.", "source": "agreement_38.md" }, { "id": "1660", "text": "(v) Upon payment by us, or on our behalf, of the amount specified in any\ndraft drawn hereunder, we shall be fully discharged of our obligation under this\nLetter of Credit solely in respect of such draft, and we shall not thereafter be\nobligated to make any further payments under this Letter of Credit in respect of\nsuch draft to you or to any other person.\n\n (vi) This Letter of Credit may only be transferred to any person who is the\nlessor under the Lease Agreement at the time of such transfer.\n\n (vii) This Letter of Credit sets forth in full our understanding, and such\nunderstanding shall not in any way be modified, amended, amplified or limited by\nreference to any document or agreement other than the sight drafts referred to\nherein, or a written agreement among you, us and Lessee.\n\n (viii) Communications with respect to this Letter of Credit shall be in\nwriting and if directed to us shall be addressed to us at [\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_],\nspecifically referring to the number of this Letter of Credit, and, if directed\nto you, shall be addressed to you at Aviation Financial Services, Inc., c/o GE\nCapital Aviation Services, 201 High Ridge Road, Stamford, Connecticut\n06927-4900.\n\n (ix) All banking charges in connection with this Letter of Credit and any\ndrawings made hereunder shall be for the account of Compania Panamena de\nAviacion, S.A.\n\n\n\n (x) This Letter of Credit shall be governed by the Uniform Customs and\nPractice for Documentary Credits (1993 Revision) International Chamber of\nCommerce Publication No. 500, and, as to matters not covered therein, by the\nlaws of the State of New York.\n\n [NAME OF ISSUER]\n\n\n BY\n -------------------------------------\n Authorized Signature", "source": "agreement_38.md" }, { "id": "1661", "text": "[NAME OF ISSUER]\n\n\n BY\n -------------------------------------\n Authorized Signature\n\n ANNEX A\n To Irrevocable Standby\n Letter of Credit No.\n\n (FORM OF SIGHT DRAFT)\n\n (DATE)\n\n(Location)\n\n At sight of this draft pay to the order of (beneficiary) the amount of U.S.\n$(amount in figures) (the sum of (amount in Letters) United States Dollars).\n\n To (payment instructions).\n\n Drawn under Letter of Credit No.\\_\\_\\_\\_, dated as of \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, \\_\\_\\_\\_\\_, of\n\n\n ----------------------------------------\n (beneficiary signature)", "source": "agreement_38.md" }, { "id": "1662", "text": "EX-10.9\n10\ny12303a1exv10w9.txt\nEX-10.9: LETTER AGREEMENT NO. 2 TO THE AIRCRAFT LEASE AGREEMENT\n\n\n CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED\n SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT\n TO A REQUEST FOR CONFIDENTIAL TREATMENT\n\n Exhibit 10.9\n\n As of March 8, 1999\n\nCOMPANIA PANAMENA DE AVIACION, S.A.\nAvenida Justo Arosema 7 Calle 39\nAptdo. 1572\nPanama 1\nREPUBLIC OF PANAMA\n\n Re: Letter Agreement No. 2 to Aircraft Lease Agreement dated as of\n November 18, 1998 between Aviation Financial Services Inc.,\n Lessor, and Compania Panamena de Aviacion, S.A., Lessee -\n Correction to Exhibit C (Basic Rent)\n\nGentlemen:\n\n Reference is made to that certain Aircraft Lease Agreement dated as of\nNovember 18, 1998 (the \"Lease\") between Aviation Financial Services Inc., as\nlessor (\"Lessor\"), and Compania Panamena de Aviacion, S.A., as lessee\n(\"Lessee\"), for the lease of one new Boeing Model 737-700 commercial aircraft\nbearing manufacturer's serial number 28607 (the \"Aircraft\"). Terms not otherwise\ndefined herein shall have the meanings assigned to them in the Lease.", "source": "agreement_39.md" }, { "id": "1663", "text": "Each Party hereby agrees that such Party shall preserve the\nconfidentiality of the information set forth in this Letter Agreement No. 2, and\nshall not disclose such information to any other Person, without obtaining the\nprior written consent of the other Party; provided, however, such Person may\ndisclose such information (i) to its attorneys and auditors and (ii) to the\nextent required by applicable law; provided, further that Lessor shall not be\nrequired to seek such consent of Lessee following the occurrence and during the\ncontinuance of an Event of Default.\n\n Lessor and Lessee have determined that the definition of Basic Rent as\nset forth in Exhibit C (the longer, non-public version) to the Lease contains an\nerror in that the middle rental period is stated as being 24 months, whereas in\nfact the Parties had agreed to a middle rental period of 12 months as evidenced\nin their letter of intent dated September 8, 1998. Lessor and Lessee now wish to\ncorrect that error. Accordingly, the definition of Basic Rent set forth in said\nExhibit C of the Lease is amended in its entirety to read:\n\n \"BASIC RENT: The Basic Rent payable during the Basic Term shall be\n payable in sixty (60) consecutive monthly installments, in advance on\n each Basic Rent Payment Date, with each such installment equal to: (a)\n \\*\\*Material Redacted\\*\\* for the first twenty four monthly installments,\n (b) \\*\\*Material Redacted\\*\\* for the next twelve monthly installments,\n and (c) \\*\\*Material Redacted\\*\\* for the last twenty four monthly\n installments.\"", "source": "agreement_39.md" }, { "id": "1664", "text": "Except as expressly provided herein, Lessor and Lessee acknowledge that nothing\ncontained in this Letter Agreement No. 2 is intended to discharge, amend or\notherwise modify their obligations under the Lease. The Lease is hereby ratified\nand confirmed, but only as amended hereby, in all respects.\n\n This Letter Agreement No. 2 has been duly authorized, executed and\ndelivered by each of Lessor and Lessee and constitutes the legal, valid and\nbinding obligation of each of them enforceable in accordance with its terms,\nexcept as such enforceability may be limited by applicable bankruptcy,\ninsolvency, moratorium or other similar laws affecting creditors' rights\ngenerally and subject to principles of equity. This Letter Agreement No. 2 shall\nbe governed by the Laws of the State of New York.", "source": "agreement_39.md" }, { "id": "1665", "text": "EX-10.3\n4\ndex103.htm\nAIRCRAFT LEASE AGREEMENT\n\nAircraft Lease Agreement\n**Exhibit 10.3** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n **BETWEEN** \n\n **WHL MANAGEMENT LLC** \n\n **A CALIFORNIA\nLIMITED LIABILITY COMPANY** \n\n **AS LESSOR** \n\n **AND** \n\n **WILLIAMS-SONOMA, INC.** \n\n **A CALIFORNIA\nCORPORATION** \n\n **AS LESSEE** \n\n **DATED** \n\n **MAY 16, 2008**", "source": "agreement_4.md" }, { "id": "1666", "text": "**AS LESSEE** \n\n **DATED** \n\n **MAY 16, 2008** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| | |\n|   |    | **INSTRUCTIONS TO COMPLY WITH\nTRUTH-IN-LEASING REQUIREMENTS** |\n| | |\n| 1. |    | Mail a copy of the lease to the following address via certified mail, return receipt requested, immediately upon\nexecution of the lease (14 C.F.R. 91.23 requires that the copy be sent within twenty-four hours after it is signed): |\n| | |\n|   |    | Federal Aviation Administration Aircraft Registration Branch ATTN: Technical Section P.O. Box 25724 Oklahoma City, Oklahoma 73125 |\n| | |\n| 2. |    | Telephone the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under\nthis lease. |\n| | |\n| 3. |    | Carry a copy of the lease in the aircraft at all times |\n| | |\n| 4. |    | For questions regarding this lease, please contact Kevin C. Austin, Esq. c/o Aero Law Group, PLLC at (425)\n456-1800 or AustinKC@law.aero |\n| |    | |", "source": "agreement_4.md" }, { "id": "1667", "text": "**AIRCRAFT LEASE AGREEMENT** \n\n **AIRCRAFT LEASE AGREEMENT** (this “**Agreement**”) dated May 16, 2008 (the “**Effective Date**”), by and\nbetween **WHL MANAGEMENT LLC**, a California limited liability company (“**Lessor**”), and **WILLIAMS-SONOMA, INC.,** a California corporation\n(“**Lessee**”). \n\n **RECITALS** \n\n **WHEREAS**, Lessor owns or rightfully possesses that certain **2007 Bombardier Inc. Model BD-700-1A11 “GLOBAL 5000”** aircraft, U.S.\nregistration number **N878HL**, and bearing manufacturer’s serial number **9261**, including its **ROLLS-ROYCE DEUTSCHLAND BR710A2-20** engines, serial numbers **12633** and\n**12634** and all other appliances, avionics, parts, additions, appurtenances, accessories, instruments, components, systems, furnishings, and other items of equipment now installed thereon, and all flight manuals, log books and records required\nby the United States Federal Aviation Administration (“**FAA**”), relating to said aircraft, engines, components and systems as further described in the Aircraft Delivery Receipt to be executed at acceptance by Lessee (collectively, the\n“**Aircraft**”); and \n\n **WHEREAS**, Lessee desires to dry lease the Aircraft\nfrom Lessor on an exclusive basis and Lessor desire to so lease the Aircraft to Lessee. \n\n **NOW,\nTHEREFORE**, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as\nfollows: \n\n **AGREEMENT**", "source": "agreement_4.md" }, { "id": "1668", "text": "**AGREEMENT** \n\n 1.        **LEASE OF AIRCRAFT; DELIVERY**. \n\n **(a)**Lessor hereby agrees to lease the Aircraft to Lessee and Lessee hereby agrees\nto lease the Aircraft from Lessor, subject to the terms and conditions set forth herein. Lessee’s possession, use or operation of the Aircraft pursuant to this Agreement shall be referred to herein as the “**Lease Operations**.”\nLessee agrees that its Lease Operations shall not exceed **four hundred seventy-five (475)** flight hours during any twelve (12) month period without the consent of Lessor. \n\n **(b)**Prior to the Lease Operations, Lessor shall deliver the Aircraft to Lessee at\n**BRADLEY INTERNATIONAL AIRPORT, WINDSOR LOCKS, CONNECTICUT** or at such other location as is mutually agreed to by Lessor and Lessee, with all Aircraft\nrecords, logs and other materials required by the United States Department of Transportation (the “**DOT**”) or the FAA with respect to the maintenance and operation of the Aircraft and in compliance with all Delivery Conditions (as set\nforth on **EXHIBIT A**). Lessee shall be deemed to have accepted the Aircraft and be satisfied with the condition thereof upon commencement of the Lease Operations and execution of an Aircraft Delivery Receipt in the form\nattached hereto as **EXHIBIT B**. The parties agree that the Aircraft Delivery Receipt will not be filed with the FAA and that filing of this Agreement with the FAA shall evidence that the Aircraft has been accepted by Lessee\nand that the Lease Term (as defined in **Section 2** below) has commenced. \n\n  \n\n\n1.", "source": "agreement_4.md" }, { "id": "1669", "text": "**(c)**This Agreement is a net lease\nin which the direct operating costs, maintenance and taxes relating to the lease and Lessee’s possession and use of the Aircraft, including but not limited to personal property tax on the Aircraft for the term of the Lease, hangarage and\ninsuring the Aircraft will be paid by Lessee. \n\n 2.        **TERM\nOF AGREEMENT**. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for **36 Months**, unless earlier terminated pursuant to\n**Section 15** (the **“****Lease Term**”). \n\n 3.        **LEASE PAYMENTS** \n\n **(a)**Lessee shall pay, directly to the provider thereof, all costs, expenses, fees, and charges incurred in connection with the Lease Operations as such arise during the Lease Term.\n\n\n **(b)**Lessee shall pay to Lessor an amount equal to **$375,000**per calendar month, payable in advance at Lessor’s address (as set forth on the signature page hereto) on the first business day of the month beginning **June 1, 2008** and on each succeeding calendar month throughout the Lease Term\n(the **“Basic Rent”**). Basic Rent shall also be prorated and payable on the Effective Date for the partial month ending **May 31, 2008.** The final Basic Rent payment due on the first business day of the final month of the\nLease Term shall also be prorated for the remaining number of days in the Lease Term.", "source": "agreement_4.md" }, { "id": "1670", "text": "**(c)**Lessee hereby also agrees to pay any Lessee Expenses (as set forth in **Section 5(j)**, below) within thirty (30) days after receipt of Lessor’s written invoice\ntherefor, to Lessor at Lessor’s address (as set forth on the signature page hereto). \n\n 4.        **TAXES**", "source": "agreement_4.md" }, { "id": "1671", "text": "**(a)** Lessee shall be liable for and shall report and pay promptly when due all taxes, fees and assessments imposed, assessed or levied\nagainst the Aircraft (or ownership, delivery, leasing, possession, use or operation thereof), this Agreement (or any rents or receipts hereunder), Lessor or Lessee, by any domestic or foreign governmental entity or taxing authority during the Lease\nTerm or related to this Agreement, including, without limitation, all license and registration fees, and all sales, use, personal or business property, excise, gross receipts, franchise, stamp, value added, customs duties, landing fees, airport\ncharges, navigation service charges, route navigation charges or other taxes, imposts, duties and charges; together with any penalties, fines or interest thereon (collectively **“Taxes”**). The parties agree that “Taxes” shall\nalso include any property taxes assessed on the ownership of the Aircraft. Lessee shall promptly reimburse (on an after-tax basis) Lessor for any Taxes charged to or assessed against Lessor, including, without limitation, any sales, use, or other\nsimilar transaction taxes and property taxes imposed by the State of California or any agency or authority thereof or any local authority therein. Lessor and Lessee acknowledge that the California property tax is levied against the owner and/or\noperator of the Aircraft at 12:01 a.m. on January 1st of each year – for the upcoming tax year – and such tax is typically due and\npayable on or before August 31st of such year. No California property tax should be due with respect to the Aircraft during 2008, and Lessee\nwill receive the benefit of this exception. The tax due for future years will attach on January 1st of each year and will be due and payable", "source": "agreement_4.md" }, { "id": "1672", "text": "will receive the benefit of this exception. The tax due for future years will attach on January 1st of each year and will be due and payable\nlater in that year. The tax is not pro-rated or forgiven if the Aircraft is sold or this Agreement is terminated after January 1st. It is\nagreed by Lessee and Lessor that the California Property Tax due for the final year of the Lease Term will be payable by Lessee at a time that is likely to occur after the end of the Lease Term. For example, if the Agreement terminates on\nMay 15, 2011, then Lessee shall be", "source": "agreement_4.md" }, { "id": "1673", "text": "2.", "source": "agreement_4.md" }, { "id": "1674", "text": "responsible to pay California property tax for the years 2009, 2010 and 2011, including the 2011 California property tax payment due on or before\nAugust 31, 2011.", "source": "agreement_4.md" }, { "id": "1675", "text": "**(b)**Notwithstanding the foregoing, the term\n“Taxes” shall not include Taxes to the extent they are: (i) taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net income of Lessor; (ii) in the nature of\nfranchise or conduct of business taxes imposed on Lessor; (iii) the result of Lessor’s own bankruptcy or any act on the part of Lessor in contravention of the provisions of this Agreement or any failure of Lessor to observe the provisions\nof this Agreement; (iv) imposed as a result of any voluntary sale, assignment, transfer, or other disposition by Lessor of its ownership interest in the Aircraft, unless such transfer or disposition occurs during an Event of Default under this\nAgreement, in which case, Lessor agrees to use commercially reasonable efforts to minimize any adverse tax consequences related to such disposition; (v) so long as no Event of Default under this Agreement shall have occurred and be continuing,\nimposed with respect to acts or events occurring or matters arising after the return of possession of the Aircraft to Lessor pursuant to the terms of this Agreement; (vi) imposed solely as a result of a transaction which is unrelated to the\ntransactions contemplated under this Agreement; (vii) interest or penalties resulting from Lessor’s failure to file timely and proper tax returns except to the extent such failure is a result of Lessee’s failure to provide Lessor in a\ntimely manner with the information needed to pay such Taxes; (viii) a result of the willful misconduct or gross negligence of Lessor, or (ix) pertaining to the sale and delivery of the Aircraft from Bombardier Inc. to Lessor prior to the\nLease Operations.", "source": "agreement_4.md" }, { "id": "1676", "text": "**(c)**Lessee shall also be liable for any federal\nexcise tax imposed under Internal Revenue Code Section 4261 (the **“Commercial Transportation Tax”**) if such tax is (or if Lessor reasonably determines that such tax is) applicable to any or all amounts paid (or deemed to be paid)\nby Lessee to Lessor hereunder. Lessee shall pay such tax to Lessor within thirty (30) days after receipt of Lessor’s written invoice therefor, unless such tax is being contested pursuant to **Section 4(i)**. \n\n **(d)**Lessee shall also be liable for and shall pay any and all fees for licenses,\nregistrations, permits, and other certificates as may be required for the lawful operation of the Aircraft during the Lease Term. \n\n **(e)**Lessee shall also pay any and all liabilities, fines, forfeitures, or penalties for violations of any applicable governmental regulations relating to the Lease Operations and\nreimburse Lessor for any amounts expended by Lessor on account of such violations except as set forth in **Section 14**. \n\n **(f)**Lessor shall promptly notify Lessee and send Lessee any notices, reports, and inquiries of taxing authorities concerning any Taxes or other charges payable by Lessee that may be\nreceived from time to time by Lessor with respect to the Aircraft. \n\n **(g)**Lessee shall reimburse Lessor, within thirty (30) days after Lessee’s receipt of a written demand for such reimbursement from Lessor together with supporting invoices\nrelating to such payment, for any Taxes (or other amounts described in this **Section 4)** charged to or assessed against Lessor.", "source": "agreement_4.md" }, { "id": "1677", "text": "**(h)**Lessee shall show Lessor as the owner of the Aircraft on all tax reports or returns, and send Lessor a copy of each report or return and evidence of\nLessee’s payment of Taxes upon request. \n\n  \n\n\n3.", "source": "agreement_4.md" }, { "id": "1678", "text": "**(i)**Lessor hereby acknowledges and\nagrees that Lessee may, from time to time, contest or pursue refunds of any Taxes that Lessee is required to pay, to or on behalf of Lessor or otherwise, hereunder. Lessor agrees to fully cooperate in the process of making such contest or obtaining\nsuch refunds, which may require the submission of such contest or claims by Lessor in Lessor’s own name. Upon receipt of any such refund, Lessor agrees to immediately pay the amount of such refund to Lessee. In connection with any such contest\nor refund pursuit by Lessee under the circumstances described above, (i) Lessor shall not be required to take any action pursuant thereto unless Lessor, in its sole discretion, determines there exists a reasonable basis in law and fact so to\ndo, and (ii) in any event, Lessee hereby agrees to indemnify Lessor for any liability or loss which Lessor may incur as a result of or in any way relating to such contest or related proceeding and agrees to pay Lessor on demand all reasonable\ncosts and expenses, including attorneys’ fees, incurred by or on behalf of Lessor in connection with such contest/pursuit.", "source": "agreement_4.md" }, { "id": "1679", "text": "**(j)**Lessor agrees to acquire, hold and deliver the Aircraft to Lessee and Lessee agrees that it will operate the Aircraft, each in a manner that qualifies for the exemption from\nCalifornia Sales and Use Tax identified in California Regulation 1620(b)(4)(b) relating to the Aircraft’s flight time in interstate or foreign commerce. Lessee will monitor such operations and prepare and preserve all documentation required by\nthe California Board of Equalization (**“CBE”**) to qualify for such exemption. Lessee will engage ATIS Group, LLC (Victor Anvick) prior to any Lease Operation to assist Lessee and Lessor in this process and to obtain written\nverification from the CBE of the Aircraft’s qualification for this exemption promptly following the end of the appropriate test period. \n\n **(k)**For purposes of this **Section 4**, all references to “Lessor” shall be deemed to include any permitted assignee of Lessor. \n\n 5.         **MAINTENANCE RESPONSIBILITY.** At all times during\nthe Lease Term:", "source": "agreement_4.md" }, { "id": "1680", "text": "5.         **MAINTENANCE RESPONSIBILITY.** At all times during\nthe Lease Term: \n\n **(a)**        Lessee shall, at Lessee’s cost and expense,\nbe responsible for the servicing, repair, inspection, maintenance and overhaul of the Aircraft. Lessee shall maintain, inspect, service, repair, overhaul and test the Aircraft in accordance with: (i) all requirements under any applicable\nsections of the maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (ii) all statutes, laws, ordinances, regulations and\nstandards or directives issued by any governmental agency applicable to the maintenance of the Aircraft, including (A) all mandatory or otherwise required service bulletins issued, supplied, or available by or through the manufacturer and/or\nthe manufacturer of any engine or part with respect to the Aircraft, and (B) all airworthiness directives applicable to the Aircraft issued by the FAA that by their terms require compliance during the Lease Term, and causing such directives and\nbulletins to be completed through corrective modification in lieu of operating manual restrictions, when and to the extent commercially reasonable. \n\n **(b)**Lessee shall, at Lessee’s cost and expense, maintain all records, logs and other materials pertaining to the Aircraft and its maintenance (including any\ncomputerized maintenance records) in accordance with all applicable FAA rules and regulations and in a manner that does not modify or impair any applicable warranties.", "source": "agreement_4.md" }, { "id": "1681", "text": "**(c)**        All of Lessee’s maintenance procedures shall be undertaken and completed in accordance with the manufacturer’s recommended\nprocedures, and by properly trained, licensed, and certificated maintenance sources and maintenance personnel, so as to keep the Aircraft, each engine and every component and system of each: (i) in as good operating condition as when delivered\nto Lessee hereunder, ordinary wear and tear excepted, and (ii) in such operating condition as may be necessary to enable the FAA Standard Airworthiness Certificate (and any other applicable certificate, license, \n\n\n  \n\n\n4.", "source": "agreement_4.md" }, { "id": "1682", "text": "registration or authorization) to be maintained in good standing, and in a manner that does not modify or impair any applicable warranties. \n\n **(d)**        Any service, repair and maintenance shall take precedence over scheduling of\nthe Aircraft for Lease Operations, unless such can be safely deferred in accordance with applicable laws and regulations. \n\n **(e)**Lessee shall, at Lessee’s cost and expense, replace or have repaired appliances, parts, instruments, appurtenances, accessories, furnishings, and other equipment or components\nof the Aircraft that may have become worn out, lost, stolen, destroyed, damaged or otherwise rendered unfit for use for any reason whatsoever. All such replacements or repairs installed on or incorporated into the Aircraft shall upon such\ninstallation or incorporation become the property of Lessor. \n\n **(f)**Lessee shall not make any change in the configuration, appearance or coloring of the Aircraft from that in effect at the beginning of the Lease Term, other than changes mandated by\nthe FAA or consented to in writing by Lessor. Lessee shall, at Lessee’s cost and expense, make only such alterations or modifications to the Aircraft that: (i) are necessary or advisable to comply with Lessee’s obligations pursuant to\nthis Agreement, or (ii) as are required to comply with any applicable law or any governmental rule or regulation.", "source": "agreement_4.md" }, { "id": "1683", "text": "**(g)**Any repair, alteration or modification made to the Aircraft and any replacement parts, including any replacement engine, installed thereon in the course of repairing or maintaining\nthe Aircraft, shall be deemed an accession, and title thereto shall be immediately vested in Lessor without cost or expense to Lessor, except with respect to a temporary loaner engine, APU or part installed on the Aircraft during the period of\nmaintenance or repair of the original engine, APU or part required by this Agreement, and provided such loaner engine, APU or part is removed and the original engine, APU or part (or any accession as may be permitted hereby) is reinstalled promptly\non the completion of such repair or maintenance, but, if reasonably practicable, no later than the first to occur of (i) 6 months after the applicable removal or (ii) termination of this Agreement in accordance with its terms; and if\nreinstallation is not reasonably practicable by such time, then Lessee shall make reasonable accommodations for such reinstallation. Reinstallation of any original engine, APU or part (or any accession permitted hereby) shall be accomplished to\nallow the Aircraft to conform with the Return Conditions on the Return Date. Otherwise, Lessee will not modify the Aircraft or affix or remove any accessory to the Aircraft leased hereunder, without the consent of Lessor. Lessee may use\nLessee’s existing Ground Support Equipment (**“GSE”**) and Spare Parts (“**Spares”**) in support of the Aircraft during the Lease Term, which shall remain the property of Lessee until installed on the Aircraft, at\nwhich time such GSE and Spares shall be deemed an accession in accordance with this subsection of the Agreement.", "source": "agreement_4.md" }, { "id": "1684", "text": "**(h)**Lessee agrees, at its own cost and expense, to cause the Aircraft to be kept marked with the U.S. registration number specified above; and replace promptly any such Aircraft marking\nwhich may be removed, defaced or destroyed. \n\n **(i)**        If, and so long as,\nno Event of Default exists under this Agreement, Lessee shall, and hereby is, authorized to assert and enforce, at Lessee’s sole cost and expense, in the name of and for the account of Lessor and/or Lessee, as their interests may appear,\nwhatever claims and rights Lessor may have under any warranties applicable to the Aircraft. \n\n **(j)**Lessor may from time to time, at its option, perform any act which Lessee agrees hereunder to perform under this **Section 5** and which Lessee shall fail to perform after\nbeing requested in \n\n\n  \n\n\n5.", "source": "agreement_4.md" }, { "id": "1685", "text": "writing to so perform by Lessor. Lessee shall reimburse Lessor for any such expenses (the “**Lessee Expenses**”). Lessor may from time to time\ntake any other action which Lessor may reasonably determine necessary for the maintenance, preservation or protection of the Aircraft. \n\n **(k)**Notwithstanding anything contained herein to the contrary, the parties agree that Lessee shall be responsible to outfit the Aircraft with interior convenience\nitems such as china, crystal, silverware, linens, etc. and that such interior items shall be and will remain the property of Lessee and may be removed by Lessee from the Aircraft at the expiration or termination of this Agreement. \n\n **(l)**Capital improvements to the Aircraft (as determined under GAAP) required by\nthis Agreement or otherwise mutually agreed to by Lessor and Lessee, such as repainting, engine overhaul and airframe modifications, to the extent over and above those covered under CorporateCare, APU MSA, Smart Parts (each as defined in\n**SCHEDULE 1 TO EXHIBIT C** attached to this Agreement) or any applicable warranty or service plan (collectively, **“Capital Improvements”**) shall be paid for by Lessor. The parties shall\nestablish a reasonable fair market lease rate applicable to Capital Improvements, if any, for the remainder of the Lease Term. Such amounts shall be paid monthly by Lessee to Lessor with, and under the same terms as, the Basic Rent. \n\n 6.        **OPERATIONAL CONTROL** \n\n **(a)**IT IS THE INTENT OF LESSOR AND LESSEE THAT THIS AGREEMENT CONSTITUTES A DRY\nLEASE WITHOUT THE PROVISION OF FLIGHT OR CABIN CREW.", "source": "agreement_4.md" }, { "id": "1686", "text": "**(b)**Lessee\nshall have complete and absolute “operational control” of the Aircraft and shall maintain “possession, command and control” of the Aircraft (as determined by the Internal Revenue Service) during the Lease Operations.\n“**Operational control**” as defined in 14 C.F.R. Section 1.1 and for the purpose of this Agreement, with respect to a flight, means the exercise of authority over initiating, conducting or terminating a flight, and for the\npurposes of this Agreement shall include, without limitation, Lessee, (i) at Lessee’s sole expense, locating and retaining (either through direct employment or contracting with an independent contractor for flight services) a\nduly-qualified flight crew (the “**Flight Crew**”), and selecting the Pilot-In-Command and (ii) being responsible for all other physical and technical aspects of operating the Aircraft, including, without limitation, flight\nfollowing, dispatch, flight planning, flight scheduling, communications, weather, weight and balance and fueling. \n\n **(c)**The Aircraft shall be operated at all times in compliance with, and all Flight Crew shall be appropriately certified, rated and trained in compliance with, (i) all applicable\nFederal Aviation Regulations (**“FARs”**) and (ii) the terms and conditions of any and all insurance policies described in **Section 12**. \n\n **(d)**The Aircraft shall not be operated in any geographic location excluded from coverage under the insurance policies described in\n**Section 12**. \n\n **(e)**The Aircraft shall not be used for any\nillegal purpose or in any manner that could subject the Aircraft to confiscation.", "source": "agreement_4.md" }, { "id": "1687", "text": "**(e)**The Aircraft shall not be used for any\nillegal purpose or in any manner that could subject the Aircraft to confiscation. \n\n **(f)**It is understood and agreed by Lessee that Lessee’s use of the Aircraft for its Lease Operations shall be for Lessee’s own account and that Lessee is prohibited from\nproviding transportation of passengers or cargo for compensation or hire as determined under the FARs, except that (i) time sharing or similar agreements for operations by Lessee permitted under 14 C.F.R. Section 91.501 \n\n\n  \n\n\n6.", "source": "agreement_4.md" }, { "id": "1688", "text": "for the purpose of making the Aircraft available to any officer, director, employee or affiliate of Lessee, and (ii) reimbursement for the carriage of\ncandidates in federal elections under 14 C.F.R. Section 91.321, shall be permitted, each in a form and substance acceptable to Lessor in its reasonable discretion and *provided*: (1) no Event of Default is then existing, (2) such\narrangement does not result in any breach of any other provision of this Agreement or any breach of the Aircraft Mortgage, (3) Lessee remains primarily liable under this Agreement, (4) any such arrangement is subject and subordinate to\nLessor’s rights hereunder (including its right of repossession) and to Bank’s rights under any Aircraft Mortgage, and in the case of operations under item (i) above, the officer, director, employee or affiliate expressly acknowledges\nthe same in such agreement for the benefit of Lessor, and any such agreement is a true lease and does not result in a grant of a “security interest” as such term is used in Section 1-201(37) of the UCC, does not permit any further\nsubleasing or other disposition, is for a term less that six months, and does not permit any de-registration of the Aircraft from the FAA Registry or the registration of any international interests with the International Registry of Mobile Assets in\nDublin, Ireland pursuant to the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment and the regulations and procedures\nthereunder (“**International Registry**”) or allow registration of the Aircraft in the registry of any aviation or other governmental authority of any other nation.", "source": "agreement_4.md" }, { "id": "1689", "text": "7.        **INSPECTION**.  Lessor, or its designee,\nshall have the right to inspect the Aircraft and the Aircraft records at its sole cost and expense during the Lease Term at any reasonable time where the Aircraft is currently located, upon reasonable notice, and to make copies of any such records.\nLessee shall provide to Lessor any information reasonably requested by Lessor with respect to the location, condition, use and operation of the Aircraft. \n\n 8.        **LEGAL TITLE TO THE AIRCRAFT**.  Legal title to the Aircraft\nshall remain in and the Aircraft shall remain registered to Lessor or any appointed trustee thereof at all times during the Lease Term. Lessee shall not create, incur, assume or suffer to exist any lien with respect to the Aircraft or take any\naction that would otherwise dilute Lessor’s unrestricted title to and ownership of the Aircraft, other than other than those which result from (i) the respective rights of Lessor and Lessee as herein provided; (ii) liens arising from\nthe acts of Lessor; (iii) liens for taxes not yet due; and (iv) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like liens arising in the ordinary course of business of Lessee for\nsums not yet delinquent or being contested in good faith. Lessee shall not transfer, assign, charter, sublease or convey Lessee’s or Lessor’s interest in or to the Aircraft, or attempt to do any of the foregoing without Lessor’s prior\nwritten consent.", "source": "agreement_4.md" }, { "id": "1690", "text": "9.        **RETURN\nCONDITIONS**.  Lessee agrees to return the Aircraft to Lessor, at the expiration of this Agreement in accordance with its terms (the **“Return Date”**), at the Aircraft’s home base (as set\nforth in **Section 29**) or such other location as is mutually agreeable to Lessor and Lessee, free and clear of all liens and encumbrances created by Lessee and in compliance with all Return Conditions (as set forth on\n**EXHIBIT C** and its related **Schedules**) and with all Aircraft records, logs and other materials previously delivered to Lessee. The Aircraft will be in as good an operating condition as exists at the time of delivery\nto Lessee, normal wear and tear excepted, with no material damage and all systems functioning properly. Any exceptions or deviations from the required return conditions shall be identified by Lessee to Lessor and listed in the Aircraft or engine\nlogbook, as necessary to comply with all applicable FARs. “Material damage” shall mean damage to the Aircraft that would materially affect the market value or marketability of the Aircraft. \n\n 10.        **REPRESENTATIONS AND WARRANTIES\nOF LESSOR.**  THE AIRCRAFT IS LEASED TO LESSEE BY LESSOR HEREUNDER “AS-IS,” AND LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE \n\n\n  \n\n\n7.", "source": "agreement_4.md" }, { "id": "1691", "text": "AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE AIRCRAFT, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER\nOR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY OTHER\nREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, except that Lessor represents and warrants to Lessee as follows: \n\n **(a)**Lessor is the registered owner of the Aircraft and has the absolute and unrestricted right, power and authority to enter into and perform its obligations under\nthis Agreement, and the execution and delivery of this Agreement by Lessor have been duly authorized by all necessary action on the part of Lessor. This Agreement constitutes a legal, valid and binding obligation of Lessor, enforceable in accordance\nwith its terms. \n\n **(b)**Lessor is a limited liability company duly\norganized, existing in good standing under the laws of the State of California and has all necessary power and authority under applicable law and its organizational documents to own and lease its properties and to carry on its business as presently\nconducted. \n\n **(c)**Lessor is and will remain throughout the Lease Term\na “citizen of the United States” as defined in Section 40102(a)(15) of Title 49, United States Code. \n\n **(d)**Lessor has provided to Lessee a true and correct copy of the Aircraft Mortgage (as defined in **Section 12**) and will provide Lessee with a copy of any amendments thereto.", "source": "agreement_4.md" }, { "id": "1692", "text": "11.        **REPRESENTATIONS AND\nWARRANTIES OF LESSEE.**  Lessee hereby represents and warrants to Lessor as follows: \n\n **(a)**Lessee has the absolute and unrestricted right, power and authority to enter into and perform its obligations under this Agreement, and the execution and\ndelivery of this Agreement by Lessee have been duly authorized by all necessary action on the part of Lessee. This Agreement constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. \n\n **(b)**Lessee is a corporation duly organized, existing and in good standing under\nthe laws of the State of California and has all necessary power and authority under applicable law and its organizational documents to lease its property and to carry on its business as presently conducted. \n\n **(c)**Lessee is a “citizen of the United States” as defined in\nSection 40102(a)(15) of Title 49, United States Code. \n\n **(d)**        A\ncopy of this Agreement, and a current and valid AC Form 8050-l or AC Form 8050-3 will be kept on the Aircraft at all times during the Lease Term. \n\n **(e)**        Lessee shall not operate the Aircraft under Part 135 of the FARs. \n\n **(f)**        Lessee shall notify the nearest Flight Standards District Office of the FAA at least forty-eight (48) hours prior to the first\nflight of the Aircraft under this Agreement. \n\n  \n\n\n8.", "source": "agreement_4.md" }, { "id": "1693", "text": "**(g)**        Throughout the Lease Term,\nLessee will not use or operate and will not permit the Aircraft to be used or operated “predominately” outside the United States as that phrase is used in Section 168(g)(1)(A) of the Internal Revenue Code. \n\n **(h)**Other than as is described on the cover page of this Agreement and in\n**Sections 13(b)** and **13(c)** below, Lessee shall not make any filings or registrations with respect to this Agreement or the Aircraft at the FAA or at the International Registry unless consented to in writing by Lessor. \n\n 12.        **INSURANCE**.  Lessee will maintain, or\ncause to be maintained and in effect, at all times during the Lease Term, comprehensive aircraft hull, liability and war-risk insurance with respect to the Aircraft as follows: \n\n **(a)**Liability insurance maintained at all times and any other type of insurance\nrequired under applicable laws and regulations of the United States and any other jurisdiction in which the Aircraft is operated, but in no event less than **$300,000,000** combined single limit for any one occurrence; \n\n **(b)**All risk aircraft hull insurance covering the Aircraft maintained at all times\nfor an amount not less than the greater of (i) **$53,000,000** and (ii) the fair market value of the Aircraft (as reasonably determined by Lessor from time to time during the Lease Term upon providing Lessee with written evidence\nreasonably substantiating same); \n\n **(c)**Any other insurance required\nby **BANC OF AMERICA, N.A.** (or any substitute or replacement financial institution, the ***“*****Bank*****”***) as the beneficiary of any mortgage or security interest\nmade by Lessor that includes the Aircraft as collateral (the “**Aircraft Mortgage**”); and", "source": "agreement_4.md" }, { "id": "1694", "text": "**(d)**All such insurance policies shall: (i) be with insurance companies of recognized responsibility, (ii) name Lessor as the insured owner with respect to the hull and\nliability insurance and Lessee (and any Bank) as an additional insured with respect to the liability insurance, (iii) name Lessor as the sole loss payee with respect to any hull insurance (except as otherwise required by clause (iv)) and\n(iv) shall comply with all other insurance requirements of Bank under any Aircraft Mortgage; *provided however,* that the parties agree that the Aircraft will be added to the hull and liability policies maintained by Lessee for\nLessee’s existing aircraft, with only such changes to the terms, conditions, coverages and limitations thereof as are required hereby or as are consented to by Lessor in writing. \n\n The Aircraft shall not be operated by Lessee, nor shall Lessee allow the Aircraft to be operated by any other party, at any time, unless and until such insurance policies are in effect. Lessee\nand Lessor shall consult with each other, from time to time, in determining any additional amounts of insurance that may be advisable with respect to the Lease Operations and the Aircraft. \n\n 13.        **SUBORDINATION; FILING OF\nAGREEMENTS**. \n\n **(a)        ALL RIGHTS OF LESSEE\nHEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO THOSE OF BANK UNDER ANY AIRCRAFT MORTGAGE. THIS AGREEMENT IS SUBJECT TO THAT CERTAIN CONSENT TO LEASE AND ASSIGNMENT, DATED MAY 16, 2008, BY AND AMONG LESSEE, LESSOR AND BANK\n(the “Consent”).**", "source": "agreement_4.md" }, { "id": "1695", "text": "**(b)        CAPE\nTOWN REGISTRATIONS**.  The Convention on International Interests in Mobile Equipment and the Protocol to the Convention on Matters Specific to Aircraft Equipment and the regulations and\nprocedures issued thereunder (collectively, the “**Cape Town Convention**”) will be \n\n\n  \n\n\n9.", "source": "agreement_4.md" }, { "id": "1696", "text": "applicable to the lease of the Aircraft under this Lease. Lessor and Lessee shall each register, if not already registered, as an approved Transacting User\nEntity of the International Registry, at each party’s own expense, in time to support a timely delivery of the Aircraft on the Effective Date. Lessor and Lessee each shall appoint, not later than **one (1)** business day prior to the\nEffective Date, FAA Counsel as its Professional User Entity to accomplish the registration of International Interests (as defined in the Cape Town Convention) with respect to the Lease. \n\n **(c)**Lessor and Lessee agree to promptly execute and deliver to Bank such further\ninstruments, UCC, FAA, Cape Town Convention and International Registry filings and other documents, and take such further action, as Bank may from time to time reasonably request in order to further carry out the intent and purpose of the Aircraft\nMortgage and Consent and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of Bank thereby. \n\n 14.        **LIMITATION OF LIABILITY**.", "source": "agreement_4.md" }, { "id": "1697", "text": "14.        **LIMITATION OF LIABILITY**. \n\n **(a)**Lessee agrees to indemnify and hold harmless Lessor and its respective officers, directors, partners, employees, shareholders, agents and\naffiliates (collectively, **“Representatives”**) from any claim, damage, loss, or reasonable expense (including reasonable attorney’s fees) resulting from damage to any property (including the Aircraft) or for bodily injury to or\ndeath of any person(s) caused by an occurrence and arising out of the possession, maintenance or use of the Aircraft during the Lease Term; except (i) to the extent caused by the gross negligence or willful misconduct of Lessor, or its\nRepresentatives, or (ii) relating to any claim, damage, loss or reasonable expense of Lessor or its Representatives to the extent covered by the proceeds from the insurance policies required under **Section 12** hereof.", "source": "agreement_4.md" }, { "id": "1698", "text": "**(b)**EACH PARTY AGREES THAT (i) THE PROCEEDS OF INSURANCE TO WHICH IT IS\nENTITLED, (ii) ITS RIGHTS TO INDEMNIFICATION UNDER THIS **SECTION 14**, AND (iii) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES\nFOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS **SECTION 14** EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT\nOF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL LESSOR OR LESSEE BE LIABLE TO THE OTHER FOR OR HAVE ANY DUTY FOR INDEMNIFICATION TO THE OTHER FOR SUCH OTHER PARTY’S CLAIMED INDIRECT, SPECIAL,\nCONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OF SUCH OTHER PARTY’S DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE LOSS OF PROFIT OR INSURANCE DEDUCTIBLE, EXCEPT AS RELATE TO CLAIMS BY LESSOR AGAINST LESSEE FOR REIMBURSEMENT OF THIRD-PARTY\nBODILY INJURY, DEATH OR PROPERTY DAMAGE.", "source": "agreement_4.md" }, { "id": "1699", "text": "**(c)**NOTWITHSTANDING\nANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, LESSEE SHALL INDEMNIFY LESSOR AND REIMBURSE LESSOR FOR ANY DIMINUTION IN VALUE OF OR TO THE AIRCRAFT RESULTING FROM DAMAGE THERETO DURING THE LEASE TERM, EXCEPT (I) TO THE EXTENT CAUSED BY\nTHE NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR OR ITS REPRESENTATIVES OR (II) TO THE EXTENT COVERED BY THE PROCEEDS FROM THE INSURANCE POLICIES REQUIRED UNDER **SECTION 12** HEREOF. If the parties cannot agree on whether or not the Aircraft has\nsuffered diminution in value or the amount of such diminution in value, then an appraisal will be performed to determine the diminution in Aircraft value, if any, that is proximately caused by such damage and repair. \n\n\n  \n\n\n10.", "source": "agreement_4.md" }, { "id": "1700", "text": "The appraisal will be conducted by a panel of three (3) experienced aircraft appraisers, with each party selecting, and bearing the expense of, one\n(1) appraiser and the two (2) appraisers thus appointed selecting the third appraiser, who will act as chairman and whose expense will be borne equally by both parties. The appraisers’ evaluation will include, without limitation, the\nnature and quality of the repair (e.g., replacement of damaged components with new components versus repair of damaged components), market conditions and a review of the relevant Aircraft logbook entry(ies). The findings of the two appraisers which\nare closest in value shall be averaged and shall constitute the diminution in value caused by the damage, if any. \n\n **(d)** The provisions of this **Section 14** shall survive the termination or expiration of this Agreement.", "source": "agreement_4.md" }, { "id": "1701", "text": "15.        **TERMINATION**.  Lessor may terminate this Agreement at any time upon an Event of Default by Lessee. The term “Event of Default” means\nany of the following events: (a) Lessee breaches its obligation to pay the Basic Rent or any other sum when due and fails to cure such breach within ten (10) days; (b) Lessee breaches any of Lessee’s insurance obligations under\n**Section 12**; (c) Lessee’s material breach of any of its other obligations and failure to cure that breach within thirty (30) days after written notice from Lessor to Lessee; (d) any representation or warranty made by\nLessee in connection with this Agreement shall be false or misleading in any material respect when made; (e) Lessee becomes insolvent or ceases to do business as a going concern; or (f) a petition is filed by or against under any\nbankruptcy, insolvency or similar laws and in the event of an involuntary petition, the petition is not dismissed within forty-five (45) days of the filing date. Lessee may, at its option, terminate this Agreement in the case of any Event of\nDefault (as such term is defined in the Aircraft Mortgage) under the Aircraft Mortgage acted on by the Bank. In addition to the foregoing, unless otherwise agreed in writing by Lessee and Lessor, this Agreement shall terminate at 12:00 noon Pacific\nTime on the later of (x) the retirement or other event that results in the withdrawal of W. Howard Lester from the active management of Lessee (each a “Retirement Event”), and (y) the ninetieth (90th) day following written notice of a Retirement Event. With respect to notice to Lessor of a Retirement Event, notice to W. Howard Lester shall be deemed\nsuch notice.", "source": "agreement_4.md" }, { "id": "1702", "text": "16.        **INDEPENDENT\nCONTRACTOR**.  Nothing herein shall in any way create any association, partnership or joint venture relationship between the parties or be construed to evidence the intention of the parties to constitute\nsuch. Lessor and Lessee shall be considered independent contractors under this Agreement. All persons engaged by Lessee in connection with the Lease Operations and in performance of its obligations under this Agreement shall at all times and for all\npurposes be considered Lessee’s employees or agents, and Lessee shall be solely responsible for payment of all federal, state, and other applicable government, social security, social insurance, unemployment and sickness disability insurance\nand other payroll taxes with respect such respective party’s employees, including contributions from them when and as required by law. Lessee agrees to indemnify and save Lessor harmless from any and all claims that may be made by Lessee’s\nemployees under workers compensation laws in relation to the Lease Operations and in Lessee’s performance of Lessee’s obligations under this Agreement. \n\n 17.        **ASSIGNMENT**.  Neither Lessee nor Lessor shall assign this Agreement or any rights hereunder at any\ntime without the other party’s prior written consent; *provided, however,* with notice to Lessee, Lessor may assign its rights hereunder to Bank in connection with the Aircraft Mortgage. \n\n 18.        **AMENDMENTS AND\nWAIVERS**.  No term or provision of this Agreement may be amended, modified, waived, discharged or terminated orally, but only by a written instrument signed by the party against which enforcement of such\namendment, modification, waiver, discharge or termination is sought. No delay or failure by either party to exercise any right under this Agreement shall constitute a \n\n\n  \n\n\n11.", "source": "agreement_4.md" }, { "id": "1703", "text": "waiver of that or any other right hereunder and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose\ngiven. \n\n 19.        **NOTICES**.  Unless\notherwise expressly provided by law or herein, all notices, instructions, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, postage prepaid and return receipt\nrequested, or sent by facsimile or electronic transmission (the receipt of which shall be confirmed by the parties, either by a confirming copy sent by air mail, postage prepaid, or some other manner which confirms receipt of the facsimile or\nelectronic transmission), and the date of personal delivery or facsimile or electronic transmission or seven (7) days after the date of mailing (other than in the case of the mailing of a confirming copy of a facsimile or electronic\ntransmission), as the case may be, shall be the date of such notice, in each case to the address, facsimile number or e-mail address of such party set forth on the signature page hereto (or at such other address, facsimile number and/or e-mail\naddress as either party shall have furnished to the other in writing). Copies of all communications provided hereunder shall also be sent to each party’s attorneys at the following addresses:", "source": "agreement_4.md" }, { "id": "1704", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| **LESSOR’S ATTORNEY** |    | **LESSEE’S ATTORNEY** |\n| Aero Law Group, PLLC |    | Barbera & Watkins, LLC |\n| Attn: Kevin C. Austin, Esq. |    | Attn: Joanne M. Barbera, Esq. |\n| P.O. Box 50228 |    | 6701 W. 64th Street, Suite 315 |\n| 11120 NE 2nd Street |    | Overland Park, KS 66202 |\n| Bellevue, WA 98004-8332 |    | |\n| Phone: 425-456-1800 |    | Phone: 913-677-3800 |\n| Facsimile: 425-456-1801 |    | Facsimile: 913-677-3801 |\n| E-mail:  AustinKC@law.aero |    | E-mail:  jbarbera@bwaerolaw.com |\n\n 20.        **ENTIRE\nAGREEMENT**.  This Agreement is the entire agreement between the parties. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on either party unless\nin writing signed by both parties. \n\n 21.        **GOVERNING\nLAW/JURISDICTION.**This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely\nwithin California. The parties hereby submit to the exclusive jurisdiction and venue of any court (federal, state or local) having situs within the State of California.", "source": "agreement_4.md" }, { "id": "1705", "text": "22.        **HEIRS AND SUCCESSORS**.  This Agreement and each of its provisions\nshall be binding on and shall inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors and assigns of the parties to this Agreement. Nothing contained in this **Section 23** shall be\nconstrued as consent by Lessor to any assignment of this Agreement or any interest therein by Lessee, nor as consent by Lessee to any assignment of this Agreement or any interest therein by Lessor. \n\n 23.        **FURTHER\nASSURANCES**.  Each party shall execute and deliver to the other such further documents and take such further action as may be necessary to effectuate the intent and purpose of this Agreement. \n\n 24.        **CAPTIONS**.  The captions used in this\nAgreement are solely for convenience of reference and do not form part of this Agreement. \n\n 25.        **NO THIRD PARTY BENEFICIARY**.  No person, other than the parties expressly named herein, is\nintended to be a beneficiary of any provisions of this Agreement. \n\n  \n\n\n12.", "source": "agreement_4.md" }, { "id": "1706", "text": "26.        **SEVERABILITY**.  If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be\nprohibited or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held prohibited or unenforceable, shall not be affected thereby, and each term\nand provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. \n\n 27.        **COUNTERPARTS**.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original,\nand such counterparts together shall constitute and be one and the same instrument. \n\n 28.        **HOME BASE OF AIRCRAFT**.  The Aircraft is based at **OAKLAND\nINTERNATIONAL AIRPORT, OAKLAND, CALIFORNIA (KOAK)**. \n\n 29.        **TRANSACTION COSTS AND EXPENSES**. Closing costs associated with this Agreement shall be shared equally by\nLessor and Lessee. Each party to this Agreement shall bear its own transaction costs and expenses, including for its own attorneys and advisors, except as otherwise set forth herein. Lessor shall bear its own transaction costs and expenses,\nassociated with the Aircraft’s acquisition from Bombardier, including (a) fees and expenses paid to Boston JetSearch, Inc., (b) fees related to the technical acceptance and receipt of the Aircraft by Lessor’s technical advisors,\nand (c) registration of the Aircraft in Lessor’s name with the FAA and the International Registry.", "source": "agreement_4.md" }, { "id": "1707", "text": "30.        **ATTORNEYS’ FEES**. In any action or proceeding brought by any party against the other arising under or in connection with this\nAgreement or any other documents related thereto, the prevailing party shall, in addition to other allowable costs, be entitled to an award of reasonable attorneys’ fees. \n\n [Signature page follows.] \n\n  \n\n\n13.", "source": "agreement_4.md" }, { "id": "1708", "text": "31.        **TRUTH\nIN LEASING** \n\n **(a)**LESSEE HAS REVIEWED THE AIRCRAFT’S MAINTENANCE RECORDS AND OPERATING LOGS AND HAS FOUND THAT, DURING THE TWELVE MONTHS PRECEDING THE EFFECTIVE DATE (OR FROM THE DATE OF THE\nAIRCRAFT’S MANUFACTURE, IF A SHORTER PERIOD) THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FARS. LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER\nTHIS AGREEMENT. \n\n **(b)**LESSEE CERTIFIES THAT LESSEE AND NOT LESSOR IS\nRESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT DURING THE LEASE TERM. LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS LESSEE’S RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE FARS. \n\n **(c)**LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL\nCONTROL AND THE PERTINENT FARS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. \n\n **(d)**LESSEE CERTIFIES AND AGREES 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 A\nREPRESENTATIVE OF THE FEDERAL AVIATION ADMINISTRATION. \n\n The parties have executed this Agreement as of the day and year\nfirst written above.", "source": "agreement_4.md" }, { "id": "1709", "text": "| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| **LESSOR:** |   | |   | **LESSEE:** |\n| | | |\n| **WHL MANAGEMENT LLC** |   | |   | **WILLIAMS-SONOMA, INC.** |\n| a California limited liability company |   | |   | a California corporation |\n| | | | | |\n| By:  |   | /s/ Kirk Lester |   | |   | By:  |   | /s/ Sharon L. McCollam |\n| | | |\n| Printed Name: R. Kirk Lester |   | |   | Printed Name: Sharon L. McCollam |\n| | | | | |\n| Its: |   | Manager |   | |   | Its: |   | Executive Vice President, Chief |\n| |   | |   | |   | Operating and Chief Financial Officer |\n| WHL Management LLC |   | |   | Williams-Sonoma, Inc. |\n| Address: c/o R. Kirk Lester, PO Box 1475 |   | |   | Address: 3250 Van Ness Avenue |\n| Rancho Mirage, CA 92270 |   | |   | San Francisco, CA 94109 |\n| Phone: 760-779-5236 |   | |   | Phone: 415-616-8775 |", "source": "agreement_4.md" }, { "id": "1710", "text": "| Phone: 760-779-5236 |   | |   | Phone: 415-616-8775 |\n| Fax: 703-837-1592 |   | |   | Fax: 415-439-1067 |\n| Attn: R. Kirk Lester |   | |   | Attn: Sharon McCollam |\n| E-mail: kirk@rklester.com |   | |   | E-mail: smccollam@wsgc.com |", "source": "agreement_4.md" }, { "id": "1711", "text": "14.", "source": "agreement_4.md" }, { "id": "1712", "text": "**EXHIBIT A** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n **DELIVERY CONDITIONS** \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| In addition to the requirements set forth in **Section 1(b)** of this Agreement, Lessor shall deliver the Aircraft to Lessee in\ncompliance with the following provisions (the “**Delivery Conditions**”): |\n| | | |\n| |    | (1) |    | The Aircraft shall be airworthy and shall have been maintained and operated in accordance with the standards contained in Section 5 of this\nAgreement and in compliance with FAR Part 91 and all other applicable FAA regulations. |\n| | | |\n| |    | (2) |    | The Aircraft exterior shall be washed and the interior shall be clean. |\n| | | |\n| |    | (3) |    | The Aircraft shall have installed the full complement of engines and other equipment, parts, components, accessories and loose equipment as\nwould be necessary for Lessee to operate the Aircraft in accordance with its intended use. |\n| | | |\n| |    | (4) |    | The Aircraft shall comply with all outstanding Regulations and Airworthiness Directives issued by the FAA affecting such model aircraft,\nengines, and components that by their terms require compliance on or before the date of the first Lease Operation. |\n| | | |\n| |    | (5) |    | When the Aircraft is delivered to Lessee, all Aircraft systems (including galleys, passenger and cargo compartments) shall be fully operational\nfor their intended functions. |\n\n  \n\n\nA-1", "source": "agreement_4.md" }, { "id": "1713", "text": "**EXHIBIT B** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n **AIRCRAFT DELIVERY RECEIPT** \n\n **WILLIAMS-SONOMA, INC.** (“Lessee”) hereby accepts and acknowledges receipt from **WHL MANAGEMENT LLC** (“Lessor”) in\naccordance with the terms and conditions of the Aircraft Lease Agreement between Lessee and Lessor dated May\\_\\_\\_\\_\\_\\_\\_\\_, 2008, of that certain **2007 Bombardier Inc. Model BD-700-1A11 “GLOBAL 5000”** aircraft, U.S.\nregistration number **N878HL**, and bearing manufacturer’s serial number **9261**, including its **ROLLS-ROYCE DEUTSCHLAND BR710A2-20** engines, serial numbers **12633** and\n**12634**, and all other appliances, avionics, parts, additions, appurtenances, accessories, instruments, components, systems, furnishings, and other items of equipment now installed thereon, and all flight manuals, log books and records required\nby the United States Federal Aviation Administration (“**FAA**”) relating to said aircraft, engines, components and systems, including the equipment and accessories set forth in Schedule 1 attached hereto (collectively, the\n“**Aircraft**”). At the time of delivery the Aircraft and engines had the following hours: \n\n Airframe: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n\n Engine S/N 12633: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n\n Engine S/N 12634: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_", "source": "agreement_4.md" }, { "id": "1714", "text": "Engine S/N 12634: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n\n IN WITNESS WHEREOF, this instrument has been duly signed by the undersigned authorized party, and the Aircraft accepted at \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ Airport, in \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_, on May\\_\\_\\_\\_\\_\\_\\_\\_\\_,\n2008, at \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ a.m./p.m. local time. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| **LESSEE:**   WILLIAMS-SONOMA, INC. |\n| | |\n| By:  |   |   |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| Print Name:  |   |   |\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| Its:  |   |   |\n\n **LESSOR:** \n\n WHL MANAGEMENT LLC \n\n By: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n\n Print Name: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n\n Its: \\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_ \n\n  \n\n\nB-1", "source": "agreement_4.md" }, { "id": "1715", "text": "**SCHEDULE 1 TO AIRCRAFT DELIVERY\nRECEIPT** \n\n **AVIONICS AND EQUIPMENT**", "source": "agreement_4.md" }, { "id": "1716", "text": "| | | |\n| --- | --- | --- |\n| | | |\n| **Lightning Sensor System (Honeywell)** |    | |\n| | |\n| **LH Entrance Jeppesen Manual (10max) Storage Drawer** |    | |\n| **Noise Cancelling Headphones for Crew** |    | |\n| **Wireless LAN** |    | |\n| **Standby Analog Telephone Jack and Loose Equipment** |    | |\n| **Handset (in Cockpit)** |    | |\n| **Additional Wired Handset, without Cradle** |    | |\n| **18.1 Inch LCD Pop Up Monitor in Credenza** |    | |\n| **- 24 Inch Bulkhead Monitors. Quantity 2** |    | |\n| **10.4 Inch Touchsecreen Monitor. Quantity 1** |    | |\n| **- 3 in arm monitors** |    | |\n| **Additional Galley Outlet (115v-60Hz)** |    | |\n| **Utility Outlets For Cockpit (115VAC - 60Hz)** |    | |\n| **Additional TRU & PDEs #5 and 6** |    | |\n| **Service Lights Timer Cabin Power Override System** |    | |\n| **Sunshield (Cockpit)** |    | |\n| **Side Console Pouches in cockpit (connectors delta)** |    | |\n| **Floor Mat Heaters (Entrance Area)** |    | |\n| **Flight Compartment Printer** |    | |", "source": "agreement_4.md" }, { "id": "1717", "text": "| **Flight Compartment Printer** |    | |\n| **Recliner Type Legrest, Single Seat (qty 6)** |    | |\n| **Flexible Reading Light, Single Seat (qty 6)** |    | |\n| **Flexible Reading Light, Double Seat (qty 2)** |    | |\n| **Plug-in Headrest with Flexwings (qty 10)** |    | |\n| **Single Seat Wide replacing Single Narrow Seat (qty 2)** |    | |\n| **Three Place Divan** |    | |\n| **Espresso Coffee Maker, Manual Fill** |    | |\n| **Addition Fwd Cabin Windows (in Fwd Lavatory)** |    | |\n| **Enviroclean System for Vacuum Toilet** |    | |\n| **Electronic Flight Bag** |    | |\n| **Logo Lights (Exterior)** |    | |\n| **Enhanced Vision System** |    | |\n| **Third FMS** |    | |\n| **Flight Crew Quick Donning Oxygen Masks-Puritan Bennett** |    | |\n| **Airshow: World Map Package** |    | |\n| **Airshow: Day-Night Map with Times Zone** |    | |\n| **Airshow: Static Logo** |    | |\n| **Airshow: Video Briefing English and Non English** |    | |\n| **Airshow: World Explorer** |    | |\n| **Winglet Viewing Mirrors (Cockpit)** |    | |\n| **Main Entry Door, Aft Handrail Extension** |    | |", "source": "agreement_4.md" }, { "id": "1718", "text": "| **Main Entry Door, Aft Handrail Extension** |    | |\n| **Main Entry Door, Additional Airstair Storage** |    | |\n| **Mid Cabin Bulkhead C/W Manual Sliding Frangible Door and** |    | |\n| **EICAS Annunciation Half Bulkhead RHS** |    | |\n| **Provisions for Electrical Outlet in LH Galley Annex** |    | |\n| **Aft Lavatory Large 50.5 inch (EVAC vacuum toilet)** |    | |", "source": "agreement_4.md" }, { "id": "1719", "text": "TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND\nACCESSORIES THERETO AND THEREFOR, ALL AVIONICS, ONBOARD EQUIPMENT, LOOSE EQUIPMENT, MANUALS, DOCUMENTATION AND TECHNICAL PUBLICATIONS, NOW OWNED OR HEREAFTER ACQUIRED, AND ALL RECORDS AND LOGBOOKS (IN WRITTEN FORM OR AS COMPUTER DATA, DISCS OR\nTAPES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR CREATED, AND WHETHER IN THE POSSESSION OF CUSTOMER OR HELD ON BEHALF OF CUSTOMER BY OTHERS). \n\n  \n\n\nB-2", "source": "agreement_4.md" }, { "id": "1720", "text": "**EXHIBIT C** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n **RETURN CONDITIONS**", "source": "agreement_4.md" }, { "id": "1721", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| | | | | |\n| In addition to the requirements set forth in **Section 9** of this Agreement, Lessee shall return the Aircraft in compliance\nwith all of the following provisions (the “**Return Conditions**”): |\n| | | |\n| |   | (1) |    | The Aircraft shall be airworthy and shall have been maintained and operated in accordance with **Sections 5** and **6** of this Agreement\nand in compliance with FAR Part 91 and all other applicable FAA regulations. |\n| | | |\n| |   | (2) |    | The Aircraft exterior shall be washed and the interior shall be clean. |\n| | | |\n| |   | (3) |    | The Aircraft shall have installed the full complement of engines and other equipment, parts, components, accessories and loose equipment as were\ndelivered to Lessee at the commencement of the Lease Term. |\n| | | |\n| |   | (4) |    | The Aircraft, except as otherwise provided in this Agreement or as consented to by Lessor, shall be in the same configuration (including, but\nnot limited to, interior seating configuration, galleys and lavatories) as when the Aircraft was originally delivered to Lessee. |\n| | | |\n| |   | (5) |    | The Aircraft shall be in as good operating condition as when delivered to Lessee, ordinary wear and tear excepted. All aircraft systems\n(including galleys, passenger and cargo compartments) shall be fully operational for their intended functions. |\n| | | |", "source": "agreement_4.md" }, { "id": "1722", "text": "(including galleys, passenger and cargo compartments) shall be fully operational for their intended functions. |\n| | | |\n| |   | (6) |    | The Aircraft shall be current on the manufacturer’s recommended inspection and maintenance programs, with all hourly, cycle and calendar\ninspections required under such program, including those required within **ninety** (**90) days** or **150 hours** following such return, complied with. |\n| | | |\n| |   | (7) |    | All records, logs, materials, manuals and data associated with the Aircraft, including without limitation, inspection, modification and overhaul\nrecords required to be maintained with respect to the Aircraft under the applicable rules and regulations of the FAA or the manufacturer’s recommended maintenance program, all as originally delivered by Lessor to Lessee and, in addition,\nincluding those acquired or prepared by Lessee during the Lease Term shall be returned with the Aircraft. |\n| | | |\n| |   | (8) |    | The Aircraft shall comply with the terms and conditions set forth on **Schedule 1** to this **Exhibit C**. |", "source": "agreement_4.md" }, { "id": "1723", "text": "C-1", "source": "agreement_4.md" }, { "id": "1724", "text": "**SCHEDULE 1 TO EXHIBIT C** \n\n **ADDITIONAL MAINTENANCE AND RETURN CONDITIONS** \n\n **I.    MAINTENANCE PLANS.**  In addition to the “Maintenance Responsibilities” of Lessee required under **Section 5** of this Agreement\nand the “Return Conditions” set forth otherwise in this **Exhibit C**, Lessee shall comply with the following terms and conditions: \n\n (a)        Lessee shall keep the Aircraft’s engines enrolled and participating at all times on the **CORPORATECARE**\nmaintenance service program provided by **ROLLS-ROYCE DEUTSCHLAND LTD & CO KG** with respect to the Aircraft engines or such other comparable engine maintenance\nservice program as is agreed to in writing by Lessor (**“CorporateCare**”). \n\n (b)        Lessee shall keep the Aircraft’s APU enrolled and participating at all times in the **MSA** maintenance service program provided by **HONEYWELL\nAEROSPACE** with respect to the Aircraft’s APU or such other comparable APU maintenance service program as is agreed to in writing by Lessor (**“APU MSA”**). \n\n (c)        Lessee shall keep the Aircraft enrolled and participating at all times in the\n**Global 5000 Smart Parts Plus** component maintenance service program provided by **BOMBARDIER INC.** with respect to the Aircraft’s components or such other comparable component maintenance service program\nas is agreed to in writing by Lessor (**“Smart Parts”**). \n\n (d)        On the Return Date, Lessee shall ensure that (i) each engine is paid up in full on CorporateCare; (ii) the APU is paid up in full on APU MSA; and (iii) the Aircraft is paid\nup in full on Smart Parts.", "source": "agreement_4.md" }, { "id": "1725", "text": "(e)        In the event that Lessee fails to meet the\nconditions set forth in paragraph **(a)****,** **(b), (c)**or **(d)**above, Lessee shall pay Lessor an amount equal to the sum of: (i) for each engine, the cost of paying the CorporateCare account balances in full as of\nthe Return Date, plus (ii) for the APU, the cost of paying the APU MSA account balances in full as of the Return Date, plus (iii) for the Aircraft, the cost of paying the Smart Parts account balances in full as of the Return Date, plus\n(iv) any and all enrollment costs, including any inspection, overhaul, repair or modification then-required to enroll in such program, plus (iv) any inspection, overhaul, repair or modifications then required on the Aircraft, which would\notherwise have been covered under such program had Lessee complied with the requirements of this Schedule. All such costs, including inspection, repair, modification and/or overhaul charges, if any, shall be payable as supplemental rent and shall be\ndue upon presentation to Lessee of an invoice setting forth in reasonable detail the calculation of such amounts due, including the names of all sources used for the required cost estimates. (Unless both Lessor and Lessee agree to alternative\nsource(s), the manufacturers of the airframe, engines and APU shall be used as the sources for all cost estimates.) \n\n  \n\n\nC-2", "source": "agreement_4.md" }, { "id": "1726", "text": "EX-4.6\n8\nex4\\_6.htm\nEXHIBIT 4.6", "source": "agreement_40.md" }, { "id": "1727", "text": "Exhibit 4.6\n \nFLY SPA AMENDMENT AGREEMENT (NO. 1)\n \n\n\n| | |\n| --- | --- |\n| To: | Asia Aviation Capital Limited (“Vendor”) |\n| | |\n| | AirAsia Group Berhad (“Vendor Guarantor”) |\n| | |\n| From: | Fly Aladdin Holdings Limited (“Purchaser”) |\n| | |\n| | FLY Leasing Limited (“Purchaser Guarantor”) |\n\n\n \n11 July 2018\n \nDear Sirs\n \nShare Purchase Agreement dated 28 February 2018 between the Purchaser, Purchaser Guarantor, Vendor and Vendor Guarantor, as amended, varied and supplemented from time to time (the “SPA”).\n \n\n\n\n| | |\n| --- | --- |\n| 1. | We refer to the SPA. |\n\n\n\n \n\n\n\n| | |\n| --- | --- |\n| 2. | All terms defined in the SPA (whether directly or by incorporation therein) shall, unless otherwise defined in this letter agreement or unless the context otherwise requires, have the same respective meanings when used in this letter agreement. Clause 1.2 of the SPA is incorporated into this letter agreement as if set out in full herein, with necessary changes, and as if references to “this Agreement” were references to “this letter agreement”. |\n\n\n\n \n\n\n\n| | |\n| --- | --- |\n| 3. | Each of the Vendor, the Vendor Guarantor, the Purchaser and the Purchaser Guarantor hereby agrees that with effect from the date hereof, the SPA will be amended as follows: |\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (a) | by making the following amendments to the definitions in Clause 1.1: |", "source": "agreement_40.md" }, { "id": "1728", "text": "| | | |\n| --- | --- | --- |\n| | (i) | inserting a new definition of “Affiliate Novation Agreement”, as follows: |\n\n\n\n \n““Affiliate Novation Agreement” means, in respect of an Asset the Lessee of which is an Affiliate Airline, an aircraft novation agreement or engine novation agreement, as applicable between the Existing Lessor, Lessee and New Lessor novating and amending an Existing Lease (in each case novating and amending an Existing Lease to conform to the relevant form lease agreement agreed between Vendor and Purchaser).”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (ii) | deleting paragraph (a) of the definition of “Aircraft Lease Agreements” and replacing it with the following: |", "source": "agreement_40.md" }, { "id": "1729", "text": "“both (i) the lease agreement to be entered into on Transfer of the Aircraft between the relevant New Lessor and Lessee, including, if applicable, an Existing Lease as novated and amended by an Affiliate Novation Agreement, in the form scheduled to such Affiliate Novation Agreement (in each case novated and amended to conform to the relevant form lease agreement agreed between Vendor and Purchaser) or (ii) if applicable, for the Aircraft, the lease agreement between the relevant New Lessor and the Intermediate Lessor and the lease agreement between the Intermediate Lessor and the Lessee including, if applicable, an Existing Lease as novated and amended by an Affiliate Novation Agreement, in the form scheduled to such Affiliate Novation Agreement (in each case novated and amended to conform to the relevant form lease agreement agreed between Vendor and Purchaser) and “Aircraft Lease Agreement” means any one of them, in each case substantially in the relevant form, depending on the Lessee of the relevant Aircraft, agreed between Vendor and Purchaser and annexed to the Steps Plan and containing the rent, security deposit and other relevant financial information set out in a document to be in agreed form; and”;", "source": "agreement_40.md" }, { "id": "1730", "text": "| | | |\n| --- | --- | --- |\n| | (iii) | in the definition of “Effectiveness Lease Conditions” by (1) inserting the words “(other than an Aircraft Lease Agreement scheduled to an Affiliate Novation Agreement)” after the words “Aircraft Lease Agreement” in paragraph (g) and (2) by adding a new paragraph (h) as follows: |\n\n\n\n \n“(h)  the signed and undated effective time certificate in the form scheduled to the relevant Affiliate Novation Agreement other than any representations or warranties set out in clauses 7.2, 8, 9 and 10 of such form, which may be amended or omitted, in whole or in part, and information concerning usage of the Aircraft which will be completed on the Effective Time (as defined in the Affiliate Novation Agreement).”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (iv) | deleting the definition of “Engine Lease Agreements” and replacing it with the following: |", "source": "agreement_40.md" }, { "id": "1731", "text": "““Engine Lease Agreements” means both (i) the lease agreement to be entered into on Transfer of the Engine between the relevant New Lessor and Lessee, including, if applicable, an Existing Lease as novated and amended by an Affiliate Novation Agreement, in the form scheduled to such Affiliate Novation Agreement (in each case novated and amended to conform to the relevant form lease agreement agreed between Vendor and Purchaser) or (ii) if applicable, for the Engine, the lease agreement between the relevant New Lessor and the Intermediate Lessor and the lease agreement between the Intermediate Lessor and the Lessee including, if applicable, an Existing Lease as novated and amended by an Affiliate Novation Agreement, in the form scheduled to such Affiliate Novation Agreement (in each case novated and amended to conform to the relevant form lease agreement agreed between Vendor and Purchaser) and “Engine Lease Agreement” means any one of them, in each case substantially in the relevant form, depending on the Lessee of the relevant Engine, agreed between Vendor and Purchaser and annexed to the Steps Plan and containing the rent, security deposit and other relevant financial information set out in a document to be in agreed form.”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (v) | deleting the definition of “End Date” and replacing it with the following: |\n\n\n\n \n““End Date” means 31 October 2018 or such later date as is agreed in writing by the Vendor and the Purchaser.”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (vi) | deleting the definition of “Minimum Initial Asset Requirement” and replacing it with the following: |", "source": "agreement_40.md" }, { "id": "1732", "text": "““Minimum Initial Asset Requirement” means both (a) the number of Initial Transfer Assets in respect of which the Transfer Conditions have been satisfied, in aggregate, pursuant to this Agreement and the Other Agreement is no less than fifteen (15) and (b) the number of Initial Transfer Assets in respect of which the Transfer Conditions have been satisfied pursuant to this Agreement is no less than six (6), in each case provided that if there occurs a breach of the Other Agreement by the “Purchaser” (as defined in the Other Agreement), then such minimum number shall be zero under this Agreement.”;", "source": "agreement_40.md" }, { "id": "1733", "text": "| | | |\n| --- | --- | --- |\n| | (b) | by deleting Clause 3.1(c) and replacing it with the following: |\n\n\n\n \n“The Allocated Consideration Amount for each Initial Transfer Asset referable to such Asset shall be adjusted by (i) subtracting the Initial Transfer Adjustment Amount, (ii) adding the Adjustment Rate Amount, (iii) subtracting the Maintenance Reserve Balance referable to such Initial Transfer Asset and (iv) if elected by the Vendor and notified to the Purchaser in the relevant Initial Transfer Notice, subtracting the amount of the “Security Deposit” or equivalent term as defined in the relevant Lease referable to such Initial Transfer Asset (the aggregate Allocated Consideration Amount for each such Initial Transfer Asset as adjusted pursuant to this Clause 3.1(c), the “Adjusted Initial Transfer Amount”).”;\n \n\n\n\n\n\n| | | |\n| --- | --- | --- |\n| | (c) | by deleting Clause 3.1(d) and replacing it with the following: |\n\n\n\n \n“The Allocated Consideration Amount for each Deferred Asset referable to such Asset shall be adjusted by (i) subtracting the Deferred Transfer Adjustment Amount, (ii) adding the Adjustment Rate Amount, (iii) subtracting the Maintenance Reserve Balance referable to such Deferred Asset and (iv) if elected by the Vendor and notified to the Purchaser in the relevant Deferred Transfer Notice, subtracting the amount of the “Security Deposit” or equivalent term as defined in the relevant Lease referable to such Deferred Transfer Asset (the aggregate Allocated Consideration Amount for each such Deferred Asset as adjusted pursuant to this Clause 3.1(d), the “Adjusted Deferred Transfer Amount”).”;", "source": "agreement_40.md" }, { "id": "1734", "text": "| | | |\n| --- | --- | --- |\n| | (d) | in Clause 7.7 by deleting “a document to be in agreed form” and replacing it with “the relevant form lease agreement agreed between Vendor and Purchaser”; |\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (e) | by deleting Clause 8.2(i) and replacing it with the following: |\n\n\n\n \n“the amount of the “Security Deposit” or equivalent term as defined in the relevant Lease and confirmation of whether the Vendor elects for it to be subtracted from the Allocated Consideration Amount pursuant to Clause 3.1(c) of this Agreement.”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (f) | by deleting Clause 8.8 (but preserving the current numbering in the remainder of the SPA) and replacing it with “[Intentionally Omitted]”; |\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (g) | by deleting Clause 9.2(i) and replacing it with the following: |\n\n\n\n \n“the amount of the “Security Deposit” or equivalent term as defined in the relevant Lease and confirmation of whether the Vendor elects for it to be subtracted from the Allocated Consideration Amount pursuant to Clause 3.1(d) of this Agreement.”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (h) | a new Clause 11.3 will be added as follows: |", "source": "agreement_40.md" }, { "id": "1735", "text": "“11.3     Non-Incident Accident Compliance Statements\n \n11.3.1          The Vendor agrees to procure that each relevant Lessee (and, if applicable, any prior operator) shall provide a non-incident/accident status report substantially in the form of Schedule 12, with such amendments as the Purchaser may agree (acting reasonably) (a “NIS Statement”) to the Purchaser in respect of all Aircraft other than the Aircraft bearing manufacturer’s serial number 2926 (“MSN 2926”) no later than 30 days after Transfer of each relevant Aircraft. Such NIS Statement(s) will, either individually or, to the extent an Aircraft has had more than one operator, in aggregate, be in respect of the period from the date that the relevant Aircraft was delivered from its manufacturer until the date of Transfer of such Aircraft.", "source": "agreement_40.md" }, { "id": "1736", "text": "11.3.2     The Vendor agrees to provide a NIS Statement for MSN 2926 no later than 30 days after Transfer of MSN 2926 in respect of the period from 20 October 2006 until 1 November 2015.\n \n\n11.3.3     The Vendor agrees to use commercially reasonable efforts to provide a NIS Statement in respect of MSN 2926 for the period from 2 November 2015 until the date of Transfer of MSN 2926 within 30 days of the Transfer of MSN 2926.”\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (i) | in Schedule 3, Part A by deleting the text opposite number 13 and replacing it with the following: |", "source": "agreement_40.md" }, { "id": "1737", "text": "“Copies of the following, each in the agreed form or the form scheduled to the agreed form, as the case may be and signed by all parties other than the relevant New Lessor: (i) the Lessor Default Agreement between Red Aircraft Holdings 2 Co., Ltd. and GE On Wing Support (Malaysia) Sdn. Bhd. and any accession deed entered into pursuant to such document in respect of a relevant Engine that will be the subject of the relevant Transfer between, among others, the relevant New Lessor, Red Aircraft Holdings 2 Co., Ltd. and GE On Wing Support (Malaysia) Sdn. Bhd. and (ii) the tripartite agreement  between Red Aircraft Holdings 2 Co., Ltd., GE On Wing Support (Malaysia) Sdn. Bhd. and AirAsia Berhad and any accession deed entered into pursuant to such document in respect of a relevant Engine that will be the subject of the relevant Transfer between, among others, the relevant New Lessor, Red Aircraft Holdings 2 Co., Ltd. and GE On Wing Support (Malaysia) Sdn. Bhd.”;\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (j) | in Schedule 5 by adding a new sub-paragraph (g) to paragraph 1.1 as follows: |\n\n\n\n \n“(g) if the relevant Asset is subject to an Asset Transfer Document described in paragraph (a) of the definition thereof, a copy of the board resolution or other appropriate corporate authority authorising the Asset Owner to sell the Aircraft to the Purchaser or Purchaser Nominee.”;", "source": "agreement_40.md" }, { "id": "1738", "text": "| | | |\n| --- | --- | --- |\n| | (k) | in paragraph 1.1(d) of Schedule 7 by deleting the words “Aircraft Lease Agreement described in paragraph (a) of the definition” and replacing them with “Aircraft Lease Agreement described in paragraph (a) of the definition thereof (other than an Aircraft Lease Agreement scheduled to an Affiliate Novation Agreement) or, if applicable, the form of effective time notice scheduled to an Affiliate Novation Agreement”; |\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (l) | in paragraph 1.1(e) of Schedule 7 by deleting the words “Aircraft Lease Agreement described in paragraph (a) of the definition” and replacing them with “Aircraft Lease Agreement described in paragraph (a) of the definition thereof (other than an Aircraft Lease Agreement scheduled to an Affiliate Novation Agreement) or, if applicable, the form of effective time notice scheduled to an Affiliate Novation Agreement”; |\n\n\n\n \n\n\n\n| | | |\n| --- | --- | --- |\n| | (m) | in Schedule 10 by adding the following words immediately after the first instance of “Asset Transfer Documents”): “(including, for an Asset that is an Aircraft, any Tax that arises in respect of or in consequence of the transfer of title of an Airframe Engine pursuant to an Asset Transfer Document, whether or not occurring at the same time as the transfer of the Aircraft which such Airframe Engine is listed next to in Schedule 1)”; and |", "source": "agreement_40.md" }, { "id": "1739", "text": "| | | |\n| --- | --- | --- |\n| | (n) | by adding a new Schedule 12 in the same form as Schedule 1 of this Agreement. |\n\n\n\n \n\n\n\n| | |\n| --- | --- |\n| 4. | All of the parties to this letter agreement expressly acknowledge and agree that, except as expressly amended by this letter agreement, none of the provisions of the SPA are varied or amended by this letter agreement and remain in full force and effect, including the obligations of the Vendor Guarantor and the Purchaser Guarantor pursuant to the SPA and the other Transaction Documents. |\n\n\n\n \n\n\n\n| | |\n| --- | --- |\n| 5. | Please indicate your acceptance and acknowledgement of the terms of this letter agreement by signing where indicated below. |\n\n\n\n \n\n\n\n| | |\n| --- | --- |\n| 6. | This letter agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law. |\n\n\n\n \n\n\n\n| | |\n| --- | --- |\n| 7. | This letter agreement may be signed in counterparts. |", "source": "agreement_40.md" }, { "id": "1740", "text": "EXECUTION PAGE – FLY SPA AMENDMENT (NO. 1)\n \n\n\n| | |\n| --- | --- |\n| Yours faithfully | |\n| | |\n| PURCHASER | |\n| | |\n| /s/ Colm Barrington | |\n| | |\n| | |\n| for and on behalf of | |\n| Fly Aladdin Holdings Limited | |\n| | |\n| PURCHASER GUARANTOR | |\n| | |\n| /s/ Colm Barrington | |\n| | |\n| | |\n| for and on behalf of | |\n| FLY Leasing Limited | |\n| | |\n| Accepted and acknowledged: | |\n| | |\n| VENDOR | |\n| | |\n| /s/ Mahesh Kumar Jaya Kumar | |\n| | |\n| | |\n| for and on behalf of | |\n| Asia Aviation Capital Limited | |\n| | |\n| VENDOR GUARANTOR | |\n| | |\n| /s/ Datuk Kamarudin Bin Meranun | |\n| | |\n| | |\n| for and on behalf of | |\n| AirAsia Group Berhad | |\n\n\n \n \n\n\n\n---", "source": "agreement_40.md" }, { "id": "1741", "text": "EX-10.6\n9\ndex106.htm\nAIRCRAFT LEASE COMMON TERMS AGREEMENT\n\nAircraft Lease Common Terms Agreement\n**EXHIBIT 10.6** \n\n  \n\n  \n\n **DATED AS OF AUGUST 15, 2003** \n\n\n \n\n **BETWEEN** \n\n  \n\n AVIATION FINANCIAL SERVICES INC. \n\n  \n\n **and** \n\n  \n\n AIRTRAN AIRWAYS, INC. \n\n  \n\n\n\n---\n\n  \n\n **AIRCRAFT LEASE** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n\n\n---\n\n\n\n\n\n\n\n---\n\n\nCONTENTS \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| **SECTION**\n\n---\n\n |    | **PAGE**", "source": "agreement_5.md" }, { "id": "1742", "text": "|\n| 1.    INTERPRETATION |    | 1 |\n| 1.1 |    | Definitions |    | 1 |\n| 1.2 |    | Construction |    | 1 |\n| 2.    REPRESENTATIONS AND WARRANTIES |    | 2 |\n| 2.1 |    | Lessee’s Representations and Warranties |    | 2 |\n| 2.2 |    | Lessor’s Representations and Warranties |    | 2 |\n| 3.    CONDITIONS PRECEDENT |    | 2 |\n| 3.1 |    | Conditions Precedent |    | 2 |\n| 3.2 |    | Waiver |    | 2 |\n| 4.    COMMENCEMENT |    | 3 |\n| 4.1 |    | Leasing |    | 3 |\n| 4.2 |    | Procedure Before Delivery |    | 4 |\n| 4.3 |    | Delivery and Acceptance |    | 4 |\n| 4.4 |    | Delayed Delivery |    | 4 |\n| 5.    PAYMENTS |    | 5 |\n| 5.1 |    | Deposit |    | 5 |\n| 5.2 |    | Rental Periods |    | 5 |\n| 5.3 |    | Rent |    | 5 |\n| 5.4 |    | Supplemental Rent |    | 6 |\n| 5.5 |    | Payments |    | 7 |", "source": "agreement_5.md" }, { "id": "1743", "text": "| 5.5 |    | Payments |    | 7 |\n| 5.6 |    | Withholding and Tax Credit |    | 8 |\n| 5.7 |    | Tax Indemnity |    | 9 |\n| 5.8 |    | [Intentionally Omitted] |    | 13 |\n| 5.9 |    | Tax Contest and Mitigation |    | 13 |\n| 5.10 |    | Indemnity Payments - After-Tax Basis |    | 17 |\n| 5.11 |    | Lessor Obligations Following Expiry Date |    | 17 |\n| 5.12 |    | Net Lease |    | 18 |\n| 5.13 |    | Further Provisions Regarding Deposit |    | 19 |\n| 5.14 |    | Letter of Credit |    | 20 |\n| 5.15 |    | Guarantee |    | 21 |\n| 5.16 |    | Late Payment Interest |    | 21 |\n| 5.17 |    | Currency |    | 21 |\n| 5.18 |    | Certificates |    | 22 |\n| 5.19 |    | Appropriation |    | 22 |\n| 5.20 |    | Set-off |    | 22 |\n| 5.21 |    | Expenses |    | 22 |\n| 5.22 |    | Other Outgoings |    | 23 |\n| 6.    MANUFACTURER’S WARRANTIES |    | 23 |", "source": "agreement_5.md" }, { "id": "1744", "text": "| 6.    MANUFACTURER’S WARRANTIES |    | 23 |\n| 7.    LESSOR’S COVENANTS |    | 24 |\n| 7.1 |    | Quiet Enjoyment |    | 24 |\n| 7.2 |    | Maintenance Contributions |    | 24 |", "source": "agreement_5.md" }, { "id": "1745", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| 7.3 |    | Confidentiality |    | 26 |\n| 8.    LESSEE’S COVENANTS |    | 28 |\n| 8.1 |    | Duration |    | 28 |\n| 8.2 |    | Information |    | 28 |\n| 8.3 |    | Lawful and Safe Operation |    | 29 |\n| 8.4 |    | Subleasing |    | 30 |\n| 8.5 |    | Inspection |    | 34 |\n| 8.6 |    | Ownership; Property Interests; Related Matters |    | 35 |\n| 8.7 |    | General |    | 36 |\n| 8.8 |    | Records |    | 38 |\n| 8.9 |    | Protection |    | 38 |\n| 8.10 |    | Maintenance and Repair |    | 39 |\n| 8.11 |    | Removal of Engines and Parts |    | 39 |\n| 8.12 |    | Equipment Changes |    | 42 |\n| 8.13 |    | Title |    | 43 |\n| 9.    INSURANCE |    | 44 |\n| 9.1 |    | Insurance |    | 44 |\n| 9.2 |    | [Intentionally Omitted] |    | 44 |\n| 9.3 |    | Insurance Undertakings and Information |    | 44 |", "source": "agreement_5.md" }, { "id": "1746", "text": "| 9.3 |    | Insurance Undertakings and Information |    | 44 |\n| 9.4 |    | Failure to Insure |    | 45 |\n| 9.5 |    | Continuing Insurance |    | 45 |\n| 10.    INDEMNITY |    | 45 |\n| 10.1 |    | General |    | 45 |\n| 10.2 |    | Contest |    | 48 |\n| 10.3 |    | Duration: |    | 50 |\n| 11.    EVENTS OF LOSS |    | 50 |\n| 11.1 |    | Events of Loss |    | 50 |\n| 11.2 |    | Requisition |    | 51 |\n| 12.    RETURN OF AIRCRAFT |    | 51 |\n| 12.1 |    | Return |    | 51 |\n| 12.2 |    | Non-Compliance |    | 52 |\n| 12.3 |    | Redelivery |    | 52 |\n| 12.4 |    | Acknowledgement |    | 53 |\n| 12.5 |    | Storage |    | 53 |\n| 13.    DEFAULT |    | 53 |\n| 13.1 |    | Events |    | 53 |\n| 13.2 |    | Rights and Remedies |    | 53 |\n| 13.3 |    | [Intentionally Omitted] |    | 57 |", "source": "agreement_5.md" }, { "id": "1747", "text": "| 13.3 |    | [Intentionally Omitted] |    | 57 |\n| 13.4 |    | [Intentionally Omitted] |    | 57 |\n| 13.5 |    | Power of Attorney |    | 57 |\n| 14.    ASSIGNMENT |    | 57 |\n| 14.1 |    | Lessee |    | 57 |\n| 14.2 |    | Lessor |    | 58 |\n| 14.3 |    | Conditions |    | 59 |\n| 15.    MISCELLANEOUS |    | 60 |\n| 15.1 |    | Illegality |    | 60 |", "source": "agreement_5.md" }, { "id": "1748", "text": "| | | | | |\n| --- | --- | --- | --- | --- |\n| 15.2 |    | Waivers, Remedies Cumulative |    | 60 |\n| 15.3 |    | Delegation |    | 61 |\n| 15.4 |    | Severability |    | 61 |\n| 15.5 |    | Remedy |    | 61 |\n| 15.6 |    | Time of Essence |    | 61 |\n| 15.7 |    | Notices |    | 61 |\n| 15.8 |    | Governing Law; Jurisdiction; WAIVER OF JURY TRIAL |    | 62 |\n| 15.9 |    | Sole and Entire Agreement; True Lease; Section 1110 |    | 63 |\n| 15.10 |    | Beneficiaries |    | 64 |\n| 15.11 |    | Counterparts |    | 64 |\n| 15.12 |    | Language |    | 64 |\n| 15.13 |    | Survival |    | 65 |\n| 16.    DISCLAIMERS AND WAIVERS |    | 65 |\n| 16.1 |    | Exclusion |    | 65 |\n| 16.2 |    | Waiver |    | 66 |\n| 16.3 |    | Disclaimer of Consequential Damages |    | 67 |\n| 16.4 |    | Confirmation |    | 67 |\n| 17.    BROKERS AND OTHER THIRD PARTIES |    | 67 |", "source": "agreement_5.md" }, { "id": "1749", "text": "| 17.    BROKERS AND OTHER THIRD PARTIES |    | 67 |\n| 17.1 |    | No Brokers |    | 67 |\n| 17.2 |    | Indemnity |    | 67 |", "source": "agreement_5.md" }, { "id": "1750", "text": "| | | |\n| --- | --- | --- |\n| Schedule 1 |   | Definitions |\n| Schedule 2 |   | Representations and Warranties |\n| Schedule 3 |   | Conditions Precedent |\n| Schedule 4 |   | Pre-Delivery Procedures and Delivery Condition Requirements |\n| Schedule 5 |   | Certificate of Acceptance |\n| Schedule 6 |   | Procedures and Operating Condition at Redelivery |\n| Schedule 7 |   | Insurance Requirements |\n| Schedule 8A, Part 1 |   | Form of Lessee Legal Opinion (In-House) |\n| Schedule 8A, Part 2 |   | Form Legal Opinion of Lessee’s Counsel |\n| Schedule 8B, Part 1 |   | Form of Lessor Legal Opinion (In-House) |\n| Schedule 8B, Part 2 |   | Form Legal Opinion of Lessor’s Counsel |\n| Schedule 9 |   | Events of Default |\n| Schedule 10 |   | Form of Guarantee |\n| Schedule 11 |   | [Intentionally Omitted] |\n| Schedule 12 |   | [Intentionally Omitted] |\n| Schedule 13 |   | Form of Assignment, Assumption and Release Agreement |\n| Schedule 14 |   | Form of Lease Supplement No. 1 |\n| Schedule 15 |   | [Intentionally Omitted] |\n| Schedule 16 |   | Form of Letter of Credit |", "source": "agreement_5.md" }, { "id": "1751", "text": "**COMMON TERMS AGREEMENT** \n\n  \n\n **THIS COMMON TERMS AGREEMENT** (this “CTA”) is made as of August 15, 2003 **BETWEEN:** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | AVIATION FINANCIAL SERVICES INC. (“AFSI”); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | AIRTRAN AIRWAYS, INC. (“AIRTRAN”). |\n\n  \n\n WHEREAS: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Pursuant to a Lease Transaction Agreement dated as of July 1, 2003 between AFSI and AIRTRAN, AIRTRAN or one of its Affiliates has agreed to lease certain Boeing 737-700 or 737-800,\nas applicable, series aircraft from AFSI or one of its Affiliates and AFSI or one of its Affiliates has agreed to lease certain Boeing 737-700 or 737-800, as applicable, series aircraft to AIRTRAN or one of its Affiliates; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Each party hereto wishes to provide in one document for certain common terms and conditions, as hereinafter provided in this CTA, that will be applicable, unless otherwise stated,\nto each such lease referred to in Recital (C); and |", "source": "agreement_5.md" }, { "id": "1752", "text": "| | | |\n| --- | --- | --- |\n|   | (C) | Each such lease transaction will be concluded only on the terms of an agreement entitled “Aircraft Lease Agreement,” which together with this CTA (which will, except to\nthe extent otherwise stated, be incorporated into and become part of such Aircraft Lease Agreement) will constitute the lease for the applicable aircraft as identified therein; |\n\n  \n\n NOW, THEREFORE, for good and valuable consideration the\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | INTERPRETATION |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.1 | **Definitions** |\n\n  \n\n All references herein to “Lease” mean the various documents comprising the Lease. In the Lease, capitalized words and expressions not otherwise\ndefined have the meanings set out for them in Schedule 1 or in the Aircraft Lease Agreement. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.2 | **Construction** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | In the Lease, unless otherwise stated, a reference to: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | “Lessor,” “Lessee,” “GECAS,” “Owner” or any other Person includes any of their successors and assignees; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | plural concepts shall include the singular and vice versa; |", "source": "agreement_5.md" }, { "id": "1753", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | any document, excluding the Common Terms Agreement, shall include any changes to that document and any replacement for it; |\n\n  \n\n\n- 1 -", "source": "agreement_5.md" }, { "id": "1754", "text": "| | | |\n| --- | --- | --- |\n|   | (iv) | a Section or a Schedule is a reference to a section of or a schedule to this CTA or the Aircraft Lease Agreement as so indicated; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | any Regulation shall include any changes to that Regulation and any replacement for it; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vi) | an obligation of a Person refers to any obligation that Person has under or in relation to the Lease; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vii) | “includes,” “including”, “include” or similar terms shall not be construed as limiting and shall mean “including, without limitation”.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Headings and Subheadings to Sections and Schedules in the Lease are not intended to affect their meaning. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | REPRESENTATIONS AND WARRANTIES |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2.1 | **Lessee’s Representations and Warranties** |\n\n  \n\n Lessee hereby makes the representations and warranties set out in Section 1.1 of Schedule 2 as of the date of execution of the Aircraft Lease Agreement\nand as of the Delivery Date, and Lessee understands that these statements must be true, both when the Aircraft Lease Agreement is executed and on the Delivery Date.", "source": "agreement_5.md" }, { "id": "1755", "text": "| | |\n| --- | --- |\n| 2.2 | **Lessor’s Representations and Warranties** |\n\n  \n\n Lessor hereby makes the representations and warranties set out in Section 1.2 of Schedule 2 as of the date of execution of the Aircraft Lease Agreement\nand as of the Delivery Date, and Lessor understands that these statements must be true, both when the Aircraft Lease Agreement is executed and on the Delivery Date. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3. | CONDITIONS PRECEDENT |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3.1 | **Conditions Precedent** |\n\n  \n\n Lessor need not deliver and start the leasing of the Aircraft under the Lease unless each of the Lessor Conditions Precedent is satisfied or waived in\nwriting by Lessor. Lessee need not accept and start the leasing of the Aircraft under the Lease unless each of the Lessee Conditions Precedent is satisfied or waived in writing by Lessee. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3.2 | **Waiver** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | If any Lessor Condition Precedent is not satisfied on or before the Delivery Date, Lessor (in its absolute discretion) may nonetheless deliver the Aircraft to Lessee and start the\nleasing of the Aircraft provided Lessor either waives such Lessor Condition Precedent or Lessor and Lessee agree in writing upon the terms and timing for fulfillment of such Lessor Condition Precedent to be fulfilled after the Delivery Date,\n |\n\n  \n\n  \n\n\n- 2 -", "source": "agreement_5.md" }, { "id": "1756", "text": "| | |\n| --- | --- |\n|   | \nand, in the event of such agreement, Lessor may treat as an Event of Default any subsequent failure of Lessee to fulfill such Lessor Condition Precedent in\naccordance with such agreement. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | If any Lessee Condition Precedent is not satisfied on or before the Delivery Date, Lessee may (in its absolute discretion) nonetheless accept delivery of the Aircraft from Lessor\nand start the leasing of the Aircraft, provided Lessee either waives the Lessee Conditions Precedent or Lessee and Lessor agree in writing upon the terms and timing for fulfillment of such Lessee Condition Precedent after the Delivery Date, and, in\nsuch event, Lessee may treat any subsequent failure by Lessor to do so in accordance with such agreement as a breach of the Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 4. | COMMENCEMENT |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 4.1 | **Leasing** |", "source": "agreement_5.md" }, { "id": "1757", "text": "| | |\n| --- | --- |\n| 4.1 | **Leasing** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify in writing Lessee of the Scheduled Delivery Date as soon as possible,\nbut no later than at least thirty (30) days prior to the anticipated Delivery Date. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee, subject to compliance of the Aircraft with the Delivery Condition Requirements and\nsatisfaction of the other Lessee Conditions Precedent, will take the Aircraft on lease for the Term, which shall be evidenced by Lessee’s execution of Lease Supplement No. 1. |", "source": "agreement_5.md" }, { "id": "1758", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee in compliance with the Delivery\nCondition Requirements and under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date or fails to perform any of its obligations under the Lease which are required to be performed by\nLessee, and (ii) the Lessee Conditions Precedent have been satisfied (or could reasonably be expected to be satisfied if Delivery were occurring), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which\nthe Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether\nLessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver the Aircraft unless and until all Lessor Conditions Precedent have been satisfied (or could reasonably be expected to be satisfied if Delivery were occurring). In\nno event shall Lessee have or be deemed to have a lease interest or other possessory right in or to the Aircraft until Lessor tenders and Lessee accepts delivery of the Aircraft as evidenced by their execution of Lease Supplement No. 1.\n |", "source": "agreement_5.md" }, { "id": "1759", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessee will be responsible for all risks associated with (i) the use and operation of the Aircraft and (ii) any loss of or damage to the Aircraft from the Delivery Date until\npossession of the Aircraft is returned to Lessor on the Return Occasion. |\n\n  \n\n\n- 3 -", "source": "agreement_5.md" }, { "id": "1760", "text": "| | |\n| --- | --- |\n| 4.2 | **Procedure Before Delivery** |\n\n  \n\n Lessor and Lessee will follow the Pre-Delivery Procedure. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 4.3 | **Delivery and Acceptance** |\n\n  \n\n After the Pre-Delivery Procedure has been carried out: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Subject to Section 3.1, Lessor will tender delivery of the Aircraft to Lessee at the Delivery Location and shall simultaneously therewith execute and deliver to Lessee Lease\nSupplement No. 1. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Subject to Section 3.1, Lessee will accept the Aircraft. Lessee shall also provide evidence of its acceptance by signing Lease Supplement No. 1 and delivering it to Lessor.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Once accepted, Lessee’s acceptance of the Aircraft shall be regarded as absolute, unconditional and irrevocable, but such acceptance shall be without prejudice to Lessee’s\nright to enforce Lessor’s performance of any written undertaking that Lessor may make contemporaneously with such acceptance or any right Lessee may have to pursue against any third party any claim Lessee may have with respect to the condition\nof the Aircraft. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 4.4 | **Delayed Delivery** |", "source": "agreement_5.md" }, { "id": "1761", "text": "| | |\n| --- | --- |\n| 4.4 | **Delayed Delivery** |\n\n  \n\n If, as a result of an Unforeseen Event or any other reason (other than Lessor’s willful misconduct or intentional breach in the performance of its\nobligations to deliver the Aircraft under and subject to the conditions in the Lease), Delivery takes place after the Scheduled Delivery Date or does not happen: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Lessor will not be responsible for any Losses that Lessee suffers resulting from the delay or from the non-delivery of the Aircraft; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Lessee will not, except in the circumstances described in Sections 4.4(c) and 4.4(d), be entitled to terminate the Lease or to reject the Aircraft when it is offered for Delivery\nbecause of the delay. |", "source": "agreement_5.md" }, { "id": "1762", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | If the Aircraft has not been tendered for Delivery, in accordance with Section 4.3, by the Final Delivery Date, either party may terminate the Lease by delivering notice to the\nother party within ten (10) days following such Final Delivery Date. Upon the delivery of any such notice, all obligations of each party under the Lease will end on the date of such notice, except that, Lessor will (i) repay to Lessee the Deposit,\n(ii) return to Lessee or cancel any Letter of Credit, (iii) pay to Lessee such additional amounts (if any) as may be provided for in the Aircraft Lease Agreement and (iv) release and return any Guarantee, if applicable, and Lessee will remain\nobligated solely in respect of any indemnity obligation arising as set forth in Section 3 of Schedule 4. |\n\n  \n\n\n- 4 -", "source": "agreement_5.md" }, { "id": "1763", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | If the Manufacturer shall have notified Lessor (in which case Lessor shall promptly inform Lessee of such notice) that the Delivery will be delayed beyond the Final Delivery Date or\nthat the Aircraft will not be delivered, either party may terminate the Lease by delivering notice to the other within thirty (30) days following receipt of such notice from the Manufacturer. Upon the delivery of any such notice, all obligations of\neach party under the Lease will end on the date of such notice, except that, Lessor will (i) repay to Lessee the Deposit, (ii) return to Lessee or cancel any Letter of Credit, (iii) pay to Lessee such additional amounts (if any) as may be provided\nin the Aircraft Lease Agreement and (iv) release and return any Guarantee, if applicable, and Lessee will remain obligated solely in respect of any indemnity obligation arising as set forth in Section 3 of Schedule 4. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | Lessee hereby agrees that its only right or remedy for a delay in delivery of, or Lessor’s failure to deliver, the Aircraft due to an Unforeseen Event or any other reason\n(except to the extent of Lessor’s willful misconduct in the performance of, or the intentional breach of, its obligation to deliver the Aircraft under and subject to the conditions in the Lease) is the remedy set forth in Sections 4.4(c) and\n(d) above, and any remedy set forth in the Aircraft Lease Agreement, and Lessee hereby waives any rights or remedies it may have pursuant to Section 2A-406 of the UCC or otherwise for any such delay in or any such failure of delivery.\n |", "source": "agreement_5.md" }, { "id": "1764", "text": "| | |\n| --- | --- |\n| 5. | PAYMENTS |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.1 | **Deposit** |\n\n  \n\n Lessee shall pay Lessor any Deposit as specified in Section 3 of the Aircraft Lease Agreement. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.2 | **Rental Periods** |\n\n  \n\n The first Rental Period will start on the Rent Commencement Date and each subsequent Rental Period will start on the date immediately following the last\nday of the previous Rental Period. Each Rental Period will end on the date immediately before the numerically corresponding day in the next calendar month, except that: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | if there is no numerically corresponding day in that month, it will end on the last day of that month; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | if a Rental Period would otherwise overrun the Expiry Date, it will end on the Expiry Date. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.3 | **Rent** |", "source": "agreement_5.md" }, { "id": "1765", "text": "| | |\n| --- | --- |\n| 5.3 | **Rent** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Time of Payment: Lessee will pay to Lessor or its order Rent in advance, as specified in the Aircraft Lease Agreement, on each Rent Date. Lessor must receive value for the payment\non each Rent Date. If a Rental Period begins on a day that is not a Business Day, the Rent payable in respect of that Rental Period shall be paid on the Business Day immediately following that day. |\n\n  \n\n\n- 5 -", "source": "agreement_5.md" }, { "id": "1766", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Amount: The Rent payable during the Term shall be calculated in accordance with Schedule B of the Aircraft Lease Agreement. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.4 | **Supplemental Rent** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Amount: If, under the Aircraft Lease Agreement, Lessee is required to pay Supplemental Rent, Lessee will pay that Supplemental Rent, at the rates referred to in Section 3 of the\nAircraft Lease Agreement, to Lessor in relation to each calendar month (or part of a month) of the Term, on the fifteenth (15th) day following the end of that calendar month (except that the last payment of Supplemental Rent during the Term shall be paid on the Expiry Date). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Adjustment: The Supplemental Rent rates shall be adjusted not more frequently than annually based on the following: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Annual Supplemental Rent Adjustment: by the Annual Supplemental Rent Adjustment, compounded annually commencing on the date specified in the Aircraft Lease Agreement.\n |", "source": "agreement_5.md" }, { "id": "1767", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | Hour to Cycle Ratio Adjustment: Lessor and Lessee acknowledge that the Engine Supplemental Rent rate and the Engine LLP Supplemental Rent rate are based upon the assumption that the\nAircraft will operate on an Assumed Ratio. If that assumption proves to be incorrect at any time during the Term based upon Lessee’s actual operating experience during the most recently preceding twelve (12) months that data is available at the\ntime of determination, and the hour to cycle ratio differs from the Assumed Ratio by more than 0.25 during such twelve (12) month period, Lessor shall have the right, upon written notice to Lessee, to adjust the Engine Supplemental Rent rate and the\nEngine LLP Supplemental Rent rate (in the case of a decrease in the ratio below the Assumed Ratio) and Lessor, upon written request from Lessee, will make that adjustment (in the case of an increase in the ratio above the Assumed Ratio). Any\nadjustment shall be based on a table contained in the Aircraft Lease Agreement. Actual hour to cycle ratios may fall outside the ratios identified in that table. In that case, the actual values shall be determined by extrapolating the closest\nobserved intervals in the table. |", "source": "agreement_5.md" }, { "id": "1768", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | Assumed Utilization Adjustment: Lessor and Lessee acknowledge that any amounts of Airframe Supplemental Rent, APU Supplemental Rent and Landing Gear Supplemental Rent payable by\nLessee are based upon the assumption that the Aircraft will operate on an Assumed Utilization. If that assumption proves to be incorrect at any time during the Term based upon Lessee’s actual operating experience during the most recently\npreceding twenty-four (24) months that data is available at the time of determination, |\n\n  \n\n\n- 6 -", "source": "agreement_5.md" }, { "id": "1769", "text": "| | | |\n| --- | --- | --- |\n|   |    | calculated as an annual average, such that (A) Lessee’s actual utilization of the Aircraft is 110% or greater than the Assumed Utilization, upon written notice from Lessee to\nLessor , the rates of Airframe Supplemental Rent and Landing Gear Supplemental Rent shall be adjusted downwards to rates based on a table contained in the Aircraft Lease Agreement, or (B) Lessee’s actual utilization is below the Assumed\nUtilization Adjustment Threshold, upon written notice from Lessor to Lessee, the rates of Airframe Supplemental Rent and Landing Gear Supplemental Rent shall be adjusted upwards to rates based on a table contained in the Aircraft Lease Agreement.\n |", "source": "agreement_5.md" }, { "id": "1770", "text": "| | | |\n| --- | --- | --- |\n|   | (iv) | Major Maintenance Program Revision: If the Lessee adopts a Major Maintenance Program Revision, either Lessor or Lessee may notify the other that it believes adjustment is necessary\nto maintain the Supplemental Rent at levels which accurately reflect the costs associated with obtaining relevant maintenance services (at Lessee’s prevailing costs for the most recent twenty-four (24) months escalated to the relevant rate of\ndetermination at the rate specified for the Annual Supplemental Rent Adjustment). In such event, Lessor and Lessee shall mutually agree upon the amount of any adjustment to the rate otherwise specified herein to reflect such costs associated with\nobtaining the relevant maintenance services. Should Lessor and Lessee fail to agree upon the amount of any adjustment to the rate, the matter shall be referred to the Manufacturer, whose decision in the matter shall be binding on the parties. Upon\nagreement of Lessor and Lessee or the decision of the Manufacturer, as the case may be, Lessor shall thereupon give notice to Lessee specifying the revised Supplemental Rent rates and the effective date of such revision and Lessee and Lessor shall\nbe bound by it. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | Notice: Lessee agrees to advise Lessor, in writing, promptly following any occurrence, which would result in the assumptions mentioned in paragraph (ii) or in Clause (B) of\nparagraph (iii) above becoming incorrect at any time during the Term. |", "source": "agreement_5.md" }, { "id": "1771", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessor’s Property Rights: Lessee acknowledges and agrees that Supplemental Rent is additional rent for the leasing of the Aircraft and not cash collateral or other collateral\nsecurity for Lessee’s maintenance obligations under the Lease. Once paid, all Supplemental Rent is the property of Lessor, it is not refundable to Lessee under any circumstances whatsoever (except to the extent provided in the Lease and that\nfollowing the receipt by Lessor of insurance or condemnation proceeds or other payment from Lessee in an amount equal to the Agreed Value following an Event of Loss, Lessor shall return to Lessee all Supplemental Rent paid to Lessor by Lessee less\nthe amount theretofore paid to Lessee by Lessor pursuant to Section 7.2) and Lessee otherwise has no interest therein whatsoever. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.5 | **Payments** |\n\n  \n\n All payments by Lessee to Lessor under the Lease will be made for value on the due date in Dollars and in immediately available funds by wire transfer to\nthe Lessor’s Account as specified in the Aircraft Lease Agreement. If any such due date is not a Business Day, such payment shall be due on the Business Day immediately following such due date. \n\n  \n\n\n- 7 -", "source": "agreement_5.md" }, { "id": "1772", "text": "| | |\n| --- | --- |\n| 5.6 | **Withholding and Tax Credit** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Withholding: Lessee must not deduct any amount from any of its payments under the Lease for or on account of any Taxes (other than US withholding taxes), unless it is required by\nLaw to do so, in which case, except with respect to withholding taxes imposed or required by the laws of the United States or any jurisdiction therein, Lessee must: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | deduct the minimum amount necessary to comply with the Law; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | pay Lessor an extra amount so that Lessor receives a net amount on the relevant payment date that is equal to the amount that it would have received if the deduction had not been\nmade. The amount of any such payment to Lessor shall be made taking into account the principles of Section 5.10 such that Lessor shall be in no worse position than it would have been if the deduction had not applied in the first place;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | pay the Tax to the relevant taxing authority according to the relevant Law; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | obtain a receipt (if one is available) from the relevant taxing authority and give it to Lessor. |", "source": "agreement_5.md" }, { "id": "1773", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Tax Credit: If Lessor, in good faith, determines that it has realized a tax benefit (by way of deduction, credit or otherwise) as a result of any payment for which Lessee is liable\nunder Section 5.6(a), Lessor shall pay to Lessee as soon as practicable after the tax benefit has been realized (but not before Lessee has made all payments and indemnities to Lessor required under this Section that are then due and owing) an amount\nwhich will ensure that (after taking into account the payment itself) Lessor is in no better and no worse position than it would have been if the deduction had not applied. |\n\n  \n\n Nothing in this Section 5.6(b) shall: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | interfere with the right of Lessor to arrange its tax affairs in whatever manner it thinks fit; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | except as otherwise provided in Section 5.7(a)(iv), oblige Lessor to disclose any information relating to its Tax affairs or any Tax computations. |\n\n  \n\n\n- 8 -", "source": "agreement_5.md" }, { "id": "1774", "text": "| | |\n| --- | --- |\n| 5.7 | **Tax Indemnity** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | General: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Except as provided in Section 5.7(c), Lessee will on demand pay and indemnify each Tax Indemnitee against any and all Taxes levied or imposed against or upon or payable by such Tax\nIndemnitee or Lessee and arising from, with respect to or in connection with the transactions pursuant to the Lease, including all Taxes relating or attributable to Lessee, the Lease or the Aircraft, directly or indirectly, in connection with the\nimportation, exportation, registration, ownership (but only to the extent relating to or attributable to or arising as a result of the possession, operation, use or maintenance of the Aircraft by Lessee), leasing, sub-leasing, purchase, delivery,\npossession, use, operation, repair, maintenance, modification, overhaul, transportation, landing, storage, presence, sale or other transfer or redelivery of the Aircraft or any part thereof or any rent, receipts, insurance proceeds, income,\nindemnification payment or other amounts arising therefrom, or the making of any Equipment Change or the permanent replacement of any Engine. |", "source": "agreement_5.md" }, { "id": "1775", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | Each Tax Indemnitee shall promptly forward to Lessee any written notice, bill, or advice that such Tax Indemnitee receives from any taxing authority concerning any Tax for which it\nseeks indemnification under this Section 5.7. All Taxes indemnified pursuant to this Section 5.7(a) shall be paid by Lessee directly to the appropriate taxing authority (to the extent permitted by applicable Law) at or before the time prescribed by\napplicable Law or if not so permitted, to the applicable Tax Indemnitee. After any payment by Lessee of any Tax directly to a taxing authority, Lessee shall furnish to Lessor, on request, a certified copy of a receipt for Lessee’s payment of\nsuch Tax (to the extent reasonably obtainable) or such other evidence of payment of such Tax as is reasonably obtainable by Lessee and reasonably acceptable to Lessor. |", "source": "agreement_5.md" }, { "id": "1776", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | Any amount payable by Lessee directly to a Tax Indemnitee pursuant to this Section 5.7(a) shall be paid within fifteen (15) Business Days after receipt of a written demand therefor\nfrom the relevant Tax Indemnitee (provided that in no event shall Lessee be required to pay any such amount earlier than five (5) days prior to the date the applicable Tax is due and payable by such Tax Indemnitee) accompanied by a written statement\ndescribing in reasonable detail the basis for such indemnity and the computation of the amount so payable, provided that if the contest of any indemnified Tax has been requested by Lessee in accordance with Section 5.9 and Lessee shall have duly\nperformed (and shall continue to perform) all its obligations under Section 5.9 with respect to such contest, then payment of the indemnity with respect to such Tax under this Section 5.7(a) shall, at Lessee’s election, be deferred until the\ndate fifteen (15) Business Days after the contest has been completed. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | At Lessee’s request, the computation of the amount of any indemnity payment owed by Lessee pursuant to this Section 5.7 or any amount owed by a Tax Indemnitee to Lessee\npursuant to Section 5.6(b) or Section 5.9 shall be verified and certified by an independent public accounting firm selected by |\n\n  \n\n\n- 9 -", "source": "agreement_5.md" }, { "id": "1777", "text": "| | | |\n| --- | --- | --- |\n|   |    | such Tax Indemnitee and reasonably satisfactory to Lessee. Such verification shall be binding. Lessee and each Tax Indemnitee agree to provide to such public accounting firm any\ninformation within its possession or control that is reasonably necessary for such public accounting firm to perform such verification. The costs of such verification (including the fee of such public accounting firm) shall be borne by Lessee unless\nsuch verification results in an adjustment in Lessee’s favor of 5% or more of the net present value of the payment (discounted at the Discount Rate) as computed by such Tax Indemnitee, in which case such Tax Indemnitee shall pay those costs.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | Each Tax Indemnitee shall provide Lessee with such certifications that the Tax Indemnitee is factually and legally eligible to give (and provided that giving such certification will\nnot materially prejudice the Tax Indemnitee unless Lessee has agreed to indemnify the Tax Indemnitee therefor to the reasonable satisfaction of the Tax Indemnitee), and such information and documentation in such Tax Indemnitee’s possession\nrequired as a condition to the allowance of a reduction in Taxes indemnified under this Common Terms Agreement. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Sales and Use Taxes: |", "source": "agreement_5.md" }, { "id": "1778", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | Without limiting Section 5.7(a) above, Lessee shall pay to Lessor (or, if permitted by applicable Law and if requested by Lessor, Lessee shall pay to the relevant tax authority for\nthe account of Lessor): |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | all sales, use, rental, excise, value added (other than value added taxes that are imposed in direct substitution for an income tax), turnover, goods and services and similar taxes\nor taxes in the nature of any of the foregoing (“**Sales Taxes**”) required to be paid to the tax authority of the jurisdiction in which the Delivery Location is situated or to the jurisdiction of the Habitual Base or the State of\nIncorporation with respect to the lease of the Aircraft to Lessee pursuant to the Lease except for any Sales Tax with respect to which Lessee delivers to Lessor on or prior to the date such Sales Tax is due and payable such exemption certificate or\nother document as may be required by applicable Law to evidence Lessee’s entitlement to exemption from such Sales Tax imposed by the applicable jurisdiction with respect to the lease of the Aircraft pursuant to the Lease (but Lessee’s\ndelivery of such exemption certificate or other document shall not relieve Lessee from its indemnity obligations under Section 5.7(a) or this Section 5.7(b) in the event that such exemption certificate or other document is ineffective (provided that\nLessor presents such certificate or other document to the applicable taxing authority if and when required or requested by such taxing authority to do so) or liability for such Tax is otherwise asserted by the applicable taxing authority); and\n |\n\n  \n\n\n- 10 -", "source": "agreement_5.md" }, { "id": "1779", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | all Sales Taxes required to be paid to the tax authority of any jurisdiction (other than a jurisdiction described in Clause (A) above) in which the Aircraft may be used, operated or\notherwise located from time to time except for any Sales Tax with respect to which Lessee delivers to Lessor such exemption certificate or other document as may be required by applicable Law to evidence Lessee’s entitlement to exemption from\nsuch Sales Tax imposed by the applicable jurisdiction with respect to the lease of the Aircraft pursuant to the Lease (but Lessee’s delivery of such exemption certificate or other document shall not relieve Lessee from its indemnity obligations\nunder Section 5.7(a) or this Section 5.7(b) in the event that such exemption certificate or other document is ineffective (provided that Lessor presents such certificate or other document to the applicable taxing authority if and when required or\nrequested by such taxing authority to do so) or liability for such Tax is otherwise asserted by the applicable taxing authority). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | Lessee and Lessor will each cooperate with the other in connection with the preparation and filing of any exemption application or similar document that is reasonably necessary or\ndesirable under applicable Law to avoid the imposition of any Sales Taxes with respect to the transactions contemplated by the Lease. |", "source": "agreement_5.md" }, { "id": "1780", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | The specific obligations with respect to sales and use taxes set forth in this Section 5.7(b) are in addition to, and are not in substitution for, Lessee’s obligation to\nindemnify for sales and use taxes pursuant to Section 5.7(a); provided that in no event shall Lessee be obligated to pay any amount as indemnification under both Section 5.7(a) and Section 5.7(b) with respect to the same Tax.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Lessee is not required to indemnify any Tax Indemnitee under Section 5.7(a) or Section 5.7(b) with respect to: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Taxes attributable to the willful misconduct or gross negligence of such Tax Indemnitee, except to the extent that such willful misconduct or gross negligence is imputed to such Tax\nIndemnitee by reason of any action or inaction of Lessee or any sublessee; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | income Taxes imposed on a Tax Indemnitee as a result of the Tax Indemnitee’s (A) being organized in the jurisdiction imposing such Taxes or (B) conducting business that is\nunrelated to the transactions contemplated in the Lease and the Other Agreements in the jurisdiction imposing such Taxes; |", "source": "agreement_5.md" }, { "id": "1781", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | a Tax imposed on the net income, profits, gains or gross receipts of any Tax Indemnitee by the United States or any Government Entity in the United States; provided that the\nexclusion in this clause (ii) shall not apply to any |\n\n  \n\n\n- 11 -", "source": "agreement_5.md" }, { "id": "1782", "text": "| | | |\n| --- | --- | --- |\n|   |    | sales, use, excise, value added or property Taxes (other than any value added tax that is imposed in direct substitution for an income tax) or any Taxes in the nature of sales, use,\nexcise, value added or property Taxes (other than any value added tax that is imposed in direct substitution for an income tax); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | a Tax imposed with respect to the period, or an event occurring, (x) prior to the Delivery Date or (y) after the expiration or termination of the Lease (other than a termination by\nexercise of remedies in accordance with Section 13.2 after the occurrence of an Event of Default), the return or purchase of the Aircraft by Lessee and the payment by Lessee of all amounts payable by it under the Lease, except, in any case, to the\nextent such Tax arises from an event occurring or circumstance existing during the Term or is otherwise imposed with respect to the Term; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | a Tax imposed on any sale, assignment, transfer or other disposition by or to a Tax Indemnitee of its interest in the Aircraft or the Lease unless such sale, assignment, transfer or\nother disposition occurs (x) in order to effect the transactions or transfers contemplated on the Delivery Date, (y) by Lessee or a Lessee Affiliate required or permitted under the Lease (including as a result of an Event of Loss), or (z) in\nconnection with, or as a result of, the exercise of remedies in connection with an Event of Default; |", "source": "agreement_5.md" }, { "id": "1783", "text": "| | | |\n| --- | --- | --- |\n|   | (vi) | any US withholding tax; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vii) | a Tax that would not have been imposed but for a Lessor Lien; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (viii) | a Tax on any item of tax preference or a minimum tax or alternative minimum tax; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ix) | any Tax imposed on (A) a transferee of the interests held by a Tax Indemnitee in the Aircraft or the Lease or (B) a transferee of the shares of stock or other interests in a Tax\nIndemnitee, in each case to the extent that (X) such Tax would not have been imposed on the original Tax Indemnitee or (Y) such Tax exceeds the amount of the Tax that would have been imposed on the original Tax Indemnitee; provided, however, that\nthis exception shall not apply to any transferee where the transfer shall have occurred in connection with, or as a result of, the exercise of remedies in connection with an Event of Default; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (x) | any Tax that would not have been imposed but for the existence or status of any trust used to hold title to the Aircraft; or |", "source": "agreement_5.md" }, { "id": "1784", "text": "| | | |\n| --- | --- | --- |\n|   | (xi) | any Tax imposed on a Tax Indemnitee in respect of a “prohibited transaction” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended, or the\nregulations issued thereunder, or Section 406 of ERISA or the regulations of the US Department of Labor implementing Section 406 of ERISA. |\n\n  \n\n\n- 12 -", "source": "agreement_5.md" }, { "id": "1785", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | Lessee will also indemnify the “Special Tax Indemnitee” (as defined in Part IV of Schedule B of the Aircraft Lease Agreement for the purposes thereof) as and to the extent\nset forth in Part IV of Schedule B of the Aircraft Lease Agreement, and the provisions of Section 5.9 shall apply thereto. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.8 | **[Intentionally Omitted]** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.9 | **Tax Contest and Mitigation** |", "source": "agreement_5.md" }, { "id": "1786", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | If a Tax Indemnitee receives a written claim for any Tax for which Lessee could be required to pay an indemnity pursuant to Section 5.7(a)(i), Section 5.7(b)(i) or Part IV of\nSchedule B of the Lease, such Tax Indemnitee shall notify Lessee promptly of such claim, provided that any failure to provide such notice will not relieve Lessee of any indemnification obligation pursuant to Section 5.7 except to the extent that\nsuch failure effectively precludes Lessee from exercising its contest rights hereunder (it being understood that nothing in this Section 5.9 shall preclude Lessee from making a claim for damages if Lessee suffers any damage as a result of any\nfailure of such Tax Indemnitee to provide such notice promptly). No Tax Indemnitee shall, without Lessee’s prior written consent, take any action with respect to such a claim for a period of thirty days after Lessee’s receipt of such\nnotice. If requested by Lessee in writing promptly after receipt of such notice, such Tax Indemnitee shall (upon receipt of a written acknowledgment by Lessee that the Tax to be contested is a Tax for which Lessee would be required to indemnify such\nTax Indemnitee under Section 5.7 or Part IV of Schedule B of the Lease except to the extent that the final determination of the contest demonstrates that such Tax is a Tax described in Section 5.7(c)), at the expense of Lessee (including all\nreasonable costs, expenses, legal and accountants’ fees and disbursements, and penalties, interest and additions to Tax incurred in and reasonably allocable to contesting such claim) in good faith contest or, in the case of a Lessee-Controlled", "source": "agreement_5.md" }, { "id": "1787", "text": "Contest, permit Lessee to contest such claim by (i) resisting payment thereof if practicable and appropriate, (ii) not paying the same except under protest if protest is necessary and proper, or (iii) if payment is made, using reasonable efforts to\nobtain a refund of such Taxes in appropriate administrative and judicial proceedings. The applicable Tax Indemnitee shall determine the method of any contest that is not a Lessee-Controlled Contest and (in good faith consultation with Lessee)\ncontrol the conduct thereof. Lessee shall determine the method of any contest that is a Lessee-Controlled Contest and (in good faith consultation with the applicable Tax Indemnitee) control the conduct thereof. The term “Lessee-Controlled\nContest” shall mean any contest (i) that, under applicable Law, may be conducted in Lessee’s name and that does not involve income taxes or Taxes imposed on the applicable Tax Indemnitee that are not subject to indemnification by Lessee or\n(ii) which the applicable Tax Indemnitee agrees in writing shall be controlled by Lessee. The provisions of Section 5.12 shall continue to apply while such contest is continuing. If requested to do so by Lessee, the Tax Indemnitee shall appeal any\nadverse administrative or judicial decision, except that the Tax Indemnitee shall not be required to pursue any appeals to the United States |", "source": "agreement_5.md" }, { "id": "1788", "text": "- 13 -", "source": "agreement_5.md" }, { "id": "1789", "text": "| | | |\n| --- | --- | --- |\n|   |    | Supreme Court. A Tax Indemnitee shall not be required to contest, or to continue to contest, a claim for Taxes under this Section 5.9 if (v) in the case of a contest that is not a\nLessee-Controlled Contest, the amount of Taxes at issue and subject to indemnification under Section 5.7 is less than $25,000 and the amount of Taxes at issue for which Lessee may have liability (whether directly for its own account, pursuant to\nindemnification obligations under Section 5.7, or otherwise) is in the aggregate less than $50,000, or (w) such action would result in a risk of imposition of criminal liability on any Tax Indemnitee or a material risk of any sale, forfeiture, or\nloss of, or the creation of a lien (other than a Permitted Lien) against, the Aircraft, the Airframe, any Engine or any Part, or (x) Lessee shall not have furnished, at Lessee’s expense, an opinion of independent tax counsel (in the case of a\nLessee-Controlled Contest, selected by Lessee and reasonably satisfactory to the applicable Tax Indemnitee; in the case of a contest that is not a Lessee-Controlled Contest, selected by the applicable Tax Indemnitee and reasonably satisfactory to\nLessee) that a reasonable basis exists for such contest, or (y) an Event of Default shall be continuing (unless Lessee shall have provided security reasonably satisfactory to the applicable Tax Indemnitee securing Lessee’s performance of its", "source": "agreement_5.md" }, { "id": "1790", "text": "obligations under this Section 5.9). If the applicable Tax Indemnitee contests any claim for Taxes by making a payment and seeking a refund thereof, then Lessee shall advance to such Tax Indemnitee, on an interest-free basis, an amount equal to the\nTaxes to be paid by such Tax Indemnitee in connection with the contest and shall indemnify such Tax Indemnitee on an After-Tax Basis for any adverse tax consequences to such Tax Indemnitee of such interest-free advance. Upon the final determination\nof any contest pursuant to this Section 5.9 in respect of any Taxes for which Lessee shall have made an advance in accordance with the immediately preceding sentence, the amount of Lessee’s obligation shall be determined as if such advance had\nnot been made; any indemnity obligation of Lessee to the applicable Tax Indemnitee under this Section 5.9 and the applicable Tax Indemnitee’s obligation to repay the advance will be satisfied first by setoff against each other, and any\ndifference owing by either party shall be paid within fifteen (15) Business Days after such final determination. |", "source": "agreement_5.md" }, { "id": "1791", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If any Tax Indemnitee obtains a refund or reimbursement of, or becomes entitled to a current credit against a liability for a Tax described in Section 5.7(c) for, all or any part of\nany Taxes paid, reimbursed or advanced by Lessee, such Tax Indemnitee shall pay Lessee, within fifteen (15) Business Days after such Tax Indemnitee receives such refund or reimbursement or realizes the tax saving resulting from such credit (as the\ncase may be), the amount of such refund, reimbursement or tax saving, reduced by the excess (if any) of (i) the amount of any Taxes imposed on such Tax Indemnitee on the receipt or accrual of such refund, reimbursement or tax saving over (ii) the\namount of any Taxes saved by such Tax Indemnitee as a result of any allowable current deduction for such payment to Lessee. If, in addition to such refund, reimbursement or credit, such Tax Indemnitee receives an amount of interest on such refund or\nreimbursement, such Tax Indemnitee shall pay to Lessee, within fifteen (15) Business Days after such Tax Indemnitee receives such amount of interest, the portion of such interest which is fairly attributable to such refund, reimbursement or credit,\nreduced by the excess (if any) of (i) the amount of any Taxes imposed on such Tax Indemnitee on the receipt or accrual of such interest |\n\n  \n\n\n- 14 -", "source": "agreement_5.md" }, { "id": "1792", "text": "| | | |\n| --- | --- | --- |\n|   |    | over (ii) the amount of any Taxes saved by such Tax Indemnitee as a result of any allowable current deduction for such payment to Lessee. A Tax Indemnitee shall not be required to\nmake any payment to Lessee pursuant to this Section 5.9 if, and for so long as, an Event of Default shall have occurred and be continuing. |", "source": "agreement_5.md" }, { "id": "1793", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | A Tax Indemnitee in its sole discretion (by written notice to Lessee) may waive its rights to indemnification pursuant to Section 5.7 with respect to any claim for any Tax and may\nrefrain from contesting or continuing the contest of such claim, in which event Lessee shall have no obligation to indemnify such Tax Indemnitee for the Taxes that are the subject of such claim (and all directly related claims, and claims based on\nthe outcome of such claim). If any Tax Indemnitee agrees to a settlement of any contest conducted pursuant to this Section 5.9 without the prior written consent of Lessee, then such Tax Indemnitee shall be deemed to have waived its rights to the\nindemnification provided for in Section 5.7 with respect to the Tax liability accepted in such settlement (and all directly-related claims, and claims based on the outcome of such claim). In the event that a Tax Indemnitee either waives or is deemed\nto have waived its rights to indemnification as provided above, such Tax Indemnitee shall repay to Lessee any amount previously paid or advanced to or on behalf of such Tax Indemnitee pursuant to the next-to-last sentence of Section 5.9(a) with\nrespect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority on a refund of such Tax. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | Information: |", "source": "agreement_5.md" }, { "id": "1794", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | Information: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | If Lessee is required by any applicable Law to deliver any report or return in connection with any Taxes for which Lessee would be obligated to indemnify Lessor or any other Tax\nIndemnitee under the Lease, Lessee will complete the same and, on request, supply a copy of the report or return to Lessor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | If any report, return or statement is required to be made by Lessor or any other Tax Indemnitee with respect to any Tax for which there is an indemnity obligation of Lessee under\nthe Lease, and Lessee knows of, or reasonably should have known of, such return, report or statement, Lessee will promptly notify Lessor of the requirement and: |", "source": "agreement_5.md" }, { "id": "1795", "text": "| | | |\n| --- | --- | --- |\n|   | (A) | if permitted by applicable Law, make and timely file such report, return or statement (except for (x) any report, return or statement that Lessor or any other Tax Indemnitee has\nnotified Lessee that Lessor or any other Tax Indemnitee intends to prepare and file or (y) any report, return or statement for which Lessor or the applicable Tax Indemnitee does not furnish Lessee with information which is in the possession or\ncontrol of Lessor or such applicable Tax Indemnitee, is reasonably requested by Lessee in writing and is reasonably necessary to file such report, return or statement), prepare such return in such manner as will show Lessor as lessor of the Aircraft\nand the ownership of the Aircraft in Owner if required or appropriate, and provide Lessor upon request a copy of each such report, return or statement filed by Lessee, or |\n\n  \n\n\n- 15 -", "source": "agreement_5.md" }, { "id": "1796", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | if Lessee is not permitted by applicable Law to file any such report, return or statement, or if the applicable Tax Indemnitee does not furnish Lessee with information which is in\nsuch Tax Indemnitee’s possession or control, is reasonably requested by Lessee in writing and is reasonably necessary to file such report, return or statement, Lessee will (to the extent that the information necessary to prepare such report,\nreturn or statement is in the possession or control of Lessee) prepare and deliver to Lessor a proposed form of such report, return or statement within a reasonable time prior to the time such report, return or statement is to be filed\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | ; *provided,* that in each case the relevant Tax Indemnitee shall furnish Lessee with any information in such Tax Indemnitee’s possession or control that is reasonably\nnecessary to file any such return, report, or statement and that Lessee reasonably requests in writing and the disclosure of which will not prejudice such Tax Indemnitee. |", "source": "agreement_5.md" }, { "id": "1797", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | Lessee will provide such information and documents within Lessee’s possession or control as Lessor may reasonably request to enable Lessor or any other Tax Indemnitee to comply\nwith its tax filing, audit and litigation obligations. Lessor or any other Tax Indemnitee will provide such information or documents, at Lessee’s expense, that Lessee does not otherwise have as Lessee may reasonably request and which are\nnecessary to enable Lessee to comply with its obligations under the Lease (including, without limitation, Sections 5.6 and 5.7 of this CTA and Schedule B of the Aircraft Lease Agreement). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | Each Tax Indemnitee agrees to furnish from time to time to Lessee, or such other Person as Lessee shall designate, at Lessee’s written request, such duly-executed and\nproperly-completed forms as may be necessary or appropriate in order to claim any reduction of or exemption from any withholding or other Tax imposed by any taxing authority, provided that the Tax Indemnitee is factually and legally eligible to\nprovide such forms and giving such certification with not materially prejudice the Tax Indemnitee (unless Lessee has agreed to indemnify the Tax Indemnitee therefor to the reasonable satisfaction of the Tax Indemnitee). |", "source": "agreement_5.md" }, { "id": "1798", "text": "| | | |\n| --- | --- | --- |\n|   | (v) | If a Tax Indemnitee is not a party to this Common Terms Agreement, Lessee may require the Tax Indemnitee to agree in writing, in a form reasonably acceptable to Lessee, to the terms\nof Sections 5.7, 5.9 and 5.10 before making any payment to such Tax Indemnitee under Section 5.7. |\n\n  \n\n\n- 16 -", "source": "agreement_5.md" }, { "id": "1799", "text": "| | |\n| --- | --- |\n| 5.10 | **Indemnity Payments - After-Tax Basis** |\n\n  \n\n The amount of any payment made under Section 5.6, Section 5.7 (including Section 5.7(d))*,* Section 5.21, Section 8.13, Section 10, the last sentence\nof Section 11.1(c), the last sentence of Section 12.2, Section 13.2(c)(iii)-(vi), or Section 13.2(f)(iii)-(iv) to or for the benefit of any Indemnitee, shall include such amount as may be necessary to hold such Indemnitee harmless on an After-Tax\nBasis, provided that Lessee shall not be required to pay on an After-Tax Basis any amount described in Section 13.2(c)(v), 13.2(c)(vi), 13.2(f)(iii) (with respect to Aircraft Condition Damages) or 13.2(f)(iv) if and to the extent that such amount\n(i) is measured by such consequential loss of revenues or profits of Lessor from the sale or re-leasing of the Aircraft or (ii) otherwise compensates the Indemnitee for any payment, property or service (A) which such Indemnitee would have received\nhad Lessee performed its obligations in accordance with the requirements of the Lease, (B) which would have resulted in the recognition of taxable income by such Indemnitee, (C) which Lessee is not required by the Lease to pay or provide on an\nAfter-Tax Basis, and (D) with respect to which Lessee is not required by the Lease to indemnify such Indemnitee for income taxes on the taxable income described in subclause (B).", "source": "agreement_5.md" }, { "id": "1800", "text": "| | |\n| --- | --- |\n| 5.11 | **Lessor Obligations Following Expiry Date** |\n\n  \n\n Promptly following: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | redelivery of the Aircraft to Lessor in accordance with and in the condition required by the Lease; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | payment to Lessor of the Agreed Value following an Event of Loss after the Delivery Date; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | termination of the Lease prior to the commencement of the Term in accordance with the provisions of the Lease; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | [Intentionally Omitted] |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | or in each case such later time as Lessee has irrevocably paid to Lessor all amounts that may then be due and payable under the Lease and each of the Transaction Agreements and in\neach case so long as no Default has occurred and is continuing: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Lessor will pay to Lessee the balance of the Deposit (if any); |", "source": "agreement_5.md" }, { "id": "1801", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | Lessor will pay to Lessee the amount of any Rent received in respect of any period falling after the date of redelivery of the Aircraft or payment of the Agreed Value, as the case\nmay be; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | Lessor will return to Lessee or cancel any Letter of Credit and release and return any Guarantee; and |\n\n  \n\n\n- 17 -", "source": "agreement_5.md" }, { "id": "1802", "text": "| | | |\n| --- | --- | --- |\n|   | (iv) | Lessor will pay to Lessee any amounts payable to Lessee pursuant to Section 7.2 hereof and such other amounts (if any) as may be provided in the Aircraft Lease Agreement.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.12 | **Net Lease** |", "source": "agreement_5.md" }, { "id": "1803", "text": "The Lease is a net lease. Lessee’s obligation to pay Rent and to perform all its other obligations under the Lease (except as otherwise provided in\nthe Lease) is absolute and unconditional no matter what happens and no matter how fundamental or unforeseen the event, including any of the following: (a) any right of set-off, counterclaim, recoupment, defense or other right which Lessee may have\nagainst the Lessor, Owner, any Indemnitee, Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine or any Part or any other Person, for any reason whatsoever; (b) any unavailability of\nthe Aircraft for any reason, including a requisition of the Aircraft or any prohibition or interruption of or interference with or other restriction against Lessee’s use, operation or possession of the Aircraft (whether or not the same would,\nbut for this provision, result in the termination of the Lease by operation of law); (c) any lack or invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any\nkind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Event of Loss in respect of or any damage to the Aircraft; (d) any insolvency, bankruptcy,\nreorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor, Lessee or any other Person; (e) any invalidity or unenforceability or lack of due authorization of, or other defect in, the", "source": "agreement_5.md" }, { "id": "1804", "text": "Lease; (f) any Security Interests or (except as provided in Section 5.6(a)) Taxes; and/or (g) any other cause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation\nof Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgment in selecting the Aircraft, and has not relied on Lessor or on any information supplied by Lessor, that Lessor is not a manufacturer of or dealer in aircraft\nand that Lessor has all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407.", "source": "agreement_5.md" }, { "id": "1805", "text": "Except as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now\nhave or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, abate, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including\npayment of Rent or Supplemental Rent). \n\n  \n\n Each payment of Rent\nor Supplemental Rent made by Lessee shall be final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever except manifest error. \n\n  \n\n If for any reason whatsoever the Lease shall be terminated in whole or in\npart by operation of Law, except as specifically provided in the Lease, Lessee waives, to the \n\n  \n\n\n- 18 -", "source": "agreement_5.md" }, { "id": "1806", "text": "extent permitted by applicable Law, all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations under the Lease and\nnonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms of the Lease had the Lease not been terminated in whole or in\npart and so long as such payments are made and all other terms and conditions of the Lease are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft\nunder the terms and conditions of the Lease and Lessee shall continue to have, and shall be entitled to exercise, all of its rights under the Lease as if the Lease remained in full force and effect. \n\n  \n\n Nothing in this Section 5.12 will be construed to limit Lessee’s right\nto institute separate legal proceedings or from separately pursuing any claim it may have from time to time against Lessor in the event of Lessor’s breach of the Lease as and to the extent not prohibited by an express term of the Lease, or to\nlimit Lessee’s rights and remedies against any other Person with respect to any matter. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.13 | **Further Provisions Regarding Deposit** |", "source": "agreement_5.md" }, { "id": "1807", "text": "| | |\n| --- | --- |\n| 5.13 | **Further Provisions Regarding Deposit** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | If, under the Aircraft Lease Agreement, Lessee is required to pay a Deposit, Lessee hereby grants a security interest in the Deposit to Lessor as security for Lessee’s or\nLessee Affiliates’ obligations under the Lease and all Other Agreements relating to aircraft leasing (including any and all Losses suffered or incurred by Lessor or any of its Affiliates in respect of which Lessee or any Lessee Affiliate is\nobligated under the Lease or any Other Agreement relating to aircraft leasing) and the remaining provisions of this Section shall apply. Lessee agrees that Lessor shall be entitled to commingle the Deposit with Lessor’s general or other funds,\nand Lessor will not hold any such funds as agent or in trust for Lessee or in any similar fiduciary capacity. In this regard, Lessee acknowledges and agrees that it is not located in the State of New York within the meaning of Section 7-101 1-c. (b)\nof the New York General Obligations Law and, therefore, the requirements of Section 7-101 of the New York General Obligations Law to the effect that Lessor hold the Deposit in a separate, interest bearing account, and pay interest thereon, do not\napply. |", "source": "agreement_5.md" }, { "id": "1808", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If an Event of Default shall have occurred and be continuing, in addition to all rights and remedies accorded to Lessor elsewhere in the Lease or under Law in respect of the\nDeposit, Lessor may immediately or at any time thereafter so long as such Event of Default shall be continuing, without prior notice to Lessee, apply all or part of the Deposit in or towards the payment or discharge of any matured obligation owed by\nLessee or any Lessee Affiliate under the Lease or the Transaction Agreements, in such order as Lessor sees fit, and/or exercise any of the rights of set-off described in Section 5.20 against all or part of the Deposit. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | If Lessor exercises the rights described in Section 5.13(b) above, Lessee shall, following a demand in writing from Lessor specifying the amount to be replenished and stating in\nreasonable detail the amount and basis upon which such portion of the Deposit was applied, immediately restore the Deposit to the level at which it stood immediately prior to such exercise. |\n\n  \n\n\n- 19 -", "source": "agreement_5.md" }, { "id": "1809", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | Lessor agrees that if at any time when Lessee would otherwise be entitled to receive from Lessor a return of all or any portion of the Deposit or any other amount hereunder but such\nreturn is withheld due to the occurrence of a Default, a Significant Default or an Event of Default, Lessor shall (subject to Section 5.20 hereof) return such Deposit or any other amount hereunder (or the unapplied balance thereof) at such times as\nno such Default, Significant Default or Event of Default (as the case may be) shall be continuing (provided that any other conditions to such return specified herein which may then be applicable have been satisfied). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.14 | **Letter of Credit** |", "source": "agreement_5.md" }, { "id": "1810", "text": "| | |\n| --- | --- |\n| 5.14 | **Letter of Credit** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | If, under the Aircraft Lease Agreement, Lessee is required or elects to provide Lessor with a Letter of Credit, the provisions of this Section shall apply. Any Letter of Credit\nprovided by Lessee to Lessor will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and in substantially the form of Schedule 16 or in another form and substance acceptable to\nLessor in its sole and absolute discretion, and, if not issued by a Pre-Approved Bank or by the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, will be confirmed by and\npayable at the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, and will be issued as security for all payment obligations of Lessee or any of its Affiliates to Lessor or any\nLessee Affiliate under the Lease and each of the Transaction Agreements (including any and all Losses suffered or incurred by Lessor or any of its Affiliates in respect of which Lessee or any of its Affiliates is obligated under the Lease or any of\nthe Transaction Agreements), which shall remain in full force and effect and may be drawn down by Lessor upon demand at any time or times following the occurrence of a Significant Default until the Required LC Expiry Date. |", "source": "agreement_5.md" }, { "id": "1811", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | The Letter of Credit may have a validity period or periods ending prior to the Required LC Expiry Date, provided that (i) the Letter of Credit shall, in each case, be renewed,\nextended or reissued and delivered to Lessor not later than thirty (30) days prior to its expiry (provided that there shall be no duplication of draw rights); and (ii) a Letter of Credit shall remain in force at all times up to the Required LC\nExpiry Date. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | If at any time during the Term, Lessor reasonably determines that the current issuing or confirming bank for the Letter of Credit is no longer an acceptable issuing or confirming\nbank (by virtue of a material adverse change in its financial condition or a decrease in any credit rating of its long term unsecured debt obligations) Lessor may notify Lessee of such fact and, in such event, Lessee shall within ten (10) Business\nDays after the date of such notice cause the Letter of Credit to be replaced by a Letter of Credit issued by a Pre-Approved Bank or another bank acceptable to Lessor (in its sole and absolute discretion). |\n\n  \n\n\n- 20 -", "source": "agreement_5.md" }, { "id": "1812", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor specifying the amount to be replenished and stating in reasonable detail\nthe amount and basis upon which such drawing was made, immediately cause the maximum amount available for drawing under the Letter of Credit to be restored to the level at which it stood immediately prior to such drawing. |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 5.15 | **Guarantee** |\n\n  \n\n If Lessee is required to provide Lessor with a Guarantee under the Aircraft Lease Agreement: (a) Lessee will contemporaneously with the execution of the\nAircraft Lease Agreement, provide Lessor with the Guarantee; and (b) Lessee shall cause such Guarantee to remain in full force and effect until such time as all of Lessee’s obligations under the Aircraft Lease Agreement shall have been fully\nperformed and to remain subject to revival as and to the extent that any such performance is revoked or set aside. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.16 | **Late Payment Interest** |\n\n  \n\n If Lessee fails to pay any amount payable by Lessee to Lessor under the Lease on the due date, Lessee will pay on demand from time to time to Lessor\ninterest (both before and after judgment) on that amount, from the due date to the date of payment in full by Lessee to Lessor, at the Interest Rate. All such interest will be compounded monthly and calculated on the basis of the actual number of\ndays elapsed in the month, assuming a 30 day month and a 360 day year.", "source": "agreement_5.md" }, { "id": "1813", "text": "| | |\n| --- | --- |\n| 5.17 | **Currency** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Except for Losses and expenses suffered or incurred by Lessor, which shall be payable by Lessee to Lessor in the currency and in the amount in which such Loss is suffered or\nincurred, all amounts payable to Lessor under the Lease shall be payable in Dollars in New York and payment in Dollars in New York is of the essence. Lessee must indemnify Lessor against any Loss Lessor reasonably suffers if and to the extent such\nLoss results from: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Lessor’s receipt from Lessee of an amount relating to Lessee’s obligations in a different currency from that in which payments should be made under the Lease; or\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | Lessee’s payment of a judgment or claim in a different currency from that in which should be made under the Lease. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Lessee relinquishes any right to pay any amount under the Lease in a currency that is different from the currency provided in the Lease. Notwithstanding any such receipt, judgment\nor claim described in Section 5.17(a), Lessee shall have a separate obligation to pay, and Lessor shall have a separate claim against Lessee for, amounts due to Lessor pursuant to the indemnity obligation of Lessee under this Section 5.17.\n |\n\n  \n\n\n- 21 -", "source": "agreement_5.md" }, { "id": "1814", "text": "| | |\n| --- | --- |\n| 5.18 | **Certificates** |\n\n  \n\n Except where expressly provided in the Lease, any certificate or determination by Lessor acting reasonably and in good faith as to any rate of interest or\nas to any other amount payable under the Lease will, in the absence of manifest error, be presumed to be correct. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.19 | **Appropriation** |\n\n  \n\n If any sum paid or recovered by Lessor in respect of the liabilities of Lessee under the Lease is less than the amount then due, Lessor may apply that sum\nto amounts due under the Lease in such proportions and order and generally in such manner as Lessor may determine. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.20 | **Set-off** |\n\n  \n\n In this sub-section, references to Lessee will also include Lessee Affiliates. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Lessor and its Affiliates may, without notice, set-off against and apply to any obligations owed by Lessee under the Lease or the Other Agreements against any obligation Lessor or\nany of its Affiliates owes Lessee under the Lease or the Other Agreements, regardless of the place of payment or currency. Promptly after making any such set-off, Lessor shall notify in writing Lessee thereof, but failure to give such notice shall\nnot affect the effectiveness of any such set-off. |", "source": "agreement_5.md" }, { "id": "1815", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Lessee hereby waives, in relation to any such setoff by Lessor, all suretyship and guarantor defenses of every nature whatsoever. |\n\n  \n\n If the obligations are in different currencies, Lessor may convert either\nobligation at the market rate of exchange available in New York. If the amount of an obligation is unknown, Lessor may, acting reasonably and in good faith, estimate the amount. Any difference between the estimated obligation and the actual\nobligation will be paid by either Lessor or Lessee, as appropriate, when the amount becomes known. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.21 | **Expenses** |\n\n  \n\n Lessee will pay to Lessor on demand the reasonable expenses (including reasonable legal fees and expenses) that Lessor suffers or incurs: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | to deal with any amendments, extensions, consents or waivers that are requested by Lessee in connection with the Lease (but excluding any expenses incurred by Lessor or Owner in\nconnection with the negotiation, preparation and execution of this CTA, the Lease and any documents related thereto, with any change in the ownership of the Aircraft or with the financing of the Aircraft) or to deal with any replacement of any\nEngine or Part; |\n\n  \n\n\n- 22 -", "source": "agreement_5.md" }, { "id": "1816", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | for FAA counsel and otherwise to act upon any advice and obtain assistance to perfect the Lease in the State of Registry and the State of Incorporation (and any other appropriate\nplace); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | after the occurrence and during the continuance of a Default, in contemplation of, or otherwise in connection with, the enforcement or preservation of any of Lessor’s rights\nunder the Lease (including under Section 10) or in respect of the repossession of any Aircraft. |\n\n  \n\n All amounts payable pursuant to this Section 5.21 will be paid in the currency in which any such expenses are incurred by Lessor. Nothing in this Section\n5.21 shall be interpreted to entitle Lessor to recover expenses it suffers or incurs in connection with a delay in delivery, or a failure to deliver, the Aircraft by reason of an Unforeseen Event or Lessor’s willful misconduct or an intentional\nbreach of Lessor’s obligations hereunder. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5.22 | **Other Outgoings** |", "source": "agreement_5.md" }, { "id": "1817", "text": "| | |\n| --- | --- |\n| 5.22 | **Other Outgoings** |\n\n  \n\n Lessee will promptly pay all Taxes (other than Taxes described in Section 5.7(c),) which it is required by applicable Law to pay and all other amounts of\nany nature which are imposed by any Government Entity with respect to the Aircraft and/or the Lease and which are required by applicable Law to be paid by Lessee, except to the extent that such Taxes or other amounts are being contested in good\nfaith by appropriate procedures in respect of which adequate reserves have been provided by Lessee and non-payment of which does not give rise to any material risk of the Aircraft or any interest therein being sold, forfeited or otherwise lost or\nany risk of criminal liability on the part of Lessor or Owner. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 6. | MANUFACTURER’S WARRANTIES |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | So long as no Event of Default has occurred and is continuing, Lessor shall make available to Lessee during the Term the benefit of all manufacturer’s warranties in relation to\nthe repair or remedy of any defect in the Aircraft (including compensation for loss of use of the Aircraft) and other product support and on-site technical assistance for the Aircraft to the extent that it is permitted to do so. In furtherance of\nthe foregoing, Lessor shall take such actions, at no out-of-pocket cost to Lessor, as Lessee may reasonably request to make such warranties available to Lessee. Lessee will give Lessor prompt written notice of any warranty claim that is settled with\nLessee on the basis of a cash payment. |", "source": "agreement_5.md" }, { "id": "1818", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If an Event of Default has occurred and is continuing, Lessor may immediately recover from Lessee the proceeds of any warranty claims previously paid to Lessee to the extent at the\ntime of demand that such proceeds have not been applied by Lessee to the repair of a defect in the Aircraft before such Event of Default and Lessor may: |\n\n  \n\n\n- 23 -", "source": "agreement_5.md" }, { "id": "1819", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | apply against the obligations of Lessee hereunder any such proceeds previously paid to Lessor which would have been remitted to Lessee under this Section 6 in the absence of such\nEvent of Default; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | cause any proceeds of any pending claims to be paid to Lessor, rather than Lessee. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Lessee will, at no out-of-pocket cost to Lessee, take such steps as are necessary at the end of the Term to assign any warranties relating to the Aircraft that have not expired to\nLessor. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7. | LESSOR’S COVENANTS |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.1 | **Quiet Enjoyment** |", "source": "agreement_5.md" }, { "id": "1820", "text": "| | |\n| --- | --- |\n| 7.1 | **Quiet Enjoyment** |\n\n  \n\n So long as no Event of Default has occurred and is continuing, Lessor will not interfere, and shall not permit any other Person claiming by, through or\nunder Lessor to interfere, with Lessee’s or Permitted Sub-Lessee’s quiet enjoyment of the use and possession of the Aircraft and the exercise by Lessee of its rights under and in accordance with the terms and provisions of the Lease during\nthe Term. Exercise by Lessor of its rights of inspection in accordance with the Lease or exercise by Lessor of other rights provided to it under and in accordance with the Lease during any period in which Lessor is entitled to exercise remedies\nhereunder in respect of the occurrence and continuance of an Event of Default shall not be considered to be a breach of the foregoing covenant. Lessee agrees that any claim it may otherwise be entitled to make with respect to a breach by Lessor of\nits obligations under this Section 7.1 would be subject to the limitations set forth herein, including without limitation, the limitations set forth in Sections 5.12 and 16.3 hereof. For avoidance of doubt, Lessee expressly waives and disclaims any\nright it may otherwise have to cancel, terminate or quit the Lease. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.2 | **Maintenance Contributions** |", "source": "agreement_5.md" }, { "id": "1821", "text": "| | |\n| --- | --- |\n| 7.2 | **Maintenance Contributions** |\n\n  \n\n If, under the Aircraft Lease Agreement for the Aircraft, Lessee is required to pay Supplemental Rent, then provided no Significant Default or Event of\nDefault has occurred and is continuing, Lessor will pay (as a separate and independent obligation and not as a return of Supplemental Rent) the following amounts to Lessee by way of contribution to the net cost of maintenance of the Aircraft (after\ndeduction for all rebates, discounts, allowances, incentives, credits or any other reduction in cost), PROMPTLY FOLLOWING RECEIPT BY LESSOR of an invoice and reasonable supporting documentation in the format customarily received by Lessor evidencing\nperformance of the following work by the Maintenance Performer: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Airframe: With respect to the Airframe, the completion, in accordance with the Lease, of the Airframe Structural Check, the lesser of (aa) the net cost as shown on that invoice and\n(bb) an amount equal to the aggregate amount of the Airframe Supplemental Rent paid under the Lease with respect to periods prior to the date such work is completed less the aggregate amount previously paid by Lessor under this sub-section;\n |\n\n  \n\n\n- 24 -", "source": "agreement_5.md" }, { "id": "1822", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Engine Life-Limited Parts: With respect to life-limited Parts within any Engine, the performance, in accordance with the Lease, of any replacement or repair of those Parts\n(“Engine LLP Replacement”), the lesser of (x) the net cost as shown on that invoice and (y) an amount equal to the aggregate amount of the Engine LLP Supplemental Rent paid in respect of that Engine under the Lease with respect to periods\nprior to the date such work is completed less (aa) any credit granted by the Maintenance Performer to Lessee in respect of any repairable life-limited Part which has been replaced (with such credit being calculated by reference to the then remaining\nlife of such life-limited Part) and (bb) the aggregate amount previously paid in respect of that Engine by Lessor under this sub-section; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Engine Refurbishment: With respect to any Engine, the performance, in accordance with the Lease, of Engine Refurbishment in respect of that Engine the lesser of (x) the amount as\nshown on that invoice and (y) an amount equal to the aggregate amount of the Engine Supplemental Rent paid under the Lease in respect of that Engine with respect to periods prior to the date such work is completed less the aggregate amount\npreviously paid in respect of that Engine by Lessor under this sub-section; |", "source": "agreement_5.md" }, { "id": "1823", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | APU: With respect to the APU, the performance, in accordance with the Lease, of all shop visits requiring APU removal and disassembly, the lesser of (x) the amount as shown on that\ninvoice and (y) an amount equal to the aggregate amount of the APU Supplemental Rent paid under the Lease with respect to periods prior to the date such work is completed less the aggregate amount previously paid by Lessor under this sub-section;\nand |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | Landing Gear: With respect to the Landing Gear, the performance in accordance with the Lease, of all work on the landing gear in the nature of overhaul and requiring removal and\ndisassembly, the lesser of (x) the amount as shown on that invoice and (y) an amount equal to the aggregate amount of the Landing Gear Supplemental Rent paid under the Lease with respect to periods prior to the date such work is completed less the\naggregate amount previously paid by Lessor under this sub-section. |\n\n  \n\n PROVIDED THAT, Lessor will not be obligated to pay any such contribution: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | in respect of paragraphs (a)-(e) above, and except as provided in the immediately succeeding clause (ii), for damage due to accidents or incidents (whether or not eligible for\nrecovery under Lessee’s insurance), operational or maintenance mishandling or work required by an Airworthiness Directive; nor |", "source": "agreement_5.md" }, { "id": "1824", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | in respect of paragraphs (b) and (c) above, for repairs to the extent arising as a result of FOD or due to accidents or incidents, or operational or \n |\n\n  \n\n\n- 25 -", "source": "agreement_5.md" }, { "id": "1825", "text": "| | |\n| --- | --- |\n|   | \nmaintenance mishandling (except in any such case to the extent that LLP replacement and/or modular restoration work is performed which would otherwise be\neligible for such contribution, such contribution shall be made, but shall be limited, (A) in the case of Engine LLP Replacement, to the lesser of (1) the material cost of the replacement LLP or (2) the amount calculated in accordance with subclause\n(y) of paragraph (b) above with respect to such replacement, and (B) in the case of Engine Refurbishment work, to the lesser of (1) the actual cost or (2) the amount calculated in accordance with subclause (y) of paragraph (c) above with respect to\nsuch Engine Refurbishment work, with such amount thereof being apportioned on a modular basis as follows: 47% to the high turbine pressure module, 23% to the high pressure compressor module, 17% to the low pressure turbine and 13% to the fan booster\nmodule, and provided further that the workscope for the particular module receives a full restoration workscope), the cost of the removal, installation, maintenance and repair of QEC (Quick Engine Change Kits) and/or any replacement of parts not\nrequired under the Lessee’s Maintenance Program to be replaced as part of the maintenance described in sections (a) through (e) above, as the case may be. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 7.3 | **Confidentiality** |", "source": "agreement_5.md" }, { "id": "1826", "text": "| | |\n| --- | --- |\n| 7.3 | **Confidentiality** |\n\n  \n\n From time to time Lessee or its Affiliates may provide to Lessor oral and written information (including, without limitation, financial information,\nprojections, cost and expense data and other information) which may be non-public or confidential in nature concerning Lessee or its Affiliates. Such information, together with any analyses, compilations, studies, notes or other materials prepared\nby Lessor or Owner, or by any of the agents, employees or representatives of either Lessor, Owner or Lessee is hereinafter referred to as the “Confidential Information.” (For purposes of this Section 7.3, the terms “agents”,\n“employees” and “representatives” include, without limitation, directors, officers, partners and Affiliates, and financial, legal and other advisors.) Any such Confidential Information is understood and agreed to be provided to\nLessor or Owner in confidence and in accordance with the following terms and conditions: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Confidential Information may be provided to Lessor solely for the purpose of enabling and assisting Lessor to evaluate Lessee’s performance of its obligations under the Lease.\n |", "source": "agreement_5.md" }, { "id": "1827", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Lessor agrees that the Confidential Information shall be kept confidential by Lessor and Owner and shall not, without Lessee’s prior written consent or as expressly otherwise\nprovided herein, be disclosed by Lessor or any of its agents, employees or representatives, in any manner whatsoever, in whole or in part, and shall not be used by Lessor, Owner or any of their agents, employees or representatives, other than for\nthe purpose described in subclause (a) above and in accordance with the terms of this Section 7.3. Lessor agrees to transmit the Confidential Information only to those of its agents, employees and representatives who need to know the Confidential\nInformation for such purpose and who are informed by Lessor of the Confidential nature of the Confidential Information and the terms of this Section 7.3. |\n\n  \n\n\n- 26 -", "source": "agreement_5.md" }, { "id": "1828", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessor’s confidentiality obligations under this Section 7.3 shall not apply to any of the Confidential Information which falls within any of the following at the time of the\ndisclosure thereof by Lessor, Owner or any of their agents, employees or representatives: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Confidential Information which has come within the public domain through no fault of or action by Lessor or any of its agents, employees or representatives; or\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | Confidential Information which is in Lessor’s possession prior to the date provided by Lessee to Lessor or is obtained by Lessor from any third party (for this purpose a\n“third party” shall not include Lessee or any of its agents, affiliates, employees or representatives of any of the foregoing), provided that such Confidential Information was obtained by or provided to Lessor lawfully and not in violation\nof any contractual, fiduciary or legal obligation of any person or entity to Lessee or its Affiliates; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | Confidential Information which is disclosed by Lessee to a third party without an undertaking or duty of confidentiality by the third party; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | Confidential Information independently developed by Lessor or any of its Affiliates or such Affiliates’ officers, agents, employees or representatives.\n |", "source": "agreement_5.md" }, { "id": "1829", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | Lessor shall have the right to disclose Confidential Information which Lessor is required to disclose by court order or pursuant to the published rules and regulations of a\ngovernmental agency or body, in either case having jurisdiction over Lessor, to the extent so required by such court order or the published rules and regulations of such governmental agency or body; provided, however, that prior to any such\ndisclosure Lessor shall notify Lessee promptly in writing of any order, request or intention by Lessor to make such disclosure and of the facts and circumstances surrounding such order, request or intention so that Lessee may seek an appropriate\nprotective order or otherwise take action to prevent such disclosure. |\n\n  \n\n Lessor acknowledges that inasmuch as the damages that could be incurred by Lessee in connection with any unauthorized disclosure of Confidential Information may be difficult or impossible to prove, Lessee shall be\nentitle to enjoin any breach by Lessor of its obligations under this Section 7.3. \n\n  \n\n Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein,\nas they relate to the Lease (the “Transaction”), shall not apply to the US Federal tax structure or US Federal tax \n\n\n  \n\n\n- 27 -", "source": "agreement_5.md" }, { "id": "1830", "text": "treatment of the Transaction, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons,\nwithout limitation of any kind, the US Federal tax structure and US Federal tax treatment of the Transaction. The preceding sentence is intended to cause the Transaction to be treated as not having been offered under conditions of confidentiality\nfor purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended, and shall be construed in a manner consistent with such purpose. In\naddition, each party hereto acknowledges that it has no proprietary or exclusive rights to the US Federal tax structure of the Transaction or any US Federal tax matter or US Federal tax idea related to the Transaction. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8. | LESSEE’S COVENANTS |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.1 | **Duration** |\n\n  \n\n Lessee shall perform and comply with its undertakings and covenants in the Lease at all times during the Term. All such undertakings and covenants shall,\nexcept where expressly otherwise stated, be performed at the expense of Lessee. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.2 | **Information** |\n\n  \n\n Lessee will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | provide Lessor with a Technical Report for the Aircraft within seven (7) days after the end of each calendar month throughout the Term; |", "source": "agreement_5.md" }, { "id": "1831", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | provide Lessor with, or electronic access to, the Financial Information; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | promptly after the occurrence thereof (and in any event within seven (7) days thereof), notify Lessor of any Event of Loss or of any event which Lessee (acting reasonably and in\ngood faith) believes is likely to result in an insurance claim in excess of the Damage Notification Threshold and, upon Lessor’s reasonable request, details of any negotiations with insurers or insurance brokers relating to such claim;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | promptly after the occurrence thereof, notify Lessor of any Event of Default which has not been cured and, on Lessor’s request, provide (not more frequently than annually) a\ncertificate of its chief financial officer that there is no Event of Default under the Lease or the Transaction Agreements or if any such Event of Default, shall exist, specifying the same; |", "source": "agreement_5.md" }, { "id": "1832", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | provide Lessor, upon request, with evidence that all Taxes (other than Taxes subject to Section 5.7(c)) and charges that are due and payable and were incurred by Lessee in\nconnection with the Aircraft, its location and its operations, including those invoiced by airports and air traffic control authorities, have been paid in full (or are being contested in good faith by appropriate proceedings in respect of which\nadequate reserves have been provided by Lessee and non-payment of which does not give rise to any risk of the Aircraft or any interest therein being sold, forfeited or otherwise lost or of criminal liability on the part of Lessor or Owner);\n |\n\n  \n\n\n- 28 -", "source": "agreement_5.md" }, { "id": "1833", "text": "| | | |\n| --- | --- | --- |\n|   | (f) | provide Lessor with such other information concerning the location, condition, use and operation of the Aircraft or concerning the business or financial affairs of Lessee, as Lessor\nmay from time to time reasonably request; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | give Lessor not less than sixty (60) days prior written notice as to the time and location of all Major Checks; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (h) | notify Lessor, promptly, of the removal of any Engine for the purpose of Engine Refurbishment. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.3 | **Lawful and Safe Operation** |\n\n  \n\n Lessee will operate the Aircraft for commercial purposes from the Delivery Date until the Return Occasion from a base within the Habitual Base or from\nsuch other base outside the State of Registry pursuant to a sub-lease or a wet-lease complying with Section 8.4(a), provided always that Lessee must not use or operate Aircraft or suffer or permit the Aircraft to be used or operated:", "source": "agreement_5.md" }, { "id": "1834", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | (i) in violation of any applicable Regulations except to the extent that (x) such Regulations are being contested in good faith (but excluding any Regulation, such as a mandatory\ngrounding order, the good faith contest of which does not permit Lessee to operate the Aircraft during such contest); provided, however, that no contest of a Regulation shall be allowed if such contest might subject Lessor to criminal\nsanctions or a material risk of sale, loss or forfeiture of the Aircraft, Airframe, an Engine or Lessor’s interest in any of the foregoing; or (y) such violation is unanticipated, minor and non-recurring; (ii) in a manner causing Lessor, Owner,\nany Financing Party or GECAS to be in violation of any applicable Regulations; or (iii) in any manner whatsoever which Lessee is aware may render the Aircraft liable to a material risk of condemnation, destruction, seizure or confiscation by any\nPerson; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | for any purpose for which the Aircraft was not designed or is not reasonably suitable; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | to carry cargo which could reasonably be expected to damage the Aircraft; |", "source": "agreement_5.md" }, { "id": "1835", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | in any circumstances or place where the Aircraft is not covered by the Insurance unless operated or used under contract with the government of the United States under which contract\nsuch government assumes liability for the same risks in at least the same amounts and same terms as would be covered by such Insurance; provided that the failure of Lessee to comply with this Section 8.3(d) will not result in an Event of Default if\nsuch failure is attributable to unexpected circumstances not within Lessee’s control and not in the ordinary course of the regular operations of Lessee, so long as Lessee diligently and in good faith proceeds to remove the Aircraft from such\ncircumstances or area; or |\n\n  \n\n\n- 29 -", "source": "agreement_5.md" }, { "id": "1836", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | for purposes of training, qualifying or re-confirming the status of cockpit personnel except for the benefit of Lessee’s or a Permitted Sub-Lessee’s cockpit personnel, and\nthen only if the use of the Aircraft for such purpose is not disproportionate to the use for such purpose of other aircraft of the same type operated by Lessee or any Permitted Sub-Lessee, as the case may be. |\n\n  \n\n For the avoidance of doubt, Lessee acknowledges and agrees that (i) Lessee\nis solely responsible for the determination and implementation of all security measures and systems necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against (a) theft, vandalism, hijacking,\ndestruction, bombing, terrorism or similar acts, directly or indirectly affecting in any way the Aircraft or any part thereof, or any persons who (whether or not on board the Aircraft) may sustain any injury or damage as a result of any such acts,\n(b) the use of the Aircraft for the purpose of destruction, bombing, terrorism or similar acts, and (c) the taking, theft or use of any products, chemicals, goods, or materials of any kind, form, or nature located on board the Aircraft or being\ntransported via the Aircraft, (ii) Lessor shall have absolutely no responsibility therefor, and (iii) Lessee, being in sole operational control of the Aircraft and being in the business of operating commercial aircraft, is uniquely in a position to\nidentify and implement those security measures as are necessary to comply with all applicable Regulations, and as are otherwise appropriate and that in doing so, Lessee has not relied upon, and shall not rely upon, any statement, act, or omission of\nLessor.", "source": "agreement_5.md" }, { "id": "1837", "text": "| | |\n| --- | --- |\n| 8.4 | **Subleasing** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | AT NO TIME PRIOR TO THE RETURN OCCASION WILL LESSEE SUB-LEASE, WET-LEASE OR OTHERWISE GIVE POSSESSION OR CONTROL OF THE AIRCRAFT, ANY ENGINE OR PART TO, OR OTHERWISE PERMIT THE\nAIRCRAFT, ANY ENGINE OR PART TO BE IN THE POSSESSION OR CONTROL OF, ANY OTHER PERSON EXCEPT: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | when the prior written consent of Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) has been obtained; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | where the Aircraft, Engine or Part is delivered to a manufacturer or maintenance facility for work to be done on it as required or permitted under the Lease; or\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | to a Permitted Sub-Lessee, pursuant to a Permitted Sub-Lease and provided that no Significant Default or Event of Default shall have occurred and be continuing at the commencement\nof such sub-lease; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | provided that no Significant Default or Event of Default has occurred and is continuing, on a wet-lease which complies with Section 8.4(c); or |", "source": "agreement_5.md" }, { "id": "1838", "text": "| | | |\n| --- | --- | --- |\n|   | (v) | with respect to an Engine or Part, as permitted under Section 8.11; or |\n\n  \n\n\n- 30 -", "source": "agreement_5.md" }, { "id": "1839", "text": "| | | |\n| --- | --- | --- |\n|   | (vi) | to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program established pursuant to 10 U.S.C. 9411-13.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | If Lessee intends to sub-lease the Aircraft to a Permitted Sub-Lessee, each of the following conditions shall be required to be satisfied in relation to any Permitted Sub-Lease\nprior to any sub-leasing pursuant to this Section: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Notification: at least 30 days prior to entering into any Permitted Sub-Lease, Lessee shall give Lessor written notice, specifying the identity of the Permitted Sub-Lessee, the term\nof the Permitted Sub-Lease, the delivery date under the Permitted Sub-Lease and the habitual base of the Permitted Sub-Lessee and at least ten (10) Business Days prior to the effective date of the Permitted Sub-Lease, Lessee shall have provided\nLessor with a copy of such Permitted Sub-Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | Term: the term of the Permitted Sub-Lease shall not be capable of extending beyond the Scheduled Expiry Date or Early Termination Date, as applicable; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | Form: a Permitted Sub-Lease shall: |", "source": "agreement_5.md" }, { "id": "1840", "text": "| | | |\n| --- | --- | --- |\n|   | (A) | not contain provisions inconsistent with the provisions of the Lease (but may impose additional or more stringent obligations on any Permitted Sub-Lessee than are imposed on Lessee\nunder the Lease), including but not limited to, the maintenance, insurance and operational provisions contained herein; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | provide that no further subleases of the Aircraft by such Permitted Sub-Lessee are permitted; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (C) | include provisions substantially identical to or having substantially the same effect as the provisions hereof in respect to Aircraft maintenance and operational matters or\nprovisions which, when combined with the obligations in respect of Aircraft maintenance and operational matters that Lessee is to continue to perform, are substantially identical hereto or have substantially the same effect as the provisions hereof\n(but the Permitted Sub-Lease may impose additional or more stringent obligations on any Permitted Sub-Lessee than are imposed on Lessee under the Lease); |", "source": "agreement_5.md" }, { "id": "1841", "text": "| | | |\n| --- | --- | --- |\n|   | (iv) | Subordination and Assignment: the Permitted Sub-Lease shall provide that the Permitted Sub-Lease is subject and subordinate to the Lease in all respects, that the\nrights of possession and use created thereunder will terminate immediately upon termination or cancellation of the Lease, and that the Permitted Sub-Lessee shall redeliver the Aircraft to Lessor upon notification of any such Lease termination or\ncancellation. Prior to delivery of the Aircraft to the Permitted Sub-Lessee, Lessee shall deliver to Lessor the chattel paper original of such Permitted Sub-Lease. The Permitted Sub-Lease \n |\n\n  \n\n\n- 31 -", "source": "agreement_5.md" }, { "id": "1842", "text": "| | | |\n| --- | --- | --- |\n|   |    | shall be assigned, as security, to Lessor for Lessee’s obligations under the Lease, pursuant to an agreement reasonably acceptable to Lessor and Lessee (the “Sub-Lease\nAssignment”) (and, if applicable, Lessor’s interest in such Sub-Lease Assignment may be reassigned, as security, to Owner and/or the Financing Parties’ Representative); provided, that any such Sub-Lease Assignment shall require direct\npayment of rent under such Permitted Sub-Lease at any time when a Significant Default or an Event of Default shall have occurred and be continuing hereunder, but not otherwise; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | Quiet Enjoyment: the Permitted Sub-Lease may provide that the Permitted Sub-Lessee shall have the right to quiet enjoyment of the Aircraft for so long as no Event of Default has\noccurred under the Lease (which Lessor and Owner will confirm by providing to the Permitted Sub-Lessee a letter of quiet enjoyment to the extent set forth in Section 7.1); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vi) | Obligations of Lessee: Lessee shall remain primarily liable under the Lease for the performance and observance of all its obligations to the same extent as if no Permitted Sub-Lease\nhad been entered into. To the extent that the Permitted Sub-Lessee properly performs an obligation under the Permitted Sub-Lease, Lessor agrees that such performance shall also be regarded as discharging (to such extent) Lessee’s corresponding\nobligation; |", "source": "agreement_5.md" }, { "id": "1843", "text": "| | | |\n| --- | --- | --- |\n|   | (vii) | Insurance: all insurance requirements herein shall be complied with either by Lessee or by the Permitted Sub-Lessee or collectively by Lessee and the Permitted Sub-Lessee as if\nreferences in the insurance provisions of the Lease to “Lessee” were references to “the Permitted Sub-Lessee”, and Lessee shall provide or cause the Permitted Sub-Lessee to provide the insurance certificate and brokers’\nletter of undertaking referred to in Section 9.3(c) at least five (5) Business Days prior to the commencement of the Permitted Sub-Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (viii) | Registration: there shall be no change in the registration of the Aircraft from its State of Registry; |", "source": "agreement_5.md" }, { "id": "1844", "text": "| | | |\n| --- | --- | --- |\n|   | (ix) | Repossession or Political Risk Insurance: if reasonably required by Lessor or if reasonably required of Lessor by Owner or the Financing Parties’ Representative, repossession\nor political risk insurance, as the case may be, shall be obtained by Lessor at Lessee’s cost, provided that repossession or political risk insurance, as the case may be, will not be required if the Habitual Base and the State of Registry are\nnot being changed or if the proposed new Habitual Base and the State of Registry are both within states which are now members of the European Union, the United States or Canada. If repossession or political risk insurance is required, the Permitted\nSub-Lease must provide that, if any such repossession or political risk insurance, as the case may be, cannot be obtained or renewed, a termination event will occur pursuant to which the Permitted Sub-Lease will terminate upon notice by Lessor to\nLessee or the Permitted Sub-Lessee of an inability to procure repossession or political risk insurance, as the case may be; |\n\n  \n\n\n- 32 -", "source": "agreement_5.md" }, { "id": "1845", "text": "| | | |\n| --- | --- | --- |\n|   | (x) | Legal Opinions: prior to delivery of the Aircraft under the Permitted Sub-Lease, Lessee shall provide to Lessor the following legal opinions (at Lessee’s or Permitted\nSub-Lessee’s expense) addressed to Lessor, Owner and the Financing Parties’ Representative from counsel reasonably acceptable to Lessor; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | a legal opinion in relation to the Permitted Sub-Lease in form and substance reasonably satisfactory to Lessor, and containing such other matters set out in Schedule 8-A requested\nby, Lessor and confirming further that each of the Subordination Acknowledgement, the Permitted Sub-Lease and the Sub-Lease Assignment is valid, binding and (except as limited by any equitable principles and applicable bankruptcy, insolvency,\nreorganization, moratorium or similar Laws affecting creditors’ or lessors’ rights generally) enforceable against Permitted Sub-Lessee and, in the case of the Sub-Lease Assignment, properly perfected as against Lessee;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | if the Habitual Base is not in the United States, one or more legal opinions in a form and from counsel reasonably acceptable to Lessor to the effect, inter alia, that\nLessor’s, Owner’s and Financing Parties’ Representative’s interests in the Aircraft will be recognized under the Laws of such country or countries (provided, however, that any incremental cost of such opinion or opinions fairly\nattributable to addressing the interests of the Financing Parties’ Representative shall be at Lessor’s expense); and |", "source": "agreement_5.md" }, { "id": "1846", "text": "| | | |\n| --- | --- | --- |\n|   | (C) | such opinions as may be reasonably required under the Financing Documents (provided, however, that any incremental cost fairly attributable to rendering such opinions shall be at\nLessor’s expense); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xi) | Filings: Lessee shall co-operate with Lessor (at no cost to Lessor) in connection with the execution and filing of any documents reasonably required by Lessor to be executed and\nfiled from time to time with any registry or authority in the Habitual Base, the State of Registry and State of Incorporation (of each of Lessee and the Permitted Sub-Lessee) in order to protect the interests of Lessor, Owner and Financing\nParties’ Representative in and to the Aircraft, the Lease or the Permitted Sub-Lease and/or to ensure the validity, enforcement or perfection thereof; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xii) | Expenses: Lessee will pay or will cause to be paid to Lessor on demand the out-of-pocket expenses (including legal, survey and other costs) reasonably incurred by Lessor or Owner,\nas applicable, in connection with the review of the documentation required pursuant to this Section; |\n\n  \n\n\n- 33 -", "source": "agreement_5.md" }, { "id": "1847", "text": "| | | |\n| --- | --- | --- |\n|   | (xiii) | Permitted Sub-Lease: Promptly after its execution, Lessee shall provide Lessor with a copy of the signed Permitted Sub-Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xiv) | Acknowledgement by Guarantor: If a Guarantee is required under the Aircraft Lease Agreement, Lessee shall provide to Lessor prior to delivery of the Aircraft under the Permitted\nSub-Lease an acknowledgement by Guarantor of the Permitted Sub-Lease and confirmation that the Guarantee will remain in full force and effect during the term of such Permitted Sub-Lease; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xv) | Financing Restrictions and Requirements: If Lessee requests Lessor’s consent to a sub-lease, it will not be unreasonable for Lessor to decline its consent to such sub-lease, if\nsuch sub-lease would result in a breach by Lessor of the restrictions contained in, or give rise to any unreimbursed liability (whether or not material) or any material liability (whether or not reimbursed), or adversely affect Lessor’s rights\nor obligations or otherwise result in a detriment under, any of the Financing Documents. |", "source": "agreement_5.md" }, { "id": "1848", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Notwithstanding Section 8.4 (a), Lessee shall be permitted to wet lease the Aircraft provided such wet lease constitutes an arrangement whereby Lessee agrees to furnish the Aircraft\nto a third party pursuant to which the Aircraft (i) shall be operated solely by regular employees of Lessee possessing all current certificates and licenses that are required by applicable Regulations, including by the State of Registry, and shall\nremain in the operational control and possession of Lessee, (ii) shall be subject to insurance coverage as provided for in the Lease, (iii) shall be used and operated in accordance with the Lease and shall be maintained or caused to be maintained by\nLessee in accordance with Lessee’s Maintenance Program and Lessee’s normal maintenance practices, and (iv) shall not be subject to any change in its State of Registry; and provided always that such arrangement is expressly subordinated to\nthe Lease and the rights of Lessor and Owner thereunder and to the Aircraft, and the term of such arrangement shall not extend beyond the Scheduled Expiry Date or Early Termination Date, as applicable. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.5 | **Inspection** |", "source": "agreement_5.md" }, { "id": "1849", "text": "| | |\n| --- | --- |\n| 8.5 | **Inspection** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Lessee will permit Lessor’s or Owner’s representatives (which, for the avoidance of doubt, may include the Financing Parties’ Representative) to inspect the Aircraft\nat any time, subject to the limitations set forth herein. Any such Person will give Lessee reasonable notice of the inspection and will ensure that it does not result in a disruption to Lessee maintenance or operation of the Aircraft. Any inspection\nof the Aircraft hereunder shall be a visual, walk-around inspection that may include going on board the Aircraft and examining the contents of any open panels, bays, or other components of the Aircraft, but shall not include the opening of any\nunopened panels, bays, or disassembly of any other components of the Aircraft. |\n\n  \n\n\n- 34 -", "source": "agreement_5.md" }, { "id": "1850", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | The cost of conducting an inspection shall be borne by Lessor, Owner or the Financing Parties’ Representative, as the case may be, unless an Event of Default has occurred and\nis continuing, in which case the reasonable out-of-pocket cost shall be borne by Lessee. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | No liability or obligation will be incurred by Lessor or Owner by reason of non-exercise by any of them of the inspection rights referred to in this Section. For the avoidance of\ndoubt, any inspection of the Aircraft by Lessor or Owner shall be for such Person’s informational purposes only, and there shall be no inference or implication therefrom that Lessee is in compliance with its obligations under the Lease. Without\nlimiting the generality of the foregoing, it is hereby acknowledged and agreed that Lessee, being in the business of operating commercial aircraft, is uniquely in a position to identify and implement the maintenance and security measures necessary\nto comply with its obligations under the Lease and that in doing so, Lessee has not relied upon, and shall not rely upon, any statement, act, or omission of Lessor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | Lessor is responsible for and will indemnify Lessee against all Losses arising from death or injury to any observer, representative or any employee of Lessor in connection with the\nLessor’s inspection of the Aircraft whether or not such Losses arise out of or are attributable to any act or omission, negligent or otherwise, of Lessee, except to the extent arising from the gross negligence or willful misconduct of Lessee.\n |", "source": "agreement_5.md" }, { "id": "1851", "text": "| | |\n| --- | --- |\n| 8.6 | **Ownership; Property Interests; Related Matters** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Lessee will: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | fix and maintain Nameplates containing the Nameplate Inscription in a prominent position in the cockpit or cabin of the Aircraft and on each Engine; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | in any circumstance where such interests are in question, take reasonable steps to make sure that all relevant Persons know about the existence of the rights or interests of Owner,\nLessor and the Financing Parties’ Representative in the Aircraft (provided, however, that any additional steps required in respect of the Financing Parties’ Representative shall be undertaken at the cost of Lessor); and\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | pay all navigation charges, air traffic control charges, landing charges or other amounts of any nature imposed by any Government Entity with respect to the Lessee, the Aircraft\nand/or the Lease except to the extent that such payment is being contested in good faith by appropriate procedures in respect of which adequate reserves have been provided by Lessee and non-payment of which does not give rise to any material risk of\nthe Aircraft or any interest therein being sold, forfeited or otherwise lost or any risk of criminal liability on the part of Lessor or Owner. |\n\n  \n\n\n- 35 -", "source": "agreement_5.md" }, { "id": "1852", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Lessee will not: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | represent that it is the owner of the Aircraft or that it has an economic interest (equivalent to ownership) in the Aircraft for Tax treatment or other purposes;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | take any action or fail to take any action, other than action required under the Lease (including under Section 7.1) to be taken by Lessor, Affiliates of Lessor, Owner or a\nFinancing Party, if such action or omission may reasonably be expected to result in any material risk of the forfeiture or seizure of the Aircraft or otherwise similarly put Owner’s and/or Lessor’s rights or interests at risk;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | represent to others that Owner, Lessor or any Financing Party is associated with or responsible for the business activities and/or flight operations of Lessee;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | allow the Aircraft or Owner’s or Lessor’s interest in it or the Lease to become or remain subject to any Security Interest (other than a Permitted Lien); or\n |", "source": "agreement_5.md" }, { "id": "1853", "text": "| | | |\n| --- | --- | --- |\n|   | (v) | allow the name of any Person to be placed on the Aircraft or any Engine as a designation that could reasonably be interpreted as a claim of ownership or as a Security Interest;\nprovided that Lessee may place thereon, or allow a Permitted Sub-Lessee to place thereon, its customary livery, colors and insignia. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.7 | **General** |\n\n  \n\n Lessee will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | maintain its business as a commercial scheduled airline, preserve its corporate existence (other than as permitted in Section 8.7(h) below) and maintain all rights, privileges,\nlicenses and franchises material thereto or material to performing its obligations under the Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | not operate, maintain, insure or deal with, or keep records with respect to, the Aircraft in a manner which discriminates against the Aircraft adversely insofar as Lessor’s or\nOwner’s interests are concerned, when compared with the manner in which Lessee operates, maintains, insures or deals with, or keep, records with respect to, similar aircraft, engines or parts in Lessee’s fleet; |", "source": "agreement_5.md" }, { "id": "1854", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | not change (i) the location of its chief executive office from that described in the heading of the Aircraft Lease Agreement, or (ii) its jurisdiction of organization or otherwise\nbe located (as defined in Section 9-307 of the UCC) at any place in the United States other than the location described in the heading of the Aircraft Lease Agreement, except upon thirty (30) days prior written notice thereof to Lessor;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | not liquidate or dissolve; |\n\n  \n\n\n- 36 -", "source": "agreement_5.md" }, { "id": "1855", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | remain a Certificated Air Carrier and maintain its status so as to fall within the purview of Section 1110 of Title 11 of the U.S.C. or any analogous statute;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | remain a “citizen of the United States” as defined in Section 40102(a)(15)(C) of Title 49 of the U.S.C.; |", "source": "agreement_5.md" }, { "id": "1856", "text": "| | | |\n| --- | --- | --- |\n|   | (g) | except as otherwise provided in this Section 8.7(g), if Lessor is a company incorporated in Ireland and Lessee operates the Aircraft to any destination in the European Union, then\nLessee shall promptly provide Lessor with a duly executed and completed VAT Form 60A of the Office of the Revenue Commissioners of Ireland. Lessee shall complete, execute and deliver to Lessor a new Form 60A every two years after delivery of the\ninitial Form 60A. However, if more than 50% of Lessee’s operations occur on international routes, then Lessee shall not be required to deliver to Lessor Form 60A, but shall in lieu thereof, promptly deliver to Lessor, upon Lessor’s\nrequest, a statement that more than 50% of Lessee’s operations occur on international routes. If Lessee’s operations on international routes subsequently become less than 50% of its overall operations, Lessee shall promptly notify Lessor\nand shall at that time provide to Lessor a Form 60A as described above. For purposes of this Section 8.7(g), an international route shall be deemed to be any route that does not both begin and end in the country of the Habitual Base; and\n |", "source": "agreement_5.md" }, { "id": "1857", "text": "| | | |\n| --- | --- | --- |\n|   | (h) | not consolidate with or merge into or with any other corporation or other Person, and not convey, transfer, lease or otherwise dispose of all or substantially all of its property\nand other assets to, or acquire all or substantially all of the property or other assets or capital stock of (if such acquisition is analogous in either purpose or effect to a consolidation or merger of Lessee), any corporation or other Person,\nunless Lessee provides Lessor with prior written notice of such transaction describing such transaction in reasonable detail and providing Lessor with evidence reasonably satisfactory to Lessor demonstrating that such transaction will comply with\nthe following requirements of this Section and unless: |", "source": "agreement_5.md" }, { "id": "1858", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | the Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially\nall of such property and other assets or stock (the “Successor Entity”): (A) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of the property and other\nassets of Lessee (if such assets are being transferred) as an entirety, and shall have a tangible net worth of not less than Lessee’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such transaction\n(provided, however, that if Lessee’s tangible net worth at such time is greater than Lessee’s tangible net worth as at December 31, 2002, then such Person may have a tangible net worth, (determined in accordance with GAAP) that is up to\nten percent (10%) less than Lessee’s net worth immediately prior to such transaction; (B) shall be a “citizen of the United States” of America as defined in Section 40102(a)(15)(C) of Title 49 of the U.S.C. and a Certificated Air\nCarrier; (C) shall make such recordations and filings with any Governmental Entity of the \n |\n\n  \n\n\n- 37 -", "source": "agreement_5.md" }, { "id": "1859", "text": "| | | |\n| --- | --- | --- |\n|   |    | State of Registry as are reasonably necessary to evidence such consolidation, merger, sale, lease, transfer or other disposition and (D) execute and deliver, or cause to be executed\nand delivered, to Lessor an agreement, in form and substance reasonably satisfactory to Lessor which is a legal, valid, binding and enforceable assumption by such Successor Entity of the due and punctual performance and observance of each covenant\nand condition of the Lease and the other related documents to which Lessee is a party, and an officer’s certificate to such effect and to the effect that the other requirements of this Section have been satisfied, and a legal opinion from\ncounsel to such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | no Significant Default or Event of Default shall have occurred and be continuing and no Default shall occur as a result thereof. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.8 | **Records** |\n\n  \n\n Lessee will keep all Aircraft Documents and Records: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | in the English language; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | so they meet the requirements of applicable Regulations (including FAR 91.417) and Lessee’s Maintenance Program. |", "source": "agreement_5.md" }, { "id": "1860", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessor’s or Owner’s representatives (which, for avoidance of doubt, may include the Financing Parties’ Representative) may inspect Aircraft Documents and Records at\nits expense upon reasonable notice to Lessee and make copies of such Aircraft Documents and Records, at Lessor’s expense unless an Event of Default has occurred and is continuing, in which case the reasonable out-of-pocket cost of such\ninspection shall be at Lessee’s expense, so long as such inspection does not interfere with the use, operation or maintenance of the Aircraft and Lessee’s normal operations. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.9 | **Protection** |\n\n  \n\n Lessee will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | take, at its cost and expense, such reasonable and necessary actions as are within Lessee’s control to keep the Aircraft registered with the Air Authority in the name of Owner\nand, where applicable, comply with the Geneva Convention, and will take, at Lessor’s cost and expense, such reasonable additional actions requested by Lessor that are reasonably within Lessee’s control to keep the Aircraft subject to a\nfirst priority Security Interest in favor of the Financing Parties’ Representative; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | make any and all filings required to be made with the Air Authority registry that are reasonably requested by Lessor and within Lessee’s control and take such\nother actions within its control that are necessary or advisable to reflect on the Air Authority registry any change in the ownership of the Aircraft, or in the interests of \n |\n\n  \n\n\n- 38 -", "source": "agreement_5.md" }, { "id": "1861", "text": "| | |\n| --- | --- |\n|   | \nLessor, Owner or the Financing Parties’ Representative in the Lease or the Aircraft, any modification to the Aircraft (such as the permanent replacement\nof any Engine or Part in accordance with the Lease) or as a result of any change in applicable Regulation. Lessor will bear any out-of-pocket costs reasonably incurred as a consequence of Lessee’s compliance with this Section 8.9(b) or with a\nTransfer in accordance with Section 14.2(b), provided, Lessee will bear the costs incurred in complying with this Section 8.9(b) in respect of the replacement of any Engine or Part. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.10 | **Maintenance and Repair** |\n\n  \n\n Lessee will maintain, overhaul and repair the Aircraft, so that: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | the Aircraft is kept in as good operating condition and repair as the condition (ordinary wear and tear excepted) of the Aircraft as at Delivery and after giving effect to any\npost-Delivery modifications, repairs or maintenance paid for or otherwise provided by or on behalf of Lessor; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | the Aircraft has a current certificate of airworthiness (issued by the Air Authority in the appropriate public transport category), other than during periods when the Air Authority\nhas revoked or suspended the certificate of airworthiness for similar aircraft generally; |", "source": "agreement_5.md" }, { "id": "1862", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | the Aircraft complies with all applicable Regulations and the standards stipulated by FAR Part 121 and the requirements of all Airworthiness Directives and all service bulletins\ndesignated by the State of Design or the Air Authority as “mandatory,” and to be carried out before the Return Occasion or within the AD Compliance Period; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | all maintenance is carried out according to (i) Lessee’s Maintenance Program through the Maintenance Performer in at least the same manner and with at least the same care,\nincluding maintenance scheduling, modification status and technical condition, as is the case with respect to similar aircraft owned or otherwise operated by Lessee, (ii) the rules and regulations of the FAA, (iii) the Manufacturer’s type\ndesign, (iv) other regulations or requirements necessary to maintain a valid Certificate of Airworthiness for the Aircraft and meet such requirements at all times during the Term and (v) the regulations and requirements under FAR Part 121. No Major\nMaintenance Program Revision shall be made without providing Lessor with prior written notification of such action. No change will be made of the Maintenance Performer with respect to Major Checks, Engine LLP Replacement, Engine Refurbishment, APU\noverhaul or Landing Gear overhaul without providing Lessor with prior written notification of such action. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.11 | **Removal of Engines and Parts** |", "source": "agreement_5.md" }, { "id": "1863", "text": "| | |\n| --- | --- |\n| 8.11 | **Removal of Engines and Parts** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | General: Lessee must, in accordance with Section 8.11(b), replace (i) within ninety (90) days thereof, any Engine that has suffered an Engine Event of Loss or (ii) within\n |\n\n  \n\n\n- 39 -", "source": "agreement_5.md" }, { "id": "1864", "text": "| | |\n| --- | --- |\n|   | \nthirty (30) days thereof any Part (except in the case of any Part consisting of or constituting a part or any Equipment Change which Lessee is or would be\nentitled to remove pursuant to Section 8.12) that is permanently removed from the Aircraft. Any Part which is lost, stolen, destroyed, seized, obsolete, confiscated, damaged beyond repair or permanently rendered unfit for any reason, must be\nreplaced (except in the case of any Part consisting of or constituting a part or any Equipment Change which Lessee is or would be entitled to remove pursuant to Section 8.12) in accordance with Section 8.11(b). Lessee may remove or cause to be\nremoved in the ordinary course of maintenance, service, repair, overhaul, or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use; provided that\n(except in the case of any Part consisting of or constituting a part or any Equipment Change which Lessee is or would be entitled to remove pursuant to Section 8.12) Lessee shall replace such Parts in accordance with Section 8.11(b). Any Engine or\nPart may be installed on another aircraft that Lessee owns or leases in accordance with Section 8.11(c). Lessee may temporarily install an engine or part on the Aircraft in accordance with Section 8.11(d). Lessee shall obtain from any person to whom\npossession of an Engine is given, and from the lessor of any airframe on which an Engine is installed and from any holder of a Security Interest in any airframe on which an Engine is installed, an agreement in writing (which agreement, in the case", "source": "agreement_5.md" }, { "id": "1865", "text": "of a lease or Security Interest, may be contained in the applicable lease or Security Interest agreement covering such airframe) that such Person will respect the interests of Owner and Lessor as owner and lessor, respectively, and of the Financing\nParties’ Representative, in such Engine and will not acquire or claim any rights, title or interest in such Engine as a result of such Engine being installed on such other airframe at any time while such Engine is subject to the Lease. In the\nevent Lessee shall have received from a lessor of or secured party holding a Security Interest in any airframe leased to Lessee or owned by Lessee a written agreement pursuant to the foregoing sentence and the lease or Security Interest covering\nsuch airframe also covers an engine or engines owned by the lessor under such lease or subject to such Security Interest in favor of the secured party under such Security Interest, Lessor hereby agrees for the benefit of such lessor or secured party\nthat Lessor will respect the interest of such lessor or secured party in such engine or engines and will not acquire or claim as against such lessor or secured party, any rights, title or interest in any such engine or engines as a result of such\nengine being installed on the Airframe at any time while such engine is subject to such lease or Security Interest and owned by such lessor or subject to a Security Interest in favor of such secured party. Lessee will ensure that any Engine or Part\nnot installed on the Aircraft (or an aircraft permitted by Section 8.11(c)) is properly and safely stored and insured and kept free of Security Interests (other than Permitted Liens). |", "source": "agreement_5.md" }, { "id": "1866", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Permanent Replacement: If Lessee permanently replaces an Engine or Part: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | in the case of an Engine, the Replacement Engine must comply with any additional requirements set forth in the Aircraft Lease Agreement, must be of the same\nmanufacturer and model, or at Lessee’s option an engine of an improved model, and have equivalent or better remaining useful life and \n |\n\n  \n\n\n- 40 -", "source": "agreement_5.md" }, { "id": "1867", "text": "| | | |\n| --- | --- | --- |\n|   |    | modification status as the Engine it replaces, otherwise be of an equivalent or better value and utility, be suitable for installation and use on the Airframe without impairing the\nvalue or utility of the Airframe and be compatible with the remaining installed Engine(s); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | in the case of a Part, the replacement Part must be an OEM approved Part, be in as good operating condition, must not have been damaged in any “accident” or\n“incident” within the meaning of 49 CFR §830.2 (as in force and effect on the date hereof), must not have been installed on an aircraft registered on a military aircraft register must be of the same or a more advanced make and model\nand of the same interchangeable modification status as the Part it is replacing and otherwise be of an equivalent or better value and utility as the Part it is replacing (provided, however, that no Default shall be deemed to have occurred in respect\nof Lessee’s installation of a replacement Part that was damaged in any such accident or incident or previously installed on an aircraft registered on a military aircraft register so long as (A) at the time of installation Lessee did not\nactually know and in the exercise of ordinary care should not have known of such history, and (B) promptly (and in any event within thirty (30) days) following the earlier of discovery by Lessee of such history or demand by Lessor, Lessee removes\nsuch Part and replaces it with a complying Part); |", "source": "agreement_5.md" }, { "id": "1868", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | the Replacement Engine or replacement Part must have become in accordance with Section 8.13 below and remain, until replaced in accordance with this Section, the property of Owner\nfree from Security Interests (other than Permitted Liens); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | Lessee must have full details of the source and maintenance records of the Replacement Engine or replacement Part and in the case of serialized rotable parts, also have a complete\nservice history. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Other Aircraft: An Engine or Part may be installed on an aircraft which Lessee owns or leases if: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | no Event of Default has occurred and is continuing; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | Lessee or a Permitted Sub-Lessee that is a Certified Air Carrier has operational control over such aircraft; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | Owner keeps the ownership of the Engine or Part concerned until replaced, if at all, in accordance with Section 8.11(b); |", "source": "agreement_5.md" }, { "id": "1869", "text": "| | | |\n| --- | --- | --- |\n|   | (iv) | the Engine or Part does not become subject to a Security Interest and the applicable airframe is not subject to any Security Interest except, in each case, a Permitted Lien or a\nlease or Security Interest described in Section 8.11(a) above; and |\n\n  \n\n\n- 41 -", "source": "agreement_5.md" }, { "id": "1870", "text": "| | | |\n| --- | --- | --- |\n|   | (v) | the Engine or Part is removed from any such aircraft not later than the Expiry Date; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | Temporary Replacement: Lessee may install any engine or part on the Aircraft as a temporary replacement if: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | no Event of Default has occurred and is continuing; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | there is not available an engine or part complying with the requirements of the Lease for a Replacement Engine or Part; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | the Aircraft would otherwise have to be grounded until such time as an engine or part complying with the requirements of the Lease for a Replacement Engine or Part becomes available\nfor installation; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | in the case of a part, as soon as practicable, but in any case before the earlier of sixty (60) days after such temporary replacement or the Expiry Date, and in the case of an\nengine, prior to the Expiry Date, Lessee removes that engine or part and replaces it with the original Engine or Part (or by an engine or part which is allowed by Section 8.11(b)); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | the Insurance for the Aircraft is not adversely affected. |", "source": "agreement_5.md" }, { "id": "1871", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | Pooling/Interchange: Lessee shall not subject any Engine to any pooling, interchange, lease or similar arrangement unless Lessee obtains Lessor’s prior written consent thereof,\nwhich consent shall not be unreasonably withheld or delayed. Lessee may, without Lessor’s prior consent, subject Parts to a normal pooling arrangement customary in the airline industry and entered into in the ordinary course of Lessee’s\nbusiness with a Certificated Air Carrier (“Qualified Part Pooling Arrangement”); provided, that (i) any Part removed in connection with such Qualified Part Pooling Arrangement shall be replaced in accordance with 8.11(b) above as\npromptly as practicable after the removal of such Part, but in no event later than thirty (30) days after removal, and (ii) notwithstanding 8.11(b)(iii) above, any replacement part installed on the Aircraft in connection with a Qualified Part\nPooling Arrangement may at the time of installation be owned by a Certificated Air Carrier participating in such Qualified Part Pooling Arrangement; provided that Lessee, at its expense, as promptly thereafter as practicable but in no event\nlater than thirty (30) days after installation, either (x) causes title to such replacement part to vest in Lessor in accordance with 8.11(b)(iii) above, or (y) removes such replacement part and installs another replacement part meeting the\nrequirements of 8.11(b)(iii) above. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.12 | **Equipment Changes** |\n\n  \n\n Lessee will not make any modification or addition to the Aircraft (each an “Equipment Change”), except for an Equipment Change which:", "source": "agreement_5.md" }, { "id": "1872", "text": "Lessee will not make any modification or addition to the Aircraft (each an “Equipment Change”), except for an Equipment Change which:\n\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | is expressly permitted or required by the Lease; or |\n\n  \n\n\n- 42 -", "source": "agreement_5.md" }, { "id": "1873", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | does not change the configuration of the Aircraft from a passenger configuration or diminish in any material respect the condition, utility, airworthiness or value of the Aircraft.\n |\n\n  \n\n So long as no Significant Default or Event of\nDefault has occurred and is continuing, Lessee may, to the extent permitted by any Regulation, remove or reverse any Equipment Change provided that the Equipment Change is not required pursuant to the terms of the Lease or to maintain the Insurance\nand removal or reversal does not diminish in any material respect the value, utility, airworthiness or condition of the Aircraft assuming that such Equipment Change was not made and that the Aircraft has been maintained in accordance with the Lease.\nFurthermore, Lessor may require Lessee to remove or reverse any Equipment Change on the Expiry Date and to restore the Aircraft to its condition prior to that Equipment Change. Any Equipment Change not so removed or reversed becomes the property of\nLessor or Owner, as the case may be, at the Expiry Date. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8.13 | **Title** |", "source": "agreement_5.md" }, { "id": "1874", "text": "Title to all Parts at any time removed from the Aircraft shall remain vested in Lessor, no matter where located, until such time as such Parts shall be\nreplaced permanently by parts which have been incorporated or installed in or attached to the Aircraft and which meet the requirement for replacement Parts specified above. Immediately upon any replacement Part’s becoming incorporated in the\nAircraft, without further act (i) title to the replaced Part shall thereupon vest in Lessee free and clear of all rights of Lessor and Lessor Liens, and shall no longer be deemed a Part under the Lease, (ii) title to the replacement Part shall\nthereupon vest in Lessor, free and clear of all Security Interests (except Lessor Liens) and (iii) such replacement Part shall become subject to the Lease and be deemed a part of the Aircraft for all purposes to the same extent as the Parts\noriginally incorporated or installed in or attached to the Aircraft at Delivery. In the case of any replacement of an Engine, Lessee will provide a properly executed bill of sale or similar instrument to evidence the vesting of good and valid title,\nfree and clear of any Security Interest (except Lessor Liens), to any such Replacement Engine or other equipment in Owner. After Lessee has permanently replaced an Engine in accordance with Section 8.11(b) and this Section 8.13, Lessor will, or will\nprocure that Owner will, without recourse or warranty (except as to the absence of Lessor Liens), transfer to Lessee or will procure that Owner will transfer to Lessee all of Lessor’s or Owner’s, as the case may be, right, title and\ninterest in and to the Engine that has been replaced, on an AS IS, WHERE IS basis, and will at Lessee’s expense provide or will procure that Owner provides a bill of sale or similar instrument in form and substance as Lessee may reasonably", "source": "agreement_5.md" }, { "id": "1875", "text": "request to evidence such transfer. Lessee shall indemnify Lessor, Owner and each other Tax Indemnitee for such out-of-pocket fees and expenses as are reasonably incurred by Lessor, Owner or such other Tax Indemnitee in connection with any such\ntransfer.", "source": "agreement_5.md" }, { "id": "1876", "text": "- 43 -", "source": "agreement_5.md" }, { "id": "1877", "text": "| | |\n| --- | --- |\n| 9. | INSURANCE |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.1 | **Insurance** |\n\n  \n\n Lessee will maintain or cause to be maintained the Insurance in full force during the Term, and thereafter as expressly required in the Lease, which shall\nbe in line with customary industry practice for comparable operators and shall be through such brokers and with such insurers of recognized repute and as customarily participate in the major national and/or international aviation insurance markets\n(including the FAA pursuant to Chapter 443 of Title 49 of the United States Code as in effect on the date hereof) and having such deductibles and subject to such exclusions as shall be customarily maintained by other United States air carriers\nsimilarly situated with Lessee. The Insurance, including the deductibles, shall in any event meet the requirements (including the relevant agreed amounts) set forth in Schedule 7. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.2 | **[Intentionally Omitted]** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.3 | **Insurance Undertakings and Information** |\n\n  \n\n Lessee will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | comply with the terms and conditions of each policy of the Insurance and not do, consent or agree to any act or omission which: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | invalidates or may reasonably be expected to invalidate the Insurance; or |", "source": "agreement_5.md" }, { "id": "1878", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | renders or may reasonably be expected to render void or voidable the whole or any part of any of the Insurance; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | would reasonably be expected to bring any particular liability within the scope of an exclusion or exception to the Insurance; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | not take out without the prior written approval of Lessor (which approval, in the case of an increase in the hull values under hull insurance shall not be unreasonably withheld) any\ninsurance or reinsurance in respect of the Aircraft other than that which is required under the Lease unless relating solely to hull total loss, business interruption, profit commission, deductible risk, increased limits under liability insurance\nand increased hull values under hull insurance in an amount not greater than ten percent (10%) of the Agreed Value and which does not in any event adversely affect the Insurance required to be maintained under the Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | commence renewal procedures at least thirty (30) days prior to expiry of any of the Insurance and provide to Lessor on or before each renewal date certificates of insurance (and\nwhere appropriate certificates of reinsurance), and broker’s (and any reinsurance broker’s) letter of undertaking in a form acceptable to Lessor (acting reasonably) in English, detailing the coverage and confirming the insurers’ (and\nany reinsurers’) agreement to the specified insurance requirements of the Lease and opining that the Insurance complies with the requirements of the Lease; and |\n\n  \n\n\n- 44 -", "source": "agreement_5.md" }, { "id": "1879", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | subject to any applicable confidentiality undertaking entered into in the ordinary course of business (and not in contemplation of the Lease), provide any other insurance and\nreinsurance related information, or cooperate with any reasonable request made by Lessor (to the extent such cooperation either does not require Lessee to incur any out-of-pocket costs, or Lessor agrees to reimburse Lessee for any out-of-pocket\ncosts that would be incurred) in respect of the Insurance as Lessor may reasonably require. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.4 | **Failure to Insure** |\n\n  \n\n If Lessee fails to maintain or fails to cause to be maintained any of the Insurance in compliance with the Lease, Lessor, after consultation with Lessee,\nwill be entitled but not bound (without prejudice to any other rights of Lessor under the Lease): \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | to pay the premiums due or to effect and maintain replacement insurance reasonably satisfactory to it or otherwise remedy Lessee’s failure in such manner (including, without\nlimitation to effect and maintain an “owner’s interest” policy) as, acting reasonably and in good faith, it considers appropriate. Such sums as may reasonably be so expended by it will become immediately due and payable by Lessee to\nLessor together with interest thereon at the Interest Rate, from the date of expenditure by it up to the date of reimbursement by Lessee; and |", "source": "agreement_5.md" }, { "id": "1880", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | at any time while such failure is continuing to require the Aircraft to remain at any airport or to proceed to and remain at any airport designated by it until the failure is\nremedied. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9.5 | **Continuing Insurance** |\n\n  \n\n Lessee shall effect and maintain liability insurance for two (2) years after the earlier of (i) the transfer of Lessor’s interest pursuant to Section\n14.2(b) and (ii) the Expiry Date, in each case with respect to its liability under the indemnity in Section 10 (insofar as such liability is or would be covered by the liability insurance required to be maintained pursuant to Section 1.3 of Schedule\n7), and such insurance shall name each Indemnitee as an additional insured. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10. | INDEMNITY |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.1 | **General** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Except as provided in Sections 10.1(b) and (c) below, Lessee agrees to assume liability and pay for and to indemnify each of the Indemnitees against and agrees to pay on demand any\nand all Losses which an Indemnitee may suffer or incur at any time, whether directly or indirectly, arising out of, related to or in any way connected with: |\n\n  \n\n\n- 45 -", "source": "agreement_5.md" }, { "id": "1881", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | the ownership, maintenance, repair, possession, sale or other transfer of ownership or possession, import, export, registration, storage, modification, leasing (including\nsub-leasing), insurance, inspection, testing, design, use, operation, condition, Security Interests (other than Lessor Liens) or other matters relating to the Aircraft, any Engine or Part or the Lease (regardless of whether in the air or on the\nground, and regardless of whether such Losses are based on strict liability in tort, any act or omission, including the negligence, of any Indemnitee, or otherwise); or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | any breach by Lessee of any of its obligations under the Lease; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | the design, testing or use of any article or material in the Aircraft, any Engine or any Part or its operation, including any defect in design and regardless of whether it is\ndiscoverable, and any infringement of patent, copyright, trademark, design or other proprietary right claimed by any Person or a breach of any obligation of confidentiality claimed to be owed to any Person. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | For the avoidance of doubt, the reference to “ownership” in clause (i) shall not require Lessee to indemnify any Indemnitee in respect of any defect in Lessor’s or\nOwner’s title to the Aircraft. |", "source": "agreement_5.md" }, { "id": "1882", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessee is not required to indemnify any particular Indemnitee (provided that Lessor and its Affiliates and their officers, directors and employees shall be treated as a single\nIndemnitee) under this Section, to the extent a particular Loss is: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | attributable to the gross negligence or willful misconduct of any Indemnitee, other than gross negligence or willful misconduct imputed to that Indemnitee solely by reason of its\ninterest in the Aircraft or the Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | attributable to Lessor’s or such Indemnitee’s failure to perform or observe any agreement, covenant or condition on its part to be performed or observed in the Lease which\ndoes not result solely from a Default; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | related to any Taxes (but without prejudice to any Indemnitee’s rights under any other provision of the Lease relating to Taxes); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | attributable to acts or events that occur before the Delivery Date (except where the Loss is suffered during the Term as a result of a pre-Delivery defect in or condition of the\nAircraft, any Engine or Part arising out of the manufacture, design, maintenance, repair, rebuilding, overhaul or modification of the Aircraft, any Engine or Part); |", "source": "agreement_5.md" }, { "id": "1883", "text": "| | | |\n| --- | --- | --- |\n|   | (v) | attributable to acts or events that occur after the earlier of: (1) the return of possession (which, if the Aircraft is placed in storage at the request of Lessor pursuant to the\nLease, is the date that the Aircraft is placed in storage) of the Aircraft to Lessor pursuant to and in compliance with the terms of the Lease and are not attributable to any act, omission or circumstance occurring prior to such redelivery and (2)\nthe termination of the Lease and the payment of all |\n\n  \n\n\n- 46 -", "source": "agreement_5.md" }, { "id": "1884", "text": "| | | |\n| --- | --- | --- |\n|   |    | amounts then due and payable under the Lease as a result of an Event of Loss with respect to the Aircraft and are not attributable to any act, omission or circumstance occurring\nprior to such termination and payment; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vi) | attributable to the offer, sale, assignment or transfer by such Indemnitee of any interest in the Aircraft, the Lease or any similar interest, in violation of applicable Law;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vii) | attributable to the acquisition of or any sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Indemnitee of the Aircraft or any interest\ntherein or of any Engine or interest therein, that is not a replacement thereof under the Lease, and unless such sale, transfer or other disposition was consummated in connection with Lessor’s lawful exercise of its remedies hereunder after the\noccurrence and during the continuance of an Event of Default; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (viii) | comprised of ordinary and usual operating or overhead expenses of such Indemnitee; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ix) | attributable to any amount which such Indemnitee has expressly agreed to pay (unless such agreement to pay is itself conditioned upon Lessee’s failure to pay or indemnify)\nunder any other provision of the Lease or such Indemnitee expressly agrees shall not be paid by or reimbursed by Lessee; |", "source": "agreement_5.md" }, { "id": "1885", "text": "| | | |\n| --- | --- | --- |\n|   | (x) | attributable to the incorrectness, or breach, in any respect of any representation or warranty of such Indemnitee contained in or made pursuant to the Lease;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xi) | attributable to the authorization or giving or withholding of any future amendments, supplements, waivers, or consents with respect to the Lease, other than any approved,\nauthorized, requested or consented to by Lessee or required by or made pursuant to the terms of the Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xii) | attributable to the deregistration of the Aircraft under the Transportation Code as a result of the failure of Lessor or Owner (or any related Indemnitee) to be a Citizen of the\nUnited States; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xiii) | for any Lessor Liens attributable to any Indemnitee; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xiv) | comprised of costs, fees or expenses related the negotiation or preparation of this CTA, the Lease or the Transaction Agreements; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xv) | attributable to the performance by any Indemnitee of its obligations under any Financing Document or to any Financing Party, provided that such performance does not arise out of a\nDefault under the Lease; |", "source": "agreement_5.md" }, { "id": "1886", "text": "| | | |\n| --- | --- | --- |\n|   | (xvi) | attributable to a default under any Financing Document which is not a Default under the Lease; |\n\n  \n\n\n- 47 -", "source": "agreement_5.md" }, { "id": "1887", "text": "| | | |\n| --- | --- | --- |\n|   | (xvii) | attributable to any change in or restructuring of any Financing Document related to the financing of the Aircraft, any Engine or any Part thereof, unless resulting from a Default by\nLessee under the Lease or unless Lessee has expressly agreed to undertake such obligations; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xviii) | attributable to such Indemnitee’s status as manufacturer or maintenance servicer or provider; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (xix) | attributable to any failure of the maintenance status of the Aircraft to satisfy the requirements of the Lease, unless such failure is specified by Lessor in the acknowledgement\ndelivered by Lessor to Lessee in accordance with Section 12.4 hereof. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.2 | **Contest** |\n\n  \n\n The following shall apply to all claims for indemnity under Section 10.1:", "source": "agreement_5.md" }, { "id": "1888", "text": "The following shall apply to all claims for indemnity under Section 10.1: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | If any Indemnitee has received written notice of any claim in respect of any Losses hereby indemnified against (herein, an “Indemnified Claim”), it shall give prompt\nwritten notice thereof to Lessee; provided, however, that the failure of an Indemnitee to give such notice shall not relieve Lessee of its obligations hereunder, except to the extent that such failure adversely affects any applicable defense or\ncounterclaim or otherwise increases the amount Lessee would have been liable for in the absence of such failure to provide such notice or adversely affects the ability of Lessee to defend such Indemnified Claim. |", "source": "agreement_5.md" }, { "id": "1889", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Each Indemnified Claim as to which Lessee has acknowledged in writing it would be required to indemnify the Indemnitee(s) under Section 10.1(a) (except to the extent that the final\ndetermination of such contest demonstrates that such Indemnified Claim is covered by an exception in Section 10.1(c) hereof), if reasonably requested by Lessee, be contested by the Indemnitee in good faith by appropriate proceedings, provided that\nLessee shall indemnify such Indemnitee in respect of the reasonable out-of-pocket fees, costs or expenses actually incurred by such Indemnitee in conducting such contest and the amount of any interest or penalties which are required to be paid as a\nresult of contesting such Indemnified Claim, and provided further that such contest proceedings would not result in any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or any risk of criminal liability on\nthe part of such Indemnitee. Lessee shall be entitled to assume responsibility for and control of the defense of any Indemnified Claim in respect of which any Indemnitee makes or intends to make a claim against Lessee for indemnity pursuant to this\nSection 10, and as to which Lessee has acknowledged in writing its responsibility for hereunder, provided that (i) the legal counsel retained by Lessee for such purpose is reasonably acceptable to Lessor, (ii) the judicial or administrative\nproceeding either (A) involves solely the Indemnified Claim or (B) involves the Indemnified Claim and other claims, but the Indemnified Claim may be and is severed from the other claims (at Lessee’s cost and expense, including reimbursement of", "source": "agreement_5.md" }, { "id": "1890", "text": "the reasonable costs and expenses incurred by such Indemnitee in |", "source": "agreement_5.md" }, { "id": "1891", "text": "- 48 -", "source": "agreement_5.md" }, { "id": "1892", "text": "| | | |\n| --- | --- | --- |\n|   |    | connection with obtaining such severance), and (iii) Lessee pursues such contest diligently and in good faith and, upon the reasonable request of Lessor, provides Lessor with\nreasonable details of the status of the contest and copies of legal briefs, court filings; provided further that, Lessee shall not be entitled to assume and control the defense of or to compromise any Indemnified Claim (1) during the\ncontinuance of any Significant Default or Event of Default, (2) if an actual or potential conflict of interest exists between Lessee and such Indemnitee making it advisable in the good faith opinion of the applicable Indemnitee for such Indemnitee\nto be represented by separate counsel, or (3) if such proceeding would result in any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or any risk of criminal liability on the part of such Indemnitee.\nSubject to the immediately preceding sentence, where Lessee undertakes the defense of an Indemnitee with respect to an Indemnified Claim in compliance with the terms hereof, no additional legal fees or expenses of such Indemnitee incurred in\nconnection with the defense of such Indemnified Claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of Lessee. An Indemnitee may, without interfering in any material respect with the conduct of such\ncontest by Lessee, participate at its own expense in any judicial proceeding controlled by Lessee pursuant to the foregoing provisions, and such participation shall not constitute a waiver of the indemnification provided in this Section 10.\n |", "source": "agreement_5.md" }, { "id": "1893", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Each Indemnitee shall supply Lessee with such information as Lessee shall reasonably request to defend or participate in any proceeding permitted by this Section 10, provided that\nsuch information requested by Lessee is (i) not within Lessee’s control, and (ii) within such Indemnitee’s control or is reasonably available to such Indemnitee and, unless such information is necessary in order to assert a meritorious and\nmaterial defense, is not confidential or proprietary information and the disclosure of which is not otherwise prejudicial to such Indemnitee. |", "source": "agreement_5.md" }, { "id": "1894", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | Subject to the terms of Section 10.2(a) and (b) above, no Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Indemnified Claim\n(other than any in respect of an Indemnified Claim involving any risk of criminal liability) without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its rights with\nrespect to such Losses under this Section 10 or unless a Significant Default or an Event of Default has occurred and is continuing; provided that the payment of an amount to which any Losses relate when legally compelled to do so by a Government\nEntity of competent jurisdiction after which a request for a refund of such amount is diligently pursued by appropriate procedures in accordance with the terms of this Section 10 will not be considered a settlement, compromise or consent to judgment\nrequiring Lessee’s prior consent or resulting in a waiver of such Indemnitee’s rights of indemnification with respect to such amount. Except as otherwise provided in the immediately preceding sentence, the entering into any such settlement\nor compromise or consent without Lessee’s prior written consent shall constitute a waiver by such Indemnitee of all its rights of indemnification hereunder in respect of such matter. Lessee shall not enter into any settlement or compromise with\nrespect to any Indemnified Claim which would admit any liability, negligence, |\n\n  \n\n\n- 49 -", "source": "agreement_5.md" }, { "id": "1895", "text": "| | | |\n| --- | --- | --- |\n|   |    | misconduct or other wrongdoing by the affected Indemnitee without such Indemnitee’s consent, unless such settlement or other compromise obligates Lessee to pay (and Lessee\nshall have paid) the full amount of all potential liability from any source whatsoever of such Indemnitee in connection with such Indemnified Claim and Lessee provides in form and substance reasonably satisfactory to such Indemnitee the full and\nirrevocable release of such Indemnitee from all potential liabilities related to such Indemnified Claim. |", "source": "agreement_5.md" }, { "id": "1896", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | In the event Lessee shall be obligated to indemnify any Indemnitee pursuant to this Section 10, Lessee shall (provided no Significant Default or Event of Default shall have occurred\nand then be continuing) be subrogated (without warranty by the Indemnitee) to the rights of such Indemnitee in respect of the matter as to which the indemnity was in fact fully paid, upon such payment, and may pursue the same at Lessee’s\nexpense. If any Indemnitee shall obtain a recovery of all or any part of any amount which Lessee shall have paid to such Indemnitee or for which Lessee shall have reimbursed such Indemnitee pursuant to this Section 10, such Indemnitee shall promptly\n(at such time as no Significant Default or Event of Default which may have occurred is then continuing, and subject to Section 5.20 hereof) pay or cause to be paid to Lessee an amount equal to such recovery (but not any amount in excess of the\namount Lessee has paid to such Indemnitee in respect of the indemnified Losses plus interest thereon from date of payment by Lessee at Libor plus 50 basis points). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10.3 | **Duration:** |", "source": "agreement_5.md" }, { "id": "1897", "text": "| | |\n| --- | --- |\n| 10.3 | **Duration:** |\n\n  \n\n The indemnities contained in this Section 10 shall survive the expiration, cancellation or termination of the Lease; provided, however, that any such\nindemnity in respect of a Loss that is attributable to an accident or casualty that (A) occurs after the Return Occasion and prior to the earlier of (1) performance of the next Airframe block C6 check after the Return Occasion, or (2) the third\nanniversary of the Return Occasion, and (B) is based upon or arises out of any claimed lack of, or out of any faulty or improper, maintenance prior to the Return Occasion, shall survive only until the earlier of (i) the third anniversary of the\nReturn Occasion, or (ii) performance of the next Airframe block C6 check after the Return Occasion. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 11. | EVENTS OF LOSS |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 11.1 | **Events of Loss** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | If an Event of Loss occurs prior to Delivery of the Aircraft, the Lease will immediately terminate and except as expressly stated in the Lease or under any Other Agreement, neither\nparty will have any further obligation, other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit to Lessee, together with any such additional amounts (if any) as may be payable to Lessee pursuant to\nthe Aircraft Lease Agreement, and return to Lessee or cancel any Letter of Credit. |\n\n  \n\n\n- 50 -", "source": "agreement_5.md" }, { "id": "1898", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) one hundred twenty (120) days after the Event of Loss and\n(ii) within two (2) Business Days after the date of receipt of insurance proceeds in respect of that Event of Loss. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which are then due and payable to Lessor under the Lease, Lessor will, or will procure that\nOwner will, without recourse or warranty (except as to the absence of Lessor Liens) transfer to Lessee or its designee or will procure that Owner transfers to Lessee or its designee legal and beneficial title, subject to no Lessor Liens (but\notherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis and will, at Lessee’s expense, execute and deliver or will procure that Owner executes and delivers, such bills of sale and other documents and instruments as Lessee may\nreasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 11.2 | **Requisition** |\n\n  \n\n During any requisition for use or hire of the Aircraft, any Engine or Part which does not constitute an Event of Loss:", "source": "agreement_5.md" }, { "id": "1899", "text": "During any requisition for use or hire of the Aircraft, any Engine or Part which does not constitute an Event of Loss: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | the Rent and other charges payable under the Lease will not be suspended or abated either in whole or in part, and Lessee will not be released from any of its other obligations\n(other than operational obligations with which Lessee is unable to comply solely by virtue of the requisition); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Lessee will be entitled to any compensation paid by the requisitioning authority in respect of such authority’s use of the Aircraft, such Engine or such Part during the Term,\nbut, if any Significant Default or Event of Default has occurred and is continuing, Lessor may apply the compensation in or towards settlement of any amounts owing by Lessee under the Lease and/or under any Other Agreement. Lessee will, as soon as\npracticable after the end of any such requisition, cause the Aircraft to be put into the condition required by the Lease. Lessor will be entitled to all compensation payable by the requisitioning authority in respect of any change in the structure,\nstate or condition of the Aircraft arising during the period of requisition, and Lessor will apply such compensation in reimbursing Lessee for the cost of complying with its obligations under the Lease in respect of any such change.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12. | RETURN OF AIRCRAFT |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.1 | **Return** |", "source": "agreement_5.md" }, { "id": "1900", "text": "| | |\n| --- | --- |\n| 12.1 | **Return** |\n\n  \n\n On the Expiry Date or redelivery of the Aircraft pursuant to Section 13.2 or termination of the leasing of the Aircraft under the Lease, Lessee will,\nunless an Event of Loss has occurred, redeliver the Aircraft and the Aircraft Documents and Records at Lessee’s expense to Lessor at the Redelivery Location, in accordance with the procedures and in \n\n  \n\n\n- 51 -", "source": "agreement_5.md" }, { "id": "1901", "text": "compliance with the conditions set forth in Schedule 6, free and clear of all Security Interests (other\nthan Lessor Liens), in a condition suitable for immediate operation under FAR Part 121 or as otherwise agreed by Lessor and Lessee and, in any case, qualifying for and having a valid and fully effective certificate of airworthiness issued by the Air\nAuthority. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.2 | **Non-Compliance** |\n\n  \n\n If at the time of Final Inspection Lessee has not fully complied with any of its obligations under the Lease (including Schedule 6), or Lessee fails to\nmake the Aircraft available to Lessor on a timely basis for inspection and redelivery pursuant to Section 12.1 and Schedule 6 (whether such failure is due to any act or omission of Lessee or any other circumstance whatsoever), the Term shall be\nextended until the time when the Aircraft has been redelivered to Lessor in full compliance with the Lease, for the sole purpose of enabling such non-compliance or failure to be promptly rectified, and during such extension period: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Lessee shall not use the Aircraft in flight operations except those related directly to the redelivery of the Aircraft to Lessor; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | all Lessee’s obligations and covenants under the Lease will remain in full force until Lessee so redelivers the Aircraft; and |", "source": "agreement_5.md" }, { "id": "1902", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessee shall pay Rent to Lessor at a rate per month equal to the amount of Rent payable in respect of the last scheduled Rental Period, calculated on a per diem basis.\n |\n\n  \n\n Any such extension shall not prejudice\nLessor’s right to treat such non-compliance or failure as an Event of Default at any time, and to enforce such rights and remedies as may be available to Lessor in respect thereof under the terms of the Lease or applicable Law. Without limiting\nthe generality of the foregoing, Lessee’s Rent obligation under paragraph (c) above shall be without prejudice to Lessor’s rights to terminate the letting of the Aircraft and to indemnification pursuant to Section 10.1(a)(ii). \n\n\n \n\n Lessor may elect (either on first tender of the Aircraft by Lessee or at\nany time during the said extension period) to accept redelivery of the Aircraft notwithstanding non-compliance with Section 12.1 or Schedule 6, in which case Lessee will indemnify Lessor in respect of the out-of-pocket cost to Lessor, acting\nreasonably and in good faith, of putting the Aircraft into the condition required by the Lease. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.3 | **Redelivery** |\n\n  \n\n Upon redelivery Lessee will, if the Habitual Base and the State of Registry is then a country other than the United States, provide to Lessor all\ndocuments necessary to export the Aircraft from the Habitual Base and the State of Registry (including, without limitation, a valid and subsisting export certificate of airworthiness for the Aircraft) to the United States or required in relation to\nthe deregistration of the Aircraft with the Air Authority.", "source": "agreement_5.md" }, { "id": "1903", "text": "- 52 -", "source": "agreement_5.md" }, { "id": "1904", "text": "| | |\n| --- | --- |\n| 12.4 | **Acknowledgement** |\n\n  \n\n Upon redelivery of the Aircraft by Lessee to Lessor at the Redelivery Location, Lessor will deliver to Lessee an acknowledgement confirming that Lessee\nhas redelivered the Aircraft to Lessor in the condition required by the Lease or specify in what respect the Aircraft is not in the condition so required. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 12.5 | **Storage** |\n\n  \n\n If Lessor or Owner so requests, Lessee shall endeavor to arrange, to the extent available, up to sixty (60) days storage for the Aircraft following the\nlast day of the Term at the requesting party’s risk and expense. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13. | DEFAULT |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.1 | **Events** |\n\n  \n\n The occurrence of any of the Events of Default will constitute a repudiation (but not a termination) of the Lease by Lessee (whether the occurrence of any\nsuch Event of Default is voluntary or involuntary or occurs by operation of Law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Government Entity). \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.2 | **Rights and Remedies** |\n\n  \n\n If an Event of Default occurs and is continuing, Lessor may at its option (and without prejudice to any of its other rights under the Lease), at any time\nthereafter (without notice to Lessee except as required under applicable Law):", "source": "agreement_5.md" }, { "id": "1905", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | accept such event as a repudiation by Lessee and by notice to Lessee and with immediate effect cancel the leasing of the Aircraft (but without prejudice to the continuing\nobligations of Lessee under the Lease), whereupon all rights of Lessee under the Lease shall cease; and/or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | demand that Lessee pay (and Lessee shall be liable for and shall pay on demand) and/or proceed by appropriate court action or actions to enforce performance when due of the Lease\nincluding the payment when due of all Rent and all other amounts payable to Lessor or any Indemnitee pursuant to the terms of the Lease; and/or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | proceed by appropriate court action or actions to recover damages for the breach of the Lease which shall include: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | all Rent and other amounts which are or become due and payable under the Lease prior to the earlier to occur of the date Lessor sells or re-leases the Aircraft or receives payment\nof the amount calculated pursuant to section (ii) below; |\n\n  \n\n\n- 53 -", "source": "agreement_5.md" }, { "id": "1906", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | an amount (the “Mitigated Rent Amount”) equal to the aggregate Rent for the remainder of the Term (determined without reference to any right of Lessor to cancel the\nleasing of the Aircraft, whether or not such right is exercised), discounted periodically (equal to installment frequency) to present worth at the Discount Rate to the date of payment by Lessee to Lessor, less the applicable amount set forth below:\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | in the event that Lessor has re-let the Aircraft on terms (other than rental payment terms) which, taken as a whole, Lessor reasonably regards as being substantially similar to the\nterms of the Lease, an amount equal to the aggregate basic rental payments to become due under such re-lease for the period coinciding with the remainder of the Term (determined without reference to any right of Lessor to cancel the leasing of the\nAircraft, whether or not such right is exercised), discounted periodically (equal to installment frequency) to present worth at the Discount Rate to the date of payment by Lessee; or |", "source": "agreement_5.md" }, { "id": "1907", "text": "| | | |\n| --- | --- | --- |\n|   | (B) | in the event that Lessor has not re-let the Aircraft or has sold the Aircraft or has re-let the Aircraft on terms (other than rental payment terms) which, taken as a whole, Lessor\ndoes not reasonably regard as being substantially similar to the terms of the Lease, an amount equal to the fair market rental value (determined pursuant to the Appraisal Procedure) of the Aircraft for the period commencing with the date that Lessor\nreasonably anticipates that the Aircraft could be re-let at such rental rate and ending with the date that the Term was scheduled to expire (determined without reference to any right of Lessor to cancel the leasing of the Aircraft, whether or not\nsuch right is exercised), discounted periodically (equal to installment frequency) to present worth at the Discount Rate to the date of payment by Lessee; |", "source": "agreement_5.md" }, { "id": "1908", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | all costs, expenses and other incidental damages associated with Lessor’s exercise of its remedies under the Lease or otherwise incurred by Lessor as a result of an Event of\nDefault or the exercise of rights or remedies with respect thereto, including repossession costs, legal fees, Aircraft storage, preservation, shipment, repair, refurbishment, modification, maintenance and insurance costs, Aircraft re-lease or sale\ncosts (including, any costs incurred to prepare the Aircraft for sale or lease, advertising costs, sale or lease costs (including commissions) and any costs to transition the Aircraft to the next operator’s maintenance program) in any way\nrelated to the Aircraft, any Engine or any Part, including to put the Aircraft in the condition provided for in Section 12 or Schedule 6 or in the location provided for in this Section 13.2, or otherwise, and Lessor’s internal costs and\nexpenses (including the cost of personnel time calculated based upon the compensation paid to the individuals involved on an annual basis and a general Lessor overhead allocation), all such costs and incidental damages being referred to herein\ncollectively as “Enforcement and Remarketing Costs”; |\n\n  \n\n\n- 54 -", "source": "agreement_5.md" }, { "id": "1909", "text": "| | | |\n| --- | --- | --- |\n|   | (iv) | any loss, premium, penalty or expense which may be incurred in repaying funds raised to finance the Aircraft or in unwinding any financial instrument relating in whole or in part to\nLessor’s financing of the Aircraft, all such amounts being referred to herein collectively as “Unwind Expenses”; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | any loss, cost, expense or liability, or damage to Lessor’s residual interest in the Aircraft, sustained by Lessor due to Lessee’s failure to maintain the Aircraft in\naccordance with the terms of the Lease or Lessee’s failure to redeliver the Aircraft in the condition required by the Lease, including any consequential loss of revenues or profits, all such amounts being referred to herein collectively as\n“Aircraft Condition Damages”; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vi) | such additional amount, if any, as may be necessary to place Lessor in the same economic position as Lessor would have been in if Lessee had timely performed each of its obligations\nunder the Lease; and/or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | either: |", "source": "agreement_5.md" }, { "id": "1910", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | either: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | enter upon the premises where all or any part of the Aircraft is located and take immediate possession of and, at Lessor’s sole option, remove the same (and/or any engine which\nis not an Engine but which is installed on the Airframe, subject to the rights of the lessor or secured party thereof), all without liability accruing to Lessor for or by reason of such entry or taking of possession whether for the restoration of\ndamage to property, conversion or otherwise, caused by such entry or taking, except damages caused by gross negligence or willful misconduct; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | by delivering notice to Lessee, require Lessee to redeliver the Aircraft to Lessor at the Redelivery Location (or such other location as Lessor may require) on the date specified in\nsuch notice and in all respects in the condition required by the Lease upon the Return Occasion (it being understood that Lessee shall not delay any such return for the purpose of placing the Aircraft in such condition, but shall nevertheless be\nliable to Lessor for the failure of the Aircraft to be in such condition); and/or |", "source": "agreement_5.md" }, { "id": "1911", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | sell at private or public sale, as Lessor may determine, or hold, use, operate or lease to others, or otherwise deal with, the Aircraft as Lessor in its sole and absolute discretion\nmay determine, all free and clear of any rights or interests of Lessee as if the Lease had not been entered into. Lessor shall have no obligation or duty to sell the Aircraft and Lessor shall be obligated to attempt to re-lease the Aircraft only to\nthe extent, if any, that it is required to do so under Article 2A of the UCC; and/or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | by written notice to Lessee specifying a payment date (which shall be a date not earlier than five (5) Business Days following the date of such notice), Lessor may demand that\nLessee pay to Lessor, and Lessee shall pay to Lessor on the payment |\n\n  \n\n\n- 55 -", "source": "agreement_5.md" }, { "id": "1912", "text": "| | | |\n| --- | --- | --- |\n|   |    | date specified in such notice (in lieu of the Rent due for the period commencing after the date specified for payment in such notice) the sum of the following amounts:\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | all Rent and other amounts which are or are expected to become due and payable under the Lease prior to the payment date specified by Lessor; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | an amount equal to the Mitigated Rent Amount; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | an amount equal to Lessor’s reasonably anticipated Enforcement and Remarketing Costs, Unwind Expenses and Aircraft Condition Damages; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | such additional amount, if any, as may be necessary to place Lessor in the same economic position as Lessor would have been in if Lessee had timely performed each of its obligations\nunder the Lease; |", "source": "agreement_5.md" }, { "id": "1913", "text": "it being understood that, to\nthe extent that any of the foregoing amounts represents an estimate by Lessor of losses, damages, costs or expenses which Lessor expects to incur, (y) Lessor shall adjust the amount thereof as needed to reflect the actual amount of such losses,\ndamages, costs or expenses incurred by Lessor when substantially all of such amounts become known to Lessor, but Lessee shall nevertheless be obligated to pay the amount demanded by Lessor (subject to such subsequent adjustment), and (z)\nnotwithstanding the amount specified in such demand, Lessor shall be entitled to claim such other (and greater) amount in any action against Lessee under the Lease; and/or \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | draw upon the Deposit or the Letter of Credit and apply such amounts to any amounts owing to Lessor under the Lease and/or make demand against any Guarantor for any or all of the\nforegoing. |\n\n  \n\n In addition to the foregoing, Lessor\nshall be entitled to exercise such other rights and remedies as may be available under applicable Law and Lessee shall be liable for, and shall pay Lessor on demand interest on all unpaid amounts at the Interest Rate, from the due date until the\ndate of payment in full. \n\n  \n\n Lessee hereby agrees that, in the\nevent of the return to or repossession by Lessor of the Aircraft, the Airframe, an Engine or Part, any rights in any warranty (express or implied) in respect thereof previously assigned to Lessee or otherwise held by Lessee shall without further\nact, notice or writing be assigned or reassigned to Lessor, if assignable.", "source": "agreement_5.md" }, { "id": "1914", "text": "No remedy referred to in this Section 13 is intended to be exclusive, but, to the extent permissible under the Lease or under applicable Law, each shall be cumulative and in addition to any other remedy referred to\nabove or otherwise available to Lessor at Law or in equity; and the exercise or beginning of exercise by Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by Lessor of any or all of such other remedies;\nprovided, however, that nothing in this Section 13 shall be construed to permit Lessor to obtain a duplicate recovery of any element of damages to which Lessor is entitled. No express or implied waiver by Lessor of any Default or Event of Default\nshall in any way be, or be construed to be, a waiver of any future or subsequent Default or Event of Default. \n\n  \n\n\n- 56 -", "source": "agreement_5.md" }, { "id": "1915", "text": "| | |\n| --- | --- |\n| 13.3 | **[Intentionally Omitted]** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.4 | **[Intentionally Omitted]** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13.5 | **Power of Attorney** |\n\n  \n\n Lessee hereby appoints Lessor as the attorney-in-fact of Lessee, with full authority in the place and stead of Lessee and in the name of Lessee or\notherwise, for the purpose of carrying out the provisions of the Lease and taking any action and executing any instrument that Lessor may deem necessary or advisable to accomplish the purposes of the Lease; provided, however, that Lessor may only\ntake action or execute instruments under this Section 13 after an Event of Default has occurred and is continuing. Lessee hereby declares that the foregoing powers are granted for valuable consideration, constitute powers granted as security for the\nperformance of the obligations of Lessee under the Lease and are coupled with an interest and shall be irrevocable. Without limiting the generality of the foregoing or any other rights of Lessor under the Lease, upon the occurrence and during the\ncontinuation of an Event of Default, Lessor shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to the Aircraft, Airframe or any Engine,\nor the Lease and (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to the Lease, and settle, adjust or compromise any claims for loss, damage or destruction under, or\ntake any other action in respect of, any such policy or policies.", "source": "agreement_5.md" }, { "id": "1916", "text": "| | |\n| --- | --- |\n| 14. | ASSIGNMENT |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 14.1 | **Lessee** |\n\n  \n\n OTHER THAN IN CONNECTION WITH A TRANSFER OR DISPOSITION IN COMPLIANCE WITH SECTION 8.7(H), LESSEE, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, WILL NOT\nASSIGN, DELEGATE OR OTHERWISE TRANSFER (VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE) ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THE LEASE (INCLUDING THE AIRCRAFT LEASE AGREEMENT OR THIS CTA), OR CREATE OR PERMIT TO EXIST ANY SECURITY\nINTEREST (OTHER THAN PERMITTED LIENS) OVER ANY OF ITS RIGHTS UNDER THE LEASE (INCLUDING THE AIRCRAFT LEASE AGREEMENT OR THIS CTA), AND ANY ATTEMPT TO DO SO SHALL BE NULL AND VOID. The foregoing shall not be construed to prohibit a Permitted\nSub-Lease to a Permitted Sub-Lessee. \n\n  \n\n\n- 57 -", "source": "agreement_5.md" }, { "id": "1917", "text": "| | |\n| --- | --- |\n| 14.2 | **Lessor** |\n\n  \n\n Lessee acknowledges and agrees that Lessor may, if applicable under the Financing Documents, assign as security Lessor’s interest in the Lease and/or\nthe Aircraft (herein, a “Security Assignment”), provided that such Security Assignment complies with the conditions set forth in Sections 14.3(a), 14.3(b), 14.3(c)(z), and 14.3(d). \n\n  \n\n Provided that Lessor complies with each condition set forth in Section 14.3\nhereof, Lessor may assign, novate, delegate or otherwise transfer all or any of its rights or obligations under the Lease or all or any of its right, title or interest in and to the Aircraft (each a “Transfer”), including pursuant to:\n\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | a sale and leaseback; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | a novation or assignment of the Lease and/or a sale of the Aircraft (including to a special purpose or securitization or monetization trust, fund, limited liability company,\ncorporation, partnership or other vehicle or in connection with any other direct or indirect raising of capital). |", "source": "agreement_5.md" }, { "id": "1918", "text": "In connection with any Transfer, Lessor and its assignee will enter into an Assignment. Lessor will promptly notify Lessee in writing of any such Transfer\nusing a notice substantially in the form of Annex II to the Assignment, and shall promptly notify Lessee of any Security Assignment. Lessee agrees, at Lessor’s cost and expense, to execute and deliver as promptly as practicable in connection\nwith any such Transfer or Security Assignment such documents and assurances (including in the case of a Transfer an acknowledgement of the Transfer and representations as to the matters set forth in Annex II to the Assignment) and to take such\nfurther action as Lessor may reasonably request to establish or protect the rights and remedies created or intended to be created in favor of the assignee in connection with any such Transfer or Security Assignment. After any such Transfer or\nSecurity Assignment, the assignee shall be entitled to be an Indemnitee and to such other rights under the Lease as specified herein, and in the case of a Transfer, in the Assignment. Upon an assignment or novation described in subsection (b) above,\nLessor shall be released from all obligations and liabilities under the Lease arising from and after the effective time of such Transfer to the extent such obligations and liabilities are expressly assumed in writing by such assignee, and the Lease,\nincluding this CTA as in effect at that time and as incorporated in the Aircraft Lease Agreement, shall be deemed applicable as between Lessee and such assignee of the Lease and may be amended, supplemented or otherwise modified without the consent\nof the transferor (if this CTA is applicable to any Transaction Agreements or Other Agreements not so transferred, it shall remain in full force and effect and may be amended, supplemented or otherwise modified without the consent of the assignee).", "source": "agreement_5.md" }, { "id": "1919", "text": "Notwithstanding any such Transfer, Lessor, Owner, Financing Parties’ Representative and each other Indemnitee shall continue to be entitled to indemnification under Section 10, and shall as and to the extent otherwise provided herein continue\nto be named as an additional insured under all Insurance referred to in Section 9 for a period of not less than two years after such Transfer. The agreements, covenants, obligations and liabilities contained in the Lease, including all obligations\nto pay Rent and indemnify each Indemnitee, are made for the benefit of Lessor (and, in the case of Section 10, each other Indemnitee) and its or their", "source": "agreement_5.md" }, { "id": "1920", "text": "- 58 -", "source": "agreement_5.md" }, { "id": "1921", "text": "respective successors and assigns, notwithstanding the possibility that any such Person was not\noriginally a party to the Lease or may, at the time such enforcement is sought, not be a party to the Lease. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 14.3 | **Conditions** |\n\n  \n\n In connection with any Transfer or Security Assignment by Lessor: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Quiet Enjoyment: as a condition precedent to such Transfer or Security Assignment becoming effective, Lessor will procure that the transferee or any new owner of the Aircraft\n(except where such new owner is also the “Lessor” under the Lease) or any new holder of a mortgage over the Aircraft or any holder of an interest in the Aircraft or the Lease (by way of security or otherwise), as the case may be, shall\nexecute and deliver to Lessee a letter of quiet enjoyment in respect of Lessee’s use and possession of the Aircraft in a form substantially the same as to Section 7.1; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Costs: Lessor shall reimburse to Lessee its reasonable out-of-pocket expenses (including reasonable legal fees and expenses) actually incurred in connection with co-operating with\nLessor, and otherwise performing its obligations and exercising its rights, in relation to any such Transfer or Security Assignment referred to in this Section 14, provided that such Transfer or Security Assignment was not consummated in connection\nwith the lawful exercise by Lessor of its remedies hereunder after the occurrence and during the continuance of an Event of Default; |", "source": "agreement_5.md" }, { "id": "1922", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Qualifications: Any transferee of Lessor’s interest in the Lease pursuant to a transfer described in subsection (b) of Section 14.2, the effect of which is to result in a\nrelease of Lessor from its obligations under the Lease, shall meet each of the requirements set forth in the following clauses (x), (y) and (z), and any assignee pursuant to a Security Assignment shall meet the requirement set forth in the following\nclause (z): (x)(i) at the time of the transfer have a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000), or (ii) at the time of the transfer be a Person with debt obligations having an\ninvestment grade rating of BBB- or better by an equivalent rating of Standard & Poor’s Corporation or an equivalent rating by Moody’s Investors Services, Inc. and Lessor’s payment obligations owed to Lessee under the Lease\n(including Lessor’s payment obligations to other Persons required to perform obligations owed to Lessee under the Lease) shall rank at least *pari passu* with Lessor’s rated, unsecured debt obligations or, in the absence of such rated\nobligations, all of Lessor’s unsecured, unsubordinated debt obligations, or (iii) have its payment obligations under the Lease absolutely and unconditionally guaranteed by such a Person described in the foregoing section (i) or (ii), (y) be\norganized under the Laws of the United States or any state thereof, or hold its interest through an owner trust or other entity that qualifies for FAA registration of the Aircraft, and (z) not be an airline or an Affiliate of an airline; and\n |", "source": "agreement_5.md" }, { "id": "1923", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | No Increase In Lessee’s Indemnity or Payment Obligations: As a condition to such Transfer or Security Assignment, the Transfer or Security Assignment shall not in any material\nrespect increase Lessee’s indemnity or other payment obligations under |\n\n  \n\n\n- 59 -", "source": "agreement_5.md" }, { "id": "1924", "text": "| | | |\n| --- | --- | --- |\n|   |    | the Lease or diminish Lessee’s rights under the Lease (to be determined in each case at the time of such Transfer or Security Assignment by applying all applicable Laws as are\nin effect on the effective date of the Transfer or Security Assignment or as have been enacted on or prior to the effective date of the Transfer or Security Assignment and will take effect thereafter). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15. | MISCELLANEOUS |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.1 | **Illegality** |", "source": "agreement_5.md" }, { "id": "1925", "text": "| | |\n| --- | --- |\n| 15.1 | **Illegality** |\n\n  \n\n If it is or becomes unlawful in any applicable jurisdiction within the United States, or any jurisdiction outside the United States, the Laws of which are\napplicable to Lessor or the Aircraft due to the operations or business of Lessee or any sublessee of the Aircraft, for Lessor to give effect to any of its obligations as contemplated by the Lease or to continue the Lease, Lessor may by notice in\nwriting to Lessee terminate the leasing of the Aircraft, such termination to take effect on the latest date (the “Effective Date”) on which Lessor may continue such leasing and such obligations without being in breach of applicable Laws or\nregulations, and Lessee will forthwith redeliver the Aircraft to Lessor in accordance with Section 12. Without prejudice to the foregoing, Lessor acting reasonably and in good faith will consult with Lessee up to the Effective Date as to any steps\nthat may be taken to restructure the transaction to avoid such unlawfulness, but will be under no obligation to take any such steps if doing so would diminish, in Lessor’s opinion (acting reasonably and in good faith), any material right it may\nhave under the Lease or incur any unreimbursed or unindemnified additional obligation. Lessee shall reimburse Lessor for Lessor’s reasonable out-of-pocket expenses incurred in connection with entering into any such restructuring, including\nreasonable attorney’s fees, unless the Law giving rise to the relevant illegality is a Law that would not be generally applicable to a Person formed and based in the United States, but is applicable to Lessor due to some status or activity of\nLessor which is unrelated to Lessee or the Lease.", "source": "agreement_5.md" }, { "id": "1926", "text": "| | |\n| --- | --- |\n| 15.2 | **Waivers, Remedies Cumulative** |\n\n  \n\n The rights of Lessor under the Lease may be exercised as often as necessary, are cumulative and not exclusive of its rights under any Law; and may be\nwaived only in writing and specifically. The rights of Lessee under the Lease may be exercised as often as necessary under the Lease. Lessee’s rights are exclusive of Lessee’s rights under applicable Law as and to the extent provided in\nthe Lease, but are cumulative and not exclusive of any rights under applicable Law that Lessee has not waived under the Lease. Lessee’s rights may be waived only in writing and specifically. Delay by Lessor or Lessee in exercising, or\nnon-exercise of, any of their respective rights will not constitute a waiver of that right. \n\n  \n\n\n- 60 -", "source": "agreement_5.md" }, { "id": "1927", "text": "| | |\n| --- | --- |\n| 15.3 | **Delegation** |\n\n  \n\n Lessor may delegate to any Person (other than another airline which is a competitor of Lessee or an Affiliate of such an airline) all or any of the\nrights, powers or discretions vested in it by the Lease, and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as Lessor in its absolute discretion thinks fit subject to\nsuch Person being subject to the limitations and obligations of Lessor in the exercise of any such rights, powers or discretions. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.4 | **Severability** |\n\n  \n\n If a provision of the Lease is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | the legality, validity or enforceability in that jurisdiction of any other provision of the Lease; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.5 | **Remedy** |", "source": "agreement_5.md" }, { "id": "1928", "text": "| | |\n| --- | --- |\n| 15.5 | **Remedy** |\n\n  \n\n If Lessee fails to comply with any provision of the Lease, Lessor may, without being in any way obliged to do so or responsible for so doing and without\nprejudice to the ability of Lessor to treat such non-compliance as a Default, effect compliance on behalf of Lessee, whereupon Lessee shall become liable to pay immediately any sums expended by Lessor together with all reasonable out-of-pocket costs\nand expenses (including reasonable legal fees and expenses) in connection with the non-compliance. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.6 | **Time of Essence** |\n\n  \n\n The time stipulated in the Lease for performance by the Lessor of its obligations under the Lease, for payments payable by Lessee and performance of\nLessee’s other obligations under the Lease, in each case, are of the essence of the Lease. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.7 | **Notices** |\n\n  \n\n All notices and other communications under, or in connection with, the Lease will, unless otherwise stated, be given in writing by hand delivery, mail,\novernight courier service, facsimile or email. Any such notice or other communication is deemed effectively given when received by the recipient (or if receipt is refused by the intended recipient, when so refused). \n\n  \n\n The addresses, facsimile and telephone numbers and email addresses of Lessee\nand Lessor are as set forth in the Aircraft Lease Agreement. \n\n  \n\n\n- 61 -", "source": "agreement_5.md" }, { "id": "1929", "text": "| | |\n| --- | --- |\n| 15.8 | **Governing Law; Jurisdiction; WAIVER OF JURY TRIAL** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | PURSUANT TO AND IN ACCORDANCE WITH SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THE PARTIES HERETO AGREE THAT THE LEASE IN ALL RESPECTS SHALL BE GOVERNED BY, AND\nCONSTRUED IN ACCORDANCE WITH, THE GOVERNING LAW AS APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK (EXCLUSIVE OF SECTION 7-101 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH IS INAPPLICABLE TO THE LEASE). THE PARTIES AGREE\nTHAT THE LEASE WAS DELIVERED IN THE STATE OF NEW YORK. |\n\n  \n\n Pursuant to and in accordance with Section 5-1402 of the New York General Obligations Law, Lessee and Lessor each agree that the United States District Court for the Southern District of New York and, subject to the right to remove to the\naforesaid United States District Court, any New York State court sitting in the County of New York, New York, and all related appellate courts, are to have non-exclusive jurisdiction to settle any disputes arising out of or relating to the Lease and\nsubmits itself and its property to the non-exclusive jurisdiction of the foregoing courts with respect to such dispute. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Each of Lessee and Lessor: |", "source": "agreement_5.md" }, { "id": "1930", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | waives to the fullest extent permitted by Law any objection which it may now or hereafter have to the courts referred to in Section 15.8(a) above on grounds of inconvenient forum or\notherwise as regards proceedings in connection with the Lease; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | waives to the fullest extent permitted by Law any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to\nthe Lease brought in the courts referred to in Section 15.8(a); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | agrees that a judgment or order of any court referred to in Section 15.8(a) in connection with the Lease is conclusive and binding on it and may be enforced against it in the courts\nof any other jurisdiction. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Nothing in this Section 15.8 limits the right of either party to bring proceedings against the other in connection with the Lease: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | in any other court of competent jurisdiction; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | concurrently in more than one jurisdiction. |", "source": "agreement_5.md" }, { "id": "1931", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | Each of Lessee and Lessor irrevocably and unconditionally: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | agrees that if the other brings legal proceedings against it or its assets in relation to the Lease no sovereign or other immunity from such legal \n |\n\n  \n\n\n- 62 -", "source": "agreement_5.md" }, { "id": "1932", "text": "| | | |\n| --- | --- | --- |\n|   |    | proceedings (which will be deemed to include suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, other attachment, the obtaining of\njudgment, execution of a judgment or other enforcement or legal process or remedy) will be claimed by or on behalf of itself or with respect to its assets; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | waives any such right of immunity which it or its assets now has or may in the future acquire and agrees that the foregoing waiver shall have the fullest extent permitted under the\nForeign Sovereign Immunities Act of 1976 of the United States and is intended to be irrevocable for the purposes of such Act. |", "source": "agreement_5.md" }, { "id": "1933", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | EACH OF LESSEE AND LESSOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF\nTHE LEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED THEREBY OR THE LESSOR/LESSEE RELATIONSHIP BEING ESTABLISHED, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS\nAND OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF LESSOR AND LESSEE REPRESENTS AND WARRANTS THAT EACH HAS REVIEWED AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH ITS LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, AND THIS\nWAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LEASE. IN THE EVENT OF LITIGATION, THIS SECTION MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.9 | **Sole and Entire Agreement; True Lease; Section 1110** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Entire Agreement: The Lease is the sole and entire agreement between Lessor and Lessee in relation to the leasing of the Aircraft, and supersedes all previous agreements in relation\nto that leasing. Any amendments to the Lease must be made in writing and signed on behalf of Lessor and Lessee. |", "source": "agreement_5.md" }, { "id": "1934", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | True Lease: The parties: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | intend that the Lease constitute a “true lease”, and not a “security interest” as defined in Section 1-201(37) of the UCC; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | intend that the Lease constitute a “true lease” for United States Federal income tax purposes; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | agree that the Lease confers only a leasehold interest on Lessee in and to the Aircraft on and subject to the terms of the Lease, and no ownership or other interest with respect to\nthe Aircraft is provided to Lessee under the Lease. |\n\n  \n\n\n- 63 -", "source": "agreement_5.md" }, { "id": "1935", "text": "| | | |\n| --- | --- | --- |\n|   |      | Lessee shall not file a tax return that is inconsistent with the provisions of this Section 15.9(b). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Section 1110: Lessee acknowledges that Lessor would not have entered into the Lease unless it had available to it the benefits of a lessor under Section 1110 of Title 11 of the\nU.S.C. Lessee covenants and agrees with Lessor that to better ensure the availability of such benefits, Lessee shall support any motion, petition or application filed by Lessor with any bankruptcy court having jurisdiction over Lessee whereby Lessor\nseeks recovery of possession of the Aircraft under and in accordance with said Section 1110 and shall not in any way oppose such action by Lessor unless Lessee shall have complied with the requirements of said Section 1110 to be fulfilled in order\nto entitle Lessee to continued use and possession of the Aircraft under the Lease. In the event said Section 1110 is amended, or if it is repealed and another statute is enacted in lieu thereof, Lessor and Lessee agree to amend the Lease and take\nsuch other action not inconsistent with the Lease as Lessor reasonably requests so as to afford to Lessor the rights and benefits as such amended or substituted statute confers upon owners and lessors of aircraft similarly situated to Lessor.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.10 | **Beneficiaries** |", "source": "agreement_5.md" }, { "id": "1936", "text": "| | |\n| --- | --- |\n| 15.10 | **Beneficiaries** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n|    | The Lease shall be binding upon and inure to the benefit of Lessor, Lessee and their permitted successors and assigns. All rights expressed to be granted to each Indemnitee (other\nthan Lessor) under the Lease are given to Lessor on behalf of that Indemnitee, and each Indemnitee is an express third party beneficiary thereof. Except for Lessor, GECAS, Financing Parties’ Representative, each Indemnitee and each Tax\nIndemnitee, no other Person shall be a third party beneficiary of the Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.11 | **Counterparts** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n|    | The Lease (including the Aircraft Lease Agreement and this CTA) may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together\nshall constitute one and the same instrument. To the extent, if any, that the Lease constitutes chattel paper (as such term is defined in the UCC as in effect in any applicable jurisdiction), no security interest in the Lease may be created through\nthe transfer or possession of any counterpart other than the original counterpart, which shall be identified as the counterpart designated as the “original” on the signature page of the Aircraft Lease Agreement by Lessor.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 15.12 | **Language** |", "source": "agreement_5.md" }, { "id": "1937", "text": "| | |\n| --- | --- |\n| 15.12 | **Language** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n|    | All notices to be given under the Lease will be in English. All documents delivered to Lessor pursuant to the Lease (including without limitation any documents to be delivered\npursuant to the Conditions Precedent) will be in English, or if not in English, will be accompanied by a certified English translation. If there is any inconsistency between the English version of the Lease and any version in any other language, the\nEnglish version will prevail. |\n\n  \n\n\n- 64 -", "source": "agreement_5.md" }, { "id": "1938", "text": "| | |\n| --- | --- |\n| 15.13 | **Survival** |\n\n  \n\n Lessee’s obligations under Section 3 of the applicable Part of Schedule 4, under Sections 5.6, 5.7, 5.10, 5.11, 5.17, 5.21, 9.5, 10, 12, 13.2 and 15\nand under any other provision of the Lease providing for an obligation on the part of Lessee to indemnify Lessor or any other Indemnitee shall survive the expiration or any termination of the Lease and continue in full force and effect. \n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| 16. | DISCLAIMERS AND WAIVERS |", "source": "agreement_5.md" }, { "id": "1939", "text": "| | |\n| --- | --- |\n| 16. | DISCLAIMERS AND WAIVERS |\n\n  \n\n LESSOR AND LESSEE AGREE THAT THE DISCLAIMERS, WAIVERS AND CONFIRMATIONS SET FORTH IN SECTIONS 16.1 THROUGH 16.4 BELOW SHALL APPLY AT ALL TIMES DURING THE\nTERM. LESSEE’S ACCEPTANCE OF THE AIRCRAFT IN ACCORDANCE WITH SECTION 4.3 SHALL BE CONCLUSIVE EVIDENCE, AS BETWEEN LESSOR AND LESSEE, THAT LESSEE HAS INSPECTED AND ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY ACCEPTED THE AIRCRAFT, THE ENGINES\nAND EVERY PART THEREOF FOR ALL PURPOSES UNDER THE LEASE, BUT SUCH ACCEPTANCE SHALL BE WITHOUT PREJUDICE TO LESSEE’S RIGHT TO ENFORCE LESSOR’S PERFORMANCE OF ANY WRITTEN UNDERTAKING THAT LESSOR MAY MAKE CONTEMPORANEOUSLY WITH SUCH\nACCEPTANCE OR ANY RIGHT LESSEE MAY HAVE TO PURSUE AGAINST ANY THIRD PARTY ANY CLAIM LESSEE MAY HAVE WITH RESPECT TO THE CONDITION OF THE AIRCRAFT, THE ENGINES, ANY PART OR THE AIRCRAFT DOCUMENTS AND RECORDS. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 16.1 | **Exclusion** |\n\n  \n\n THE AIRCRAFT IS LEASED AND DELIVERED UNDER THE LEASE “AS-IS, WHERE- IS,” AND LESSEE AGREES AND ACKNOWLEDGES THAT:", "source": "agreement_5.md" }, { "id": "1940", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | LESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE DEEMED TO HAVE ACCEPTED, MADE OR GIVEN (WHETHER BY VIRTUE OF HAVING DONE OR FAILED\nTO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THE LEASE OR OTHERWISE), ANY GUARANTEES, COVENANTS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO, THE AIRCRAFT OR ANY ENGINE OR PART OR\nANY SERVICES PROVIDED BY LESSOR UNDER THE LEASE, INCLUDING (BUT NOT LIMITED TO) THE TITLE, DESCRIPTION, AIRWORTHINESS, COMPLIANCE WITH SPECIFICATIONS, OPERATION, MERCHANTABILITY, QUALITY, FREEDOM FROM INFRINGEMENT OF PATENT, COPYRIGHT, TRADEMARK OR\nOTHER PROPRIETARY RIGHTS, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, VALUE, \n |\n\n  \n\n\n- 65 -", "source": "agreement_5.md" }, { "id": "1941", "text": "| | |\n| --- | --- |\n|   | \nDURABILITY, DATE PROCESSING, CONDITION, OR DESIGN, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR\nNOT DISCOVERABLE, OR AS TO ANY OTHER MATTER WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE) WITH RESPECT TO THE AIRCRAFT, ANY ENGINE OR ANY PART OR ANY SERVICES\nPROVIDED BY LESSOR UNDER THE LEASE; AND |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | LESSOR SHALL NOT HAVE ANY OBLIGATION OR LIABILITY WHATSOEVER TO LESSEE (WHETHER ARISING IN CONTRACT OR IN TORT, AND WHETHER ARISING BY REFERENCE TO NEGLIGENCE, MISREPRESENTATION OR\nSTRICT LIABILITY OF LESSOR OR OTHERWISE) FOR: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY\nANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH (EXCEPT FOR DIRECT DAMAGES DUE TO LESSOR’S BREACH AS AND TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 4.4 OR 7.1 HEREOF); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO; |", "source": "agreement_5.md" }, { "id": "1942", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR ANY OTHER DIRECT (EXCEPT FOR DIRECT DAMAGES DUE TO LESSOR’S BREACH AS AND TO THE EXTENT EXPRESSLY\nPROVIDED IN SECTION 4.4 OR 7.1 HEREOF), INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT, ANY ENGINE OR ANY PART. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 16.2 | **Waiver** |\n\n  \n\n EXCEPT FOR CONDITIONS, WARRANTIES OR RIGHTS EXPRESSLY PROVIDED IN THE LEASE, LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND LESSOR, ALL ITS RIGHTS IN RESPECT\nOF ANY CONDITION, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF LESSOR AND ALL CLAIMS AGAINST LESSOR HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF ANY OF THE MATTERS REFERRED TO IN SECTION 16.1. \n\n  \n\n\n- 66 -", "source": "agreement_5.md" }, { "id": "1943", "text": "| | |\n| --- | --- |\n| 16.3 | **Disclaimer of Consequential Damages** |\n\n  \n\n LESSEE AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, FOR INTERRUPTION\nOF SERVICE, LOSS OF BUSINESS, LOST PROFITS OR REVENUES OR CONSEQUENTIAL DAMAGES (AS DEFINED IN SECTION 2A-520 OF THE UCC OR OTHERWISE) OR ANY SPECIAL OR INCIDENTAL OR INDIRECT DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY LESSOR OF ANY OF\nTHE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF LESSOR CONTAINED IN THE LEASE (INCLUDING A BREACH BY LESSOR UNDER SECTION 4.4 OR SECTION 7.1). \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 16.4 | **Confirmation** |\n\n  \n\n LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF THIS SECTION 16 AND ACKNOWLEDGES THAT RENT AND OTHER AMOUNTS PAYABLE UNDER THE LEASE HAVE BEEN\nCALCULATED BASED ON ITS PROVISIONS. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 17. | BROKERS AND OTHER THIRD PARTIES |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 17.1 | **No Brokers** |\n\n  \n\n Each of the parties hereby represents and warrants to the other that it has not paid, agreed to pay or caused to be paid directly or indirectly in any\nform, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of the Lease, to any Person (other than fees payable to legal advisers or portfolio services).", "source": "agreement_5.md" }, { "id": "1944", "text": "| | |\n| --- | --- |\n| 17.2 | **Indemnity** |\n\n  \n\n Each party agrees to indemnify and hold the other harmless from and against any and all claims, suits, damages, costs and expenses (including, reasonable\nlegal fees and expenses) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon the Lease or the Aircraft, if such claim, suit, damage, cost or expense arises out of any breach by\nthe indemnifying party, its employees or agents of Section 17.1. \n\n  \n\n\n- 67 -", "source": "agreement_5.md" }, { "id": "1945", "text": "IN WITNESS WHEREOF, the parties hereto have executed this Common Terms Agreement on the date shown at the beginning of\nthe document. \n\n  \n\n LESSOR: \n\n  \n\n\n\n\n| |\n| --- |\n| AVIATION FINANCIAL SERVICES INC. |\n| | |\n| By: |   | /s/ Charles H. Meyer |\n|   | \n\n---\n\n |\n| Name: |   | Charles H. Meyer |\n| Title: |   | Vice President |\n\n  \n\n LESSEE: \n\n  \n\n\n\n\n| |\n| --- |\n| AIRTRAN AIRWAYS, INC. |\n| | |\n| By: |   | /s/ Richard P. Magurno |\n|   | \n\n---\n\n |\n| Name: |   | Richard P. Magurno |\n| Title: |   | Sr. Vice President, General Counsel & Secretary |\n\n  \n\n\n- S -", "source": "agreement_5.md" }, { "id": "1946", "text": "**SCHEDULE 1** \n\n **DEFINITIONS** \n\n  \n\n The following words and\nexpressions have the respective meanings set forth below: \n\n  \n\n **Act** means\nthe Federal Aviation Act of 1958, as amended, and as recodified in Title 49 of the U.S.C. pursuant to Public Law 103-272, or any similar legislation of the United States as enacted in substitution or replacement thereof. \n\n  \n\n **AD Compliance Period** has the meaning given in the Aircraft Lease Agreement.\n\n\n  \n\n **Affiliate** means as to any Person, any other Person that, directly or\nindirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 50% or more of the securities\nhaving ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.", "source": "agreement_5.md" }, { "id": "1947", "text": "**After-Tax Basis** means in the case of any amount payable on an “After-Tax\nBasis” to or for the benefit of any Person (including any amount payable pursuant to this definition), that the total amount otherwise payable will be increased so that, after deduction of the net amount of all Taxes required to be paid by such\nPerson with respect to the receipt or accrual by it of such amount (whether such Taxes are payable in the year in which such amount is received or accrued or in one or more subsequent years), taking into account all related Tax credits and\ndeductions (whether such Tax credits and deductions are used in the year in which such amount is received or accrued or in one or more subsequent years), the Person entitled to the payment will actually receive the amount otherwise required to be\npaid. \n\n  \n\n **Agreed Value** has the meaning given in the Aircraft Lease\nAgreement. \n\n  \n\n **Air Authority** means the FAA. \n\n  \n\n **Aircraft** has the meaning given in the Aircraft Lease Agreement \n\n  \n\n **Aircraft Documents and Records** means the documents, data and records identified in the\nlist attached to the Certificate of Acceptance, and any other documents and records required to be maintained by Lessee in connection with Lessee’s obligations under Section 8.8, and all additions, renewals, revisions and replacements from time\nto time made to any of the foregoing in accordance with the Lease. \n\n  \n\n **Aircraft\nLease Agreement** means an aircraft lease agreement entered or to be entered into between Lessor and Lessee. \n\n  \n\n **Airframe** means the Aircraft, excluding the Engines and Aircraft Documents and Records. \n\n  \n\n **Airframe Structural Check** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n\n1-1", "source": "agreement_5.md" }, { "id": "1948", "text": "**Airframe Supplemental Rent** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Airworthiness Directive** means an airworthiness directive issued by the Air Authority\nand any service bulletin designated by the State of Design or the Air Authority as “mandatory”. \n\n  \n\n **Annual Supplemental Rent Adjustment** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Appraisal Procedure** means the following procedure for determining the “fair market rental value” of the Aircraft pursuant to Section 13 of the CTA: (a)\nLessor shall select an independent, qualified aircraft appraiser in its sole and absolute discretion who shall make a determination of “fair market rental value” of the Aircraft; and (b) the reasonable fees and expenses of such appraiser\nshall be paid by Lessee. “Fair market rental value” shall mean the value determined by an appraisal completed on an “as-is” and “where-is” basis. \n\n  \n\n **APU** means the auxiliary power unit installed on the Aircraft on the Delivery Date and any replacement auxiliary power unit installed\non the Aircraft and title to which is transferred to Owner in accordance with the Lease. \n\n  \n\n **APU Supplemental Rent** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Assumed Ratio** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Assumed Utilization** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n\n**Assumed Utilization Adjustment Threshold** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Assignment** means the Assignment, Assumption and Release Agreement to be entered into between Lessor and the assignee named therein in\nconnection with a Transfer in compliance with Section 14.2 of the CTA, in substantially the form of Schedule 13.", "source": "agreement_5.md" }, { "id": "1949", "text": "**Business Day** means any day other than a Saturday, Sunday or other day on which banking institutions in New York, New York or Orlando, Florida are authorized or\nrequired by Law to be closed. \n\n  \n\n **“C” Check** means a “C”\ncheck in accordance with the Lessee’s Maintenance Program (and the Manufacturer’s Maintenance Planning Document, to the extent Lessee’s Maintenance Program does not conform to the requirements of the Manufacturer’s Maintenance\nPlanning Document) in effect on the relevant date. \n\n  \n\n **Certificate of\nAcceptance** means a certificate of acceptance in the form of Schedule 5. \n\n  \n\n **Certificated Air Carrier** means any Person (except the United States Government) that is a “citizen of the United States of America” (as defined in Section 40102 of Title 49 of the U.S.C.) and holding a Certificate of Public\nConvenience and Necessity issued under Section 41102 of \n\n  \n\n\n1-2", "source": "agreement_5.md" }, { "id": "1950", "text": "Title 49 of U.S.C. by the Department of Transportation or any predecessor or successor agency thereto, and an air carrier\noperating certificate issued pursuant to Chapter 447 of Title 49 of U.S.C. or, in the event such certificates shall no longer be applicable, any Person (except the United States Government) that is a citizen of the United States (as defined in\nSection 40102 of Title 49 of the U.S.C.) and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial\njet aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Lessor, as a lessor, to the benefits of Section 1110 of Title 11 of U.S.C. with respect to the Aircraft assuming\nsuch benefits are then available to lessors under Law. \n\n  \n\n **Common Terms\nAgreement or CTA** has the meaning given in the heading hereof. \n\n  \n\n **Conditions Precedent** means the conditions specified in Schedule 3. \n\n  \n\n **CSO** means Cycles since overhaul. \n\n  \n\n **Cycle** means one\ntake-off and landing of the Aircraft. \n\n  \n\n **Damage Notification Threshold** has\nthe meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Deductible Amount**\nhas the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Default** means\nany Event of Default or any event or circumstance that, with the giving of notice and/or lapse of time and/or determination of materiality and/or fulfillment of any other condition, would constitute an Event of Default.", "source": "agreement_5.md" }, { "id": "1951", "text": "**Defect** means any defect, discrepancy or non-conformity with the Delivery Condition\nRequirements notified by Lessee to Lessor during the Pre-Delivery Procedure. \n\n  \n\n **Delivery** means delivery of the Aircraft by Lessor to Lessee under the Lease. \n\n  \n\n **Delivery Condition Requirements** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Delivery Date** means the date on which Delivery occurs. \n\n  \n\n **Delivery Location** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n\n**Deposit** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Discount Rate** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Dollars and $** means the lawful currency of the United States of America. \n\n  \n\n\n**Early Termination Date**, if applicable, has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n\n1-3", "source": "agreement_5.md" }, { "id": "1952", "text": "**Engine** means, whether or not installed on the Aircraft: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | each engine of the manufacture and model specified in the Aircraft Lease Agreement for the Aircraft which Lessor offers to Lessee for delivery with the Airframe on the Delivery\nDate, such engines being described as to serial numbers on the Certificate of Acceptance; and |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | any Replacement Engine, with effect from the time when title thereto has passed to Owner in accordance with the Lease; |\n\n  \n\n and in each case includes all modules and Parts from time to time belonging to or installed\nin that engine but excludes any properly replaced engine, title to which should have passed to Lessee pursuant to the Lease. \n\n  \n\n **Engine Agreed Value** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Engine Cycle** means operation of an engine on an aircraft from and including a take-off to and including the landing of that aircraft.\n\n\n  \n\n **Engine Event of Loss** means the occurrence, with respect to the Engine\nonly, whether or not installed on the Airframe, of any of those events described in the definition of Event of Loss. \n\n  \n\n **Engine Flight Hour** means each hour or part thereof an Engine is operated, elapsing from the moment the wheels of an aircraft on which such Engine is installed\nleave the ground until the wheels of such aircraft next touch the ground. \n\n  \n\n **Engine LLP Replacement** has the meaning given in Section 7.2(b). \n\n  \n\n **Engine LLP Supplemental Rent** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Engine Refurbishment** has the meaning given in the Aircraft Lease Agreement.", "source": "agreement_5.md" }, { "id": "1953", "text": "**Engine Refurbishment** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Engine Supplemental Rent** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Engine Thrust Setting** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Equipment Change** has the meaning given in Section 8.12. \n\n  \n\n **ERISA** means the Employee Retirement Income Security Act of 1974, as amended.\n\n\n  \n\n **Event of Default** means any event or condition specified in Schedule 9.\n\n\n  \n\n **Event of Loss** means with respect to the Aircraft (including for the\npurposes of this definition the Airframe): \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | the actual or constructive, compromised, arranged or agreed total loss of the Aircraft; or |\n\n  \n\n\n1-4", "source": "agreement_5.md" }, { "id": "1954", "text": "| | |\n| --- | --- |\n| (b) | the Aircraft being destroyed, damaged beyond economic repair or permanently rendered unfit for normal use by Lessee; or |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (c) | the Aircraft being condemned, confiscated or requisitioned for title, or title to the Aircraft being otherwise compulsorily acquired by the government of the State of Registry or\nany other Government Entity, in each case for more than ninety (90) days; or |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (d) | the Aircraft disappearing, being hijacked, stolen, detained, seized or requisitioned for use or hire for the lesser of (i) a period of more than ninety (90) days or (ii) a period\nequal to or exceeding the remaining balance of the Term; or |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (e) | as a result of any rule, regulation, order or other action by the Air Authority, the use of the Aircraft by Lessee or any sublessee or Permitted Sub-Lessee shall have been\nprohibited for a period of one hundred eighty (180) days, unless Lessee or a sublessee or Permitted Sub-Lessee is diligently attempting to remove the cause of such prohibition, in which case the period shall be extended to three hundred sixty-five\n(365) days. Notwithstanding the preceding clause (d), requisition for use by the United States government shall not be deemed an Event of Loss unless it extends beyond the Expiry Date. |", "source": "agreement_5.md" }, { "id": "1955", "text": "**Expiry Date** means the Scheduled Expiry Date or, if extended pursuant to the Lease, the\nExtended Expiry Date, or, if reduced pursuant to the Lease, the Early Termination Date, or, if earlier than any of the foregoing, (i) the date when Lessor acting in accordance with the provisions of the Lease, terminates the leasing of the Aircraft\nto Lessee under the Lease, or (ii) subject to the provisions of Section 11.1 and 11.2, the date when Lessor receives the Agreed Value together with any other amounts then due and unpaid under the Lease and the Other Agreements following an Event of\nLoss; provided that if the Term is extended pursuant to Section 12.2, the Expiry Date shall be extended to the date to which the Term is extended pursuant to Section 12.2. \n\n  \n\n **Extended Expiry Date**, if applicable, has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **FAA** means the Federal Aviation Administration of the United States of America and any\nsuccessor thereof. \n\n  \n\n **FAR** means the Federal Aviation Regulations set forth\nin Title 14 of the United States Code of Federal Regulations, as amended and modified from time to time. \n\n  \n\n **Final Delivery Date** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Final Inspection** has the meaning given in Section 1.1 of Schedule 6. \n\n  \n\n **Financial Indebtedness** means any indebtedness in respect of: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | moneys borrowed or raised; |", "source": "agreement_5.md" }, { "id": "1956", "text": "| | |\n| --- | --- |\n| (a) | moneys borrowed or raised; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | any liability under any debenture, bond, note, loan stock, acceptance, documentary credit or other security; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (c) | the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession (exclusive of trade payables); or |\n\n  \n\n  \n\n\n1-5", "source": "agreement_5.md" }, { "id": "1957", "text": "| | |\n| --- | --- |\n| (d) | any guarantee, indemnity or similar assurance against financial loss of any Person in respect of amounts referenced in clauses (a), (b) and (c) above. |\n\n  \n\n **Financial Information means**: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | if requested by Lessor, the consolidated management accounts of each of Lessee and Guarantor (in Dollars, and comprising a balance sheet and profit and loss statement and cash flow\nstatements, as well as operational statistics for available seat miles, revenue passenger miles and total passengers) in English prepared for the most recent previous fiscal quarter certified by a qualified financial officer of each of Lessee and\nGuarantor as fairly presenting its financial condition and results of operation in accordance with GAAP (subject to year-end adjustments); and |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | as soon as published but not in any event later than 120 days after the last day of each fiscal year of each of Lessee and Guarantor, the audited consolidated financial statements\nof each of Lessee and Guarantor (consisting of a balance sheet and statements of operations and of retained earnings and cash flows), prepared for the fiscal year then most recently ended certified by the independent auditors of each of Lessee and\nGuarantor without qualification. |\n\n  \n\n **Financing Documents**\nmeans any mortgage, lease assignment, loan agreement, conditional sale agreement, head lease or any other documents entered into by Lessor or Owner with any Financing Party in connection with Lessor’s or Owner’s financing of the Aircraft.", "source": "agreement_5.md" }, { "id": "1958", "text": "**Financing Parties** means any Person or Persons from time to time\nnotified by Lessor to Lessee as providing finance, or participating in a transaction providing finance, to Lessor or Owner in respect of its acquisition, ownership or leasing of the Aircraft, whether by way of loan, superior lease or otherwise.\n\n\n  \n\n **Financing Parties’ Representative** means any one or more Financing\nParties from time to time notified to Lessee as being the Financing Parties’ Representative. \n\n  \n\n **Financing Statements** means Uniform Commercial Code Financing Statements in respect of the Lease and the Aircraft and Engines leased thereunder prepared in a form acceptable for filing with the applicable\nGovernment Entities in the State of Incorporation. \n\n  \n\n **Flight Hour** means\neach hour or part thereof elapsing from the moment the wheels of the Aircraft leave the ground on take off until the wheels of the Aircraft next touch the ground. \n\n  \n\n **FOD** means foreign object damage. \n\n  \n\n **GAAP** means generally accepted accounting principles in the United States. \n\n  \n\n\n**GE Capital** means General Electric Capital Corporation. \n\n  \n\n **GECAS** means either or both of GE Capital Aviation Services, Limited and GE Capital Aviation Services, Inc. \n\n  \n\n\n1-6", "source": "agreement_5.md" }, { "id": "1959", "text": "**Geneva Convention** means the Convention for the International Recognition of Rights in Aircraft, signed (ad\nreferendum) at Geneva, Switzerland, on June 19, 1948, and amended from time to time, but excluding the terms of any adhesion thereto or ratification thereof containing reservations to which the United States of America does not accede. \n\n\n \n\n **Governing Law** means the Laws of the State of New York, United States of America, as\napplied to contracts to be performed wholly within the State of New York (exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this CTA). \n\n  \n\n Government Entity means: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | any national government, political subdivision thereof, or local jurisdiction therein; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | any instrumentality, board, commission, court, or agency of any of the above, however constituted; and |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (c) | any association, organization, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a\nparticipant. |\n\n  \n\n **Guarantee** means, if applicable, a guarantee\nin the form of Schedule 10 from Guarantor if such guarantee is required by the Aircraft Lease Agreement; and references to the Guarantee include references to any replacement or re-issued guarantee. \n\n  \n\n **Guarantor** means, if applicable, the Person identified as such in the Aircraft Lease\nAgreement. \n\n  \n\n **Habitual Base** has the meaning given in the Aircraft Lease\nAgreement.", "source": "agreement_5.md" }, { "id": "1960", "text": "**Habitual Base** has the meaning given in the Aircraft Lease\nAgreement. \n\n  \n\n **Indemnitee** has the meaning given in the Aircraft Lease\nAgreement. \n\n  \n\n **Insurance** means insurance in respect of the Aircraft\nrequired by Section 9 and Schedule 7. \n\n  \n\n **Interest Rate** has the meaning\ngiven in the Aircraft Lease Agreement. \n\n  \n\n **Landing Gear** means the landing\ngear assembly of the Aircraft excluding any rotable components. \n\n  \n\n **Landing\nGear Supplemental Rent** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Law** means and includes (a) any statute, decree, constitution, regulation, order, judgment or other legally binding directive of any Government Entity; (b) any treaty, pact, compact or other agreement to which any Government Entity is\na signatory or party; (c) any legally binding judicial or administrative interpretation or application of any Law described in (a) or (b) above by a court or administrative agency of competent jurisdiction; and (d) any amendment or revision of any\nLaw described in (a), (b) or (c) above. \n\n  \n\n **LC Amount** has the meaning given\nin the Aircraft Lease Agreement. \n\n  \n\n **Lease** has the meaning given in the\nAircraft Lease Agreement. \n\n  \n\n\n1-7", "source": "agreement_5.md" }, { "id": "1961", "text": "**Lease Supplement** means any Lease Supplement executed and delivered with respect to the Lease. \n\n  \n\n **Lease Supplement No. 1** means a Lease Supplement No. 1 substantially in the form of\nSchedule 14. \n\n  \n\n **Lessee** means the Person named as Lessee in the\napplicable Aircraft Lease Agreement. \n\n  \n\n **Lessee Affiliate** means any\nSubsidiary or other Affiliate for the time being of Lessee*.* \n\n  \n\n **Lessee\nConditions Precedent** means the conditions specified in Part B of Schedule 3. \n\n  \n\n **Lessee’s Maintenance Program** means the Maintenance Program, as at the date of the Aircraft Lease Agreement, specifically approved by the Air Authority for Lessee’s maintenance of the Aircraft and as the same may thereafter\nbe modified from time to time by Lessee in accordance with the rules and regulations of the Air Authority. \n\n  \n\n **Lessor** means the Person named as Lessor in the Aircraft Lease Agreement. \n\n  \n\n **Lessor Conditions Precedent** means the conditions specified in Part A of Schedule 3. \n\n  \n\n **Lessor Lien** means any Security Interest whatsoever from time to time created by Lessor or Owner in connection with the financing of\nthe Aircraft and any other Security Interest in the Aircraft which results from acts of or claims against Lessor or Owner (or any Person claiming by, through or under Lessor) not related to the transactions contemplated by or permitted under the\nLease. \n\n  \n\n **Lessor/Owner Tax Jurisdiction** has the meaning given in the\nAircraft Lease Agreement. \n\n  \n\n **Lessor Taxes** means Taxes for which Lessee is\nnot obligated to indemnify Lessor and/or Owner and/or a Financing Party as provided in Section 5.7(c).", "source": "agreement_5.md" }, { "id": "1962", "text": "**Letter of Credit** means any letter of credit issued in relation to the Lease pursuant to Section 5.14 and any replacement or renewal of that letter of credit. \n\n  \n\n **Losses** means any and all reasonable costs and expenses (including any and all\nreasonable legal fees and expenses and the fees and expenses of other professional advisers), claims, proceedings, losses, liabilities, obligations, damages (whether direct, indirect, special, incidental or consequential), suits, judgments, fees,\npenalties or fines (whether criminal or civil) of any kind or nature whatsoever, including any of the foregoing arising or imposed with or without any Indemnitee’s fault or negligence, whether passive or active or under the doctrine of strict\nliability. \n\n  \n\n **Maintenance Contributions** means, as and if applicable, all\namounts payable by Lessor pursuant to Section 7.2. \n\n  \n\n\n1-8", "source": "agreement_5.md" }, { "id": "1963", "text": "**Maintenance Performer** means such Person as is approved by the FAA to perform maintenance and/or modification\nservices on commercial aircraft and/or commercial aircraft engines, which Person shall have recognized standing and experience, suitable facilities and equipment to perform such services on aircraft and/or engines of the same or improved model as\nthe Aircraft or, in the case of engines, the Engines. \n\n  \n\n **Maintenance\nProgram** means an Air Authority approved maintenance program for the Aircraft in accordance with the Manufacturer’s and/or the OEM’s specifications, requirements, service bulletins, planning documents, maintenance manuals and documents\nand encompassing scheduled maintenance (including block maintenance), condition-monitored maintenance, and/or on-condition maintenance of Airframe, Engines and Parts, including servicing, testing, preventive maintenance, repairs, structural\ninspections, system checks, overhauls, approved modifications, service bulletins, engineering orders, airworthiness directives, corrosion control, inspections and treatments. \n\n  \n\n **Major Checks** means any C check, multiple C check or heavier check (including structural inspections and CPCP) recommended for\ncommercial aircraft of the same model as the Aircraft by its manufacturer (however denominated) as set out in the Lessee’s Maintenance Program. \n\n  \n\n **Major Maintenance Program Revision** means a change from an MSG-2 to an MSG-3 program, a change from a block to a phased program and any other major change to\nLessee’s Maintenance Program of a similar nature. \n\n  \n\n **Manufacturer** has\nthe meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Manufacturer’s\nMaintenance Planning Document** means the recommended maintenance program for the Aircraft issued by the Manufacturer as in effect at the time of any applicable determination. \n\n  \n\n **Minimum APU Limit** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Minimum Component Calendar Life** has the meaning given in the Aircraft Lease Agreement.", "source": "agreement_5.md" }, { "id": "1964", "text": "**Minimum Component Calendar Life** has the meaning given in the Aircraft Lease Agreement.\n\n\n  \n\n **Minimum Component Cycles** has the meaning given in the Aircraft Lease\nAgreement. \n\n  \n\n **Minimum Component Flight Hours** has the meaning given in the\nAircraft Lease Agreement. \n\n  \n\n **Minimum Engine Cycles** has the meaning given\nin the Aircraft Lease Agreement. \n\n  \n\n **Minimum Engine LLP Cycles** has the\nmeaning given in the Aircraft Lease Agreement. \n\n  \n\n **Minimum Engine Flight Hours**has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Minimum Landing\nGear Calendar Time** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n\n1-9", "source": "agreement_5.md" }, { "id": "1965", "text": "**Minimum Landing Gear Cycles** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Minimum Landing Gear Flight Hours** has the meaning given in the Aircraft Lease\nAgreement. \n\n  \n\n **Minimum Liability Coverage** has the meaning given in the\nAircraft Lease Agreement. \n\n  \n\n **Nameplate Inscription** means the inscription\nto be included on the Nameplates as requested by Lessor from time to time. \n\n  \n\n **Nameplates** means the fireproof plates to be installed on the Aircraft in accordance with Section 8.6(a). \n\n  \n\n **OEM** means, in relation to any Part, the original equipment manufacturer of such Part. \n\n  \n\n **Other Agreements** means any lease, financing or purchase agreement in respect of aircraft or engines, or any maintenance cost per hour\nagreement or spare parts related lease or financing agreement from time to time entered into between Owner (or any Affiliate of Owner) and/or Lessor (or any Affiliate of Lessor), on the one hand, and Lessee (or any Lessee Affiliate), on the other\nhand. \n\n  \n\n **Owner** has the meaning given in the Aircraft Lease Agreement.\n\n\n  \n\n **Part** means, whether or not installed on the Aircraft: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | any module, component, furnishing or equipment (other than a complete Engine or engine) incorporated or installed in or attached to or furnished with the Aircraft on the Delivery\nDate or thereafter if paid for or otherwise provided by or on behalf of Lessor; and |", "source": "agreement_5.md" }, { "id": "1966", "text": "| | |\n| --- | --- |\n| (b) | any other module, component, furnishing or equipment (other than a complete Engine or engine), with effect from the time when title thereto has passed to Owner pursuant to the\nLease; |\n\n  \n\n but excludes any such items title to which has passed to\nLessee pursuant to the Lease. \n\n  \n\n **Part 36 or FAR Part 36** means Part 36 of\nthe FAR, as amended or modified from time to time. \n\n  \n\n **Part 121 or FAR Part\n121** means Part 121 of the FAR, as amended or modified from time to time. \n\n  \n\n Permitted Lien means: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | any lien for Taxes not assessed or, if assessed, not yet due and payable, or being diligently contested in good faith by appropriate proceedings; |\n\n  \n\n\n1-10", "source": "agreement_5.md" }, { "id": "1967", "text": "| | |\n| --- | --- |\n| (b) | any lien of a repairer, mechanic, hangar-keeper or other similar lien arising in the ordinary course of business by operation of Law in respect of obligations which are not overdue\nor are being diligently contested in good faith by appropriate proceedings; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (c) | any Lessor Lien; and |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (d) | the rights of others under any sub-lease or arrangements to the extent expressly permitted under Section 8.4. |\n\n  \n\n but only if (in the case of both (a) and (b)) (i) adequate reserves have been provided by\nLessee for the payment of such Taxes or obligations; and (ii) such proceedings, or the continued existence of the lien, do not give rise to any material risk of any sale, forfeiture or other loss of the Aircraft or any interest therein or any risk\nof criminal liability on the part of Lessor or Owner. \n\n  \n\n **Permitted\nSub-Lease** means any sub-lease of the Aircraft to a Permitted Sub-Lessee which meets all of the conditions specified in Section 8.4(b).", "source": "agreement_5.md" }, { "id": "1968", "text": "**Permitted Sub-Lessee** means (a) a Certificated Air Carrier that (1) is paying its debts as they become due, (2) is not subject to any bankruptcy, insolvency or\nsimilar proceedings, and has not announced that any such proceedings are under consideration, and (3) is not in default in any material obligations owing to Lessor or any Lessor Affiliate, and (4) has no pending request for, and is not in\ndiscussions with Lessor or a Lessor Affiliate concerning, a rescheduling of rent or other payment obligations to Lessor or any Lessor Affiliate, and (b) any Person as to which Lessor given its prior written consent in accordance with Section\n8.4(a)(i). \n\n  \n\n **Person** means any individual person, any form of corporate or\nbusiness association, trust, Government Entity, or organization or association of which any of the above is a member or a participant. \n\n  \n\n **Pre-Approved Bank** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n\n**Pre-Delivery Procedure** means the procedure leading to Delivery as specified in Schedule 4. \n\n  \n\n **Purchase Price** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Redelivery Check** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Redelivery Location** has the meaning given in the Aircraft Lease Agreement.", "source": "agreement_5.md" }, { "id": "1969", "text": "**Redelivery Location** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Regulations** means, in the case of Lessee, any Law or regulation, or any official\ndirective, recommendation or mandatory requirement having the force of law or any material contractual undertaking, or airworthiness requirements or limitations which applies to Lessee or the Aircraft and, in the case of Lessor, any Law or\nregulation, or any official directive or recommendation or mandatory requirement which applies to Lessor, Owner, Financing Parties’ Representative or GECAS. \n\n  \n\n\n1-11", "source": "agreement_5.md" }, { "id": "1970", "text": "**Rent** means all amounts payable pursuant to Section 5.3. \n\n  \n\n **Rental Period** means each period ascertained in accordance with Section 5.2.\n\n\n  \n\n **Rent Commencement Date** means the date on which Lessor tenders the\nAircraft for Delivery to Lessee under and in accordance with Sections 3.1 and 4.3(a), or under and in accordance with Section 4.1(b)(ii). \n\n  \n\n **Rent Date** means the first day of each Rental Period. \n\n  \n\n **Replacement Engine** means an “Engine” that has duly replaced an “Engine” in accordance with the requirements of Section 8.11(b). \n\n  \n\n **Required EGT Margin** has the meaning given in the Aircraft Lease Agreement. \n\n\n \n\n **Required LC Expiry Date** means the date being thirty-one (31) days after the Expiry\nDate. \n\n  \n\n **Return Occasion** means the date on which the Aircraft is\nredelivered to Lessor in accordance with Section 12. \n\n  \n\n **Scheduled Delivery\nDate** means the date specified therefore in the Aircraft Lease Agreement or, if no such date is specified, the date notified by Lessor pursuant to and in accordance with Section 4.1(a). \n\n  \n\n **Scheduled Delivery Month** means the month specified therefore in the Aircraft Lease\nAgreement, if such month is so specified. \n\n  \n\n **Scheduled Expiry Date** has the\nmeaning given in the Aircraft Lease Agreement. \n\n  \n\n **Security Assignment** has\nthe meaning given in Section 14.2.", "source": "agreement_5.md" }, { "id": "1971", "text": "**Security Assignment** has\nthe meaning given in Section 14.2. \n\n  \n\n **Security Interest** means any\nmortgage, chattel mortgage, security interest, charge, pledge, lien, conditional sale agreement, title retention agreement, equipment trust agreement, encumbrance, assignment, hypothecation, right of detention or any other agreement or arrangement\nhaving the effect of conferring security. \n\n  \n\n **Significant Default** means (a)\nany Default which, with the giving of notice and/or lapse of time, would constitute any of the Events of Default referred to in paragraphs (a), (d), (e) or (h) or clause (i) of paragraph (j) of Schedule 9, or (b) the failure at the relevant time of\nany Guarantee required pursuant to Section 5.15 hereof to remain, in any material respect, in full force and effect. \n\n  \n\n **SRM** has the meaning given in the introductory paragraph to Schedule 6. \n\n  \n\n **State of Design** means the state having jurisdiction over the Person responsible for the type design of the Aircraft or any Engine or Part. \n\n  \n\n\n1-12", "source": "agreement_5.md" }, { "id": "1972", "text": "**State of Incorporation** means the state of organization of Lessee as identified in the heading of the Aircraft\nLease Agreement. \n\n  \n\n **State of Registry** has the meaning given in the\nAircraft Lease Agreement. \n\n  \n\n **Subsidiary means**: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | in relation to any reference to financial statements, any Person whose financial statements are consolidated with the accounts of Lessee in accordance with GAAP; or\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | for any other purpose, an entity from time to time of which another has direct or indirect control or owns directly or indirectly more than fifty percent (50%) of the voting share\ncapital. |\n\n  \n\n **Supplemental Rent** has the meaning given in the\nAircraft Lease Agreement. \n\n  \n\n **Taxes** means any and all present and future\ntaxes, duties, withholdings, levies, assessments, imposts, fees and other governmental charges of all kinds (including without limitation any value added or similar tax and any stamp, documentary, license, registration or similar fees or tax),\nimposed by a Government Entity, together with any penalties, fines, surcharges and interest thereon and any additions thereto. \n\n  \n\n **Tax Indemnitee** has the meaning given in the Aircraft Lease Agreement.", "source": "agreement_5.md" }, { "id": "1973", "text": "**Tax Indemnitee** has the meaning given in the Aircraft Lease Agreement. \n\n  \n\n **Transaction Agreements** means each of the twenty-four (24) Aircraft Leases dated the date hereof, each Guarantee relating to one or more Aircraft Leases, each of\nthe six (6) engine lease agreements dated the date hereof between AirTran, as lessee, and AFSI, as lessor, each guarantee dated the date hereof and issued by the Guarantor with respect to each of such engine lease agreements, that certain Master\nEngine Sale and Lease Agreement dated the date hereof between AirTran, as seller, and AFSI, as buyer, and each of those two (2) certain Aircraft Sale and Lease Agreements dated the date hereof between AirTran, as seller, and an Affiliate of AFSI, as\nbuyer. \n\n  \n\n **Technical Report** means a monthly report of the Flight Hours,\nCycles, Engine Flight Hours and Engine Cycles operated by the Airframe and Engines in respect of each calendar month in the form reasonably required by Lessor. \n\n  \n\n\n**Term** means the period commencing on the Delivery Date and ending on the Expiry Date. \n\n  \n\n **Transfer** has the meaning set forth in Section 14.2. \n\n  \n\n **TSO** means time (in Flight Hours) since overhaul. \n\n  \n\n **UCC** means the Uniform Commercial Code as in effect in the State of New York. \n\n  \n\n **Unforeseen Event means** any of the following events not occasioned by the willful\nmisconduct or intentional breach of Lessor, Owner or an Affiliate of either (excluding for this purpose any such Affiliate in its capacity as a manufacturer or service provider) and arising from any cause \n\n  \n\n\n1-13", "source": "agreement_5.md" }, { "id": "1974", "text": "beyond the reasonable control of Lessor, Owner or an Affiliate thereof (excluding for this purpose any such Affiliate in\nits capacity as a manufacturer or service provider), including without limitation: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (a) | war, civil disturbance or act of any Government Entity; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (b) | natural disaster or any other act of God; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (c) | any Law of, or any allocation or other action by, a Government Entity or any unexpected shortage of labor, materials or facilities affecting the Aircraft; |\n\n\n \n\n\n\n\n| | |\n| --- | --- |\n| (d) | any damage or Defect; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (e) | labor disputes; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (f) | breach of contract by any Person (other than Lessor), or other failure to deliver or redeliver the Aircraft by any Person (whether or not a breach) with possession or control of the\nAircraft (other than by Lessor, if it has possession and control of the Aircraft), any seller of the Aircraft and any breach by any seller or failure to cooperate by any seller, or any “excusable” or “inexcusable” delay under any\npurchase agreement for the Aircraft, or any purchase agreement for the Aircraft terminating prior to Delivery due to a party other than Lessor, Owner or an Affiliate of Lessor or Owner terminating such agreement or due to Lessor, Owner or an\nAffiliate of Lessor or Owner terminating such agreement in connection with the breach of such agreement by the other party thereto; |", "source": "agreement_5.md" }, { "id": "1975", "text": "| | |\n| --- | --- |\n| (g) | delays in obtaining the Aircraft or any equipment or services for the Aircraft; |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (h) | any delay due to Air Authority certifications; or |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| (i) | any other cause beyond the control of Lessor. |\n\n  \n\n **United States or US** means the United States of America. \n\n  \n\n **U.S.C.** means the United States Code. \n\n  \n\n\n1-14", "source": "agreement_5.md" }, { "id": "1976", "text": "**SCHEDULE 2** \n\n **REPRESENTATIONS AND WARRANTIES** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.1 | Lessee’s Representations and Warranties |\n\n  \n\n Lessee’s representations and warranties to Lessor are as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Status:** It is duly organized, validly existing and in good standing in its State of Incorporation. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Non-Conflict:** Execution, delivery and performance of the Lease do not contravene or breach in any material respect (i) any Regulation applicable to Lessee, (ii) the\nconstitutional documents of Lessee, or (iii) any material agreement to which Lessee is a party or which is binding on Lessee or any of its assets. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | **Power and Authority:** It has all corporate and other power and authority to execute, deliver and perform the Lease, and the Lease has been duly authorized, executed and\ndelivered by Lessee. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Legal Validity:** Its obligations under the Lease are legal, valid, binding and enforceable against Lessee in accordance with their terms, except as may be limited or affected\nby bankruptcy, insolvency and other similar laws affecting the rights of creditors or lessors generally and by general principles of equity. |", "source": "agreement_5.md" }, { "id": "1977", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | **No Event of Default:** No Event of Default has occurred and is continuing or would occur because of Delivery. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | **Litigation:** It is not involved in any litigation or other dispute that reasonably would be expected materially and adversely to affect its financial condition or its ability\nto perform its obligations under the Lease. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | **Financial Information:** The audited consolidated financial statements most recently delivered to Lessor: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | have been prepared in accordance with GAAP; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | present fairly in accordance with GAAP the financial condition and results of operations of each of Lessee and Guarantor as at the date thereof and for the period then ending.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (h) | **Full Disclosure:** Neither the audited financial statements referred to in paragraph (g) nor any other financial, operational or credit related information provided in writing\nto Lessor by Lessee for the purposes of the Lease contains as of the date thereof any untrue statement of a material fact. |", "source": "agreement_5.md" }, { "id": "1978", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | **Location**: Lessee is “located” (as that term is defined in Article 9 of the UCC) in the jurisdiction of its organization as set forth in the heading of the Aircraft\nLease Agreement; and the records of the Lessee concerning the Aircraft are maintained at its chief executive office address which is also set forth in the heading of the Aircraft Lease Agreement or at the Habitual Base of the Aircraft.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (j) | **Certificated Air Carrier**: Lessee is a Certificated Air Carrier and Lessor, as lessor of the Aircraft to Lessee, is entitled to the benefits of Section 1110 of Title 11 of the\nU.S.C. with respect to the Aircraft. |\n\n  \n\n\n2-1", "source": "agreement_5.md" }, { "id": "1979", "text": "| | | |\n| --- | --- | --- |\n|   | (k) | **Citizen of the United States**: Lessee is a “citizen of the United States” as defined in Section 40102 of Title 49 of the U.S.C. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (l) | **ERISA**: Lessee is not engaged in any transaction in connection with which it could be subjected to either a civil penalty assessed pursuant to Section 502 of ERISA or any tax\nimposed by Section 4975 of the Internal Revenue Code; no material liability to the Pension Benefit Guaranty Corporation has been or is expected by Lessee to be incurred with respect to any employee pension benefit plan (as defined in Section 3 of\nERISA) maintained by Lessee or by any trade or business (whether or not incorporated) which together with Lessee would be treated as a single employer under Section 4001 of ERISA and Section 414 of the Internal Revenue Code; there has been no\nreportable event (as defined in Section 4043(b) of ERISA) with respect to any such employee pension benefit plan; no notice of intent to terminate any such employee pension benefit plan has been filed or is expected to be filed, nor has any such\nemployee pension benefit been terminated; no circumstance exists or is anticipated that constitutes or would constitute grounds under Section 4042 of ERISA for the Pension Benefit Guaranty Corporation to institute proceedings to terminate, or to\nappoint a trustee to manage the administration of, such an employee pension benefit plan; and no accumulated funding deficiency (as defined in Section 302 of ERISA or Section 412 of the Internal Revenue Code), whether or not waived, exists with\nrespect to any such employee pension benefit plan. |", "source": "agreement_5.md" }, { "id": "1980", "text": "| | | |\n| --- | --- | --- |\n|   | (m) | **Material Adverse Change**: Since the date of the financial statements most recently provided to Lessor on or prior to the date of the Aircraft Lease Agreement, there has been\nno change in the financial condition or operations of Lessee or Guarantor that would materially adversely affect the ability of (x) Lessee to comply with its obligations under the Lease or (y) Guarantor to comply with its obligations under the\nGuarantee, and except as disclosed to Lessor in writing, there has been no material adverse change in the financial condition or operations of Lessee or Guarantor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (n) | **Taxes**: Lessee has filed or delivered all necessary returns due to the tax authorities in the State of Incorporation, the State of Registry and the Habitual Base and paid all\namounts shown thereon the failure of which to so file, deliver or pay would result in a Tax or other penalty that would materially adversely affect the ability of Lessee to comply with its obligations under the Lease.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.2. | **Lessor’s Representations and Warranties** |\n\n  \n\n Lessor’s representations and warranties to Lessee are as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Status:** It is duly organized, validly existing and in good standing in its jurisdiction of organization. |", "source": "agreement_5.md" }, { "id": "1981", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | **Non-Conflict:** Execution, delivery and performance of the Lease do not contravene or breach in any material respect (i) any Regulation applicable to Lessor, (ii) the\nconstitutional documents of Lessor, or (iii) any material agreement to which Lessor is a party or which is binding on Lessor or any of its assets. |\n\n  \n\n\n \n\n\n2-2", "source": "agreement_5.md" }, { "id": "1982", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | **Power and Authority:** It has all corporate and other power and authority to execute, deliver and perform the Lease, and the Lease has been duly authorized, executed and\ndelivered by Lessor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Legal Validity:** Its obligations under the Lease are legal, valid, binding and enforceable against Lessor in accordance with their terms, except as may be limited or affected\nby bankruptcy, insolvency and other similar laws affecting the rights of creditors or lessors generally and by general principles of equity. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | **Citizen of the United States:** Owner is a “citizen of the United States” as defined in Section 40102 of Title 49 of the U.S.C. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | **Title; No Liens:** On the Delivery Date, Owner will have good and valid title to the Aircraft and Lessor will have such interest in the Aircraft as shall entitle it to lease\nthe Aircraft to Lessee under, and otherwise perform the obligations of Lessor under, the Lease, and any Transfer or Security Assignment made by Lessor or Owner in relation to the Aircraft shall have been made in compliance with Sections 14.2 and\n14.3 hereof. |\n\n  \n\n  \n\n\n2-3", "source": "agreement_5.md" }, { "id": "1983", "text": "**SCHEDULE 3** \n\n **CONDITIONS PRECEDENT** \n\n  \n\n **Part A –\nLessor Conditions Precedent** \n\n  \n\n On or before the Scheduled Delivery Date,\nLessee shall comply with the Conditions Precedent set out below by ensuring that Lessor receives the following documents and by taking the actions described below, in each case in a manner reasonably satisfactory to Lessor. All documents delivered\nto Lessor pursuant to this Schedule 3 will be in English, or if not in English, will be accompanied by a certified English translation: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | **Conditions Precedent to be Satisfied by Lessee** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Opinion**: an original, signed opinion substantially in the form of Schedule 8-A will be issued on the Delivery Date by Lessee’s legal counsel with respect to the Laws of\nthe State of New York, the state of the location of Lessee’s chief executive offices and the State of Incorporation; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Approvals/Filings**: all approvals, licenses and consents which may be required in relation to, or in connection with the performance by Lessee of any of its obligations under\nthe Lease. In addition, Lessee shall satisfy Lessor that all filings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the validity, effectiveness and enforceability of the Lease and\nto protect the property rights of Owner in the Aircraft, any Engine or any Part; |", "source": "agreement_5.md" }, { "id": "1984", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | [Intentionally Omitted] |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Process Agent**: a letter from the process agent appointed by Lessee in the Lease accepting that appointment; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | **Licenses**: certified copies of Lessee’s air carrier operating certificate and evidence of authority to operate under FAR Part 121 and a Certificate of Public Convenience\nand Necessity issued under Section 40102 of Title 49 of U.S.C.; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | **Air Traffic Control**: a letter from Lessee addressed to each relevant air traffic control authority pursuant to which Lessee authorizes the addressee to issue to GECAS, upon\nGECAS’s request from time to time, a statement of account of all sums due by Lessee to the authority in respect of all aircraft (including, without limitation, the Aircraft) operated by Lessee; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | **Letter of Credit** (if applicable): the Letter of Credit; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (h) | **UCC:** Financing Statements with respect to the Lease and the Aircraft in a form reasonably acceptable to Lessor duly delivered by Lessee and duly filed in the State of\nIncorporation; |", "source": "agreement_5.md" }, { "id": "1985", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | **Acknowledgement and Agreement re Assignment** (if applicable): an acknowledgement of and certain agreements with respect to the assignment by Lessor of the Lease to Owner and\nFinancing Parties’ Representative, such |\n\n  \n\n\n3-1", "source": "agreement_5.md" }, { "id": "1986", "text": "| | | |\n| --- | --- | --- |\n|   |    | acknowledgment to be in form and substance reasonably acceptable to Lessor and Lessee, but in any event in conformity with the respective rights and obligations of Lessee and Lessor\nset forth in the Lease with respect to a Security Assignment; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (j) | **Payments:** all sums due to Lessor under the Lease on or before the Delivery Date including the first payment of Rent and, if applicable, the balance of the Deposit;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (k) | **Insurance**: certificates of insurance, an opinion and undertaking from Lessee’s insurance broker in a form that evidences due compliance with the provisions of the Lease\nas to Insurance with effect on and after the Delivery Date; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (l) | **FAA Opinion**: evidence that there will be issued an opinion of counsel reasonably acceptable to Lessor who are recognized specialists with regard to FAA registration matters\nin a form reasonably acceptable to Lessor as to the due filing for recordation of the Lease and, if applicable, the Financing Documents (the costs for which shall be paid by Lessee, except that any incremental cost incurred in connection with filing\nany Financing Document or rendering any opinion related to the Financing Documents shall be paid by Lessor); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (m) | [Intentionally Omitted] |", "source": "agreement_5.md" }, { "id": "1987", "text": "| | | |\n| --- | --- | --- |\n|   | (n) | **Certificate of Acceptance and Lease Supplement No. 1:** each of Lease Supplement No. 1 and the Certificate of Acceptance, dated and fully completed, and executed by Lessor and\nLessee and in the case of Lease Supplement No. 1, filed for recording at the FAA together with the Lease; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (o) | **General**: such other documents as Lessor may reasonably request. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | **Additional Conditions Precedent to be Satisfied by Lessee** |\n\n  \n\n Lessee shall comply with the following additional conditions precedent: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Representations/Warranties**: the representations and warranties of Lessee in Schedule 2 shall be correct in all material respects, and would be correct in all material\nrespects if repeated on Delivery; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **No Default**: no Default shall have occurred and be continuing on Delivery or would result from the leasing at Delivery of the Aircraft to Lessee under the Lease.\n |\n\n  \n\n **Part B – Lessee Conditions Precedent**", "source": "agreement_5.md" }, { "id": "1988", "text": "**Part B – Lessee Conditions Precedent** \n\n  \n\n On or before the Scheduled Delivery Date, Lessor shall comply with the\nConditions Precedent set out below by ensuring that Lessee receives the following documents and by taking the actions described below, in each case in a manner reasonably satisfactory to Lessee. All documents delivered to Lessor pursuant to this\nSchedule 3 will be in English: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Final Documents**: Lessee shall receive on or before the Delivery Date for the Aircraft each of the following: |\n\n  \n\n\n3-2", "source": "agreement_5.md" }, { "id": "1989", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | **Lease Supplement No. 1:** Lease Supplement No. 1, dated and executed by Lessor and filed for recording at the FAA (together with the Lease); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | **Acknowledgement re Quiet Enjoyment**: if Lessee is required to deliver an acknowledgement of or agreement with respect to the assignment by Lessor of the Lease to Owner or\nFinancing Parties’ Representative, an agreement by each such Person (Owner, Financing Parties’ Representative or both, as the case may be) as to itself to the effect set forth in Section 7.1; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Representations/Warranties**: the representations and warranties of Lessor in Schedule 2 shall be true and correct in all material respects, and would be true and correct in\nall material respects if repeated on Delivery; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | **Opinion:** an original, signed opinion substantially in the form of Schedule 8-B will be issued on the Delivery Date by Lessor’s legal counsel with respect to the Laws of\nthe State of New York and Lessor’s jurisdiction of organization; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Delivery Condition Requirements**: tender by Lessor of delivery of the Aircraft when required by the Lease and in compliance with the Delivery Condition Requirements;\n |", "source": "agreement_5.md" }, { "id": "1990", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | **FAA Opinion**: evidence that there will be issued an opinion of counsel reasonably acceptable to Lessee who are recognized specialists with regard to FAA registration matters\nin a form reasonably acceptable to Lessee as to the due filing for recordation of the Lease; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | **Sales Tax Exemption Certificate**: Lessor shall deliver to Lessee on or before the Delivery Date for the Aircraft a completed and signed Resale Certificate on Washington State\nDepartment of Revenue Form REV 27 (or applicable successor form) unless Lessor is not entitled to sign and deliver such form as a result of a change in Law occurring after the date of execution of the Lease. |\n\n  \n\n\n3-3", "source": "agreement_5.md" }, { "id": "1991", "text": "**SCHEDULE 4** \n\n **PRE-DELIVERY PROCEDURES AND DELIVERY CONDITION REQUIREMENTS** \n\n  \n\n **(NEW AIRCRAFT)** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | **Licenses** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | It is the responsibility of Lessee to obtain all licenses, permits or approvals necessary to export or transport the Aircraft from the Delivery Location. |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Lessor will provide Lessee with any required data and information relating to the Aircraft or Lessor as are available to Lessor for the purposes of obtaining any such licenses,\npermits or approvals. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | **Inspection** |\n\n  \n\n Except as otherwise provided in the Aircraft Lease Agreement: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Subject to any applicable purchase agreement, Lessee shall inspect the Aircraft (including such rights as Lessor has to be present and inspect, on an ongoing basis, the manufacture\nof the Aircraft and including a demonstration flight which shall be undertaken for the benefit of Lessee at no expense to Lessee with up to four (4) representatives of Lessee on the Aircraft as observers) to determine whether the Aircraft fulfills\nthe Delivery Condition Requirements. |", "source": "agreement_5.md" }, { "id": "1992", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If Lessee’s inspection of the Aircraft shows that the Aircraft does not fulfill the Delivery Condition Requirements, Lessor, at its cost and expense, will correct any Defects\nand make the Aircraft available for re-inspection by Lessee provided that, in Lessor’s reasonable and good faith opinion, it is not commercially impracticable or prohibitively expensive to correct the Defect. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | If Lessor notifies Lessee that it does not intend to correct the Defect, either party may terminate the Lease. |\n\n  \n\n If the Aircraft has been purchased from Lessee (or a Lessee Affiliate) by Owner and\nimmediately leased back by Lessor to Lessee, then in respect of the leasing of the Aircraft (i) the provisions of this Section 2 shall not apply, (ii) Section 5.7(c)(iv) of the CTA shall be deleted in its entirety and replaced with the following:\n“(iv) a Tax imposed with respect to the period, or an event occurring, after the expiration or termination of the Lease (other than a termination by exercise of remedies in accordance with Section 13.2 after the occurrence of an Event of\nDefault), the return or purchase of the Aircraft by Lessee and the payment by Lessee of all amounts payable by it under the Lease, except, in any case, to the extent such Tax arises from an event occurring or circumstance existing during the Term or\nis otherwise imposed with respect to the Term”, and (iii) Section 10.1(c)(iv) of the CTA shall be deleted in its entirety and replaced with the following: “[Intentionally Omitted]”.", "source": "agreement_5.md" }, { "id": "1993", "text": "| | |\n| --- | --- |\n| 3. | **Indemnity** |\n\n  \n\n Lessee is responsible for and will indemnify each Indemnitee against all Losses arising from death or injury to any observer, representative or any employee of Lessee in connection with the Lessee’s inspection of\nthe Aircraft whether or not such Losses arise out of or are attributable to any act or omission, negligent or otherwise, of any Indemnitee, except to the extent arising from the gross negligence or willful misconduct of any Indemnitee. \n\n\n \n\n\n4-1", "source": "agreement_5.md" }, { "id": "1994", "text": "**SCHEDULE 5** \n\n **CERTIFICATE OF ACCEPTANCE** \n\n  \n\n **(NEW AIRCRAFT)** \n\n  \n\n This Certificate of Acceptance is delivered on\nthe date set out below by              (“Lessee”) to              (“Lessor”) pursuant to the\nAircraft Lease Agreement dated              between Lessor and Lessee (the “Lease”). The capitalized terms used in this Certificate shall have the meaning given to such\nterms in the Lease unless otherwise indicated. \n\n  \n\n **DETAILS OF ACCEPTANCE**\n\n  \n\n Lessee hereby confirms to Lessor that Lessee has at\n[    ] o’clock on this              day of             , at\n             , technically accepted the following, in accordance with the provisions of the Lease: \n\n  \n\n              Aircraft, Manufacturer’s Serial Number\n            ; \n\n  \n\n              Engines: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| Engine Number | Manufacturer’s Serial Number |\n\n  \n\n 1              ; and \n\n  \n\n 2              ; \n\n  \n\n Fuel Status: Kilos/lbs\n             ; and \n\n  \n\n APU: Manufacturer’s Serial Number                 . \n\n  \n\n Loose Equipment Check List: in accordance with the list signed by Lessor and Lessee and attached hereto. \n\n  \n\n Aircraft Documents and Records: in accordance with the list signed by Lessor and Lessee and attached hereto. \n\n  \n\n LOPA drawing attached. \n\n  \n\n HOURS AND CYCLES DATA (as of Delivery Date) \n\n  \n\n Airframe: \n\n  \n\n Time Since New:                                 Cycles\nSince New: \n\n  \n\n Landing Gear (Main and Nose)", "source": "agreement_5.md" }, { "id": "1995", "text": "Time Since New:                                 Cycles\nSince New: \n\n  \n\n Landing Gear (Main and Nose) \n\n  \n\n Time Since New:\n                                Cycles Since New: \n\n  \n\n\n5-1", "source": "agreement_5.md" }, { "id": "1996", "text": "| | |\n| --- | --- |\n| | |\n| Engines |    |   |\n| | |\n| Position Left Hand s/no. |    | Time Since New: |\n| | |\n|   |    | Cycles Since New: |\n| | |\n| Position Right Hand s/no. |    | Time Since New: |\n| | |\n|   |    | Cycles Since New: |\n| | |\n| Auxiliary Power Unit: |    |   |\n| | |\n| Number of Flight Hours/APU Hours |    |   |\n| | |\n| (as applicable) since New: |    |   |\n\n  \n\n\n5-2 \n\n\n\n\n\n\n\n---\n\n\n**ACCEPTANCE:** \n\n  \n\n Lessee hereby confirms that the Aircraft, Engines, Parts and Aircraft Documents and Records are technically acceptable to it, satisfy all of the Delivery Condition\nRequirements and are in the condition for delivery and acceptance as required under the Lease. [Insert if applicable: Notwithstanding the foregoing, Lessor agrees that following Delivery, it shall perform each of the undertakings set forth on\nSchedule1 hereto.] \n\n  \n\n **IN WITNESS WHEREOF**, Lessee and Lessor have, by their\nduly authorized representative, executed this Certificate of Acceptance on the date in paragraph 1 above. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| **LESSEE:** |   |  \n\n---\n\n |\n| By: |   |  \n\n---\n\n |\n| Title: |   |  \n\n---\n\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| **LESSOR:** |   |  \n\n---\n\n |\n| By: |   |  \n\n---\n\n |\n| Title: |   |", "source": "agreement_5.md" }, { "id": "1997", "text": "|\n| By: |   |  \n\n---\n\n |\n| Title: |   |  \n\n---\n\n |\n\n  \n\n  \n\n\n5-3", "source": "agreement_5.md" }, { "id": "1998", "text": "**SCHEDULE 6** \n\n **PROCEDURES AND OPERATING CONDITION AT REDELIVERY** \n\n  \n\n On the Return Occasion the Aircraft, subject to ordinary wear and tear of a kind and to an extent consistent with similar aircraft engaged in commercial airline operations, will be redelivered to Lessor by Lessee in accordance with the\nprocedures and in any event in the condition set out below. For the avoidance of doubt, any damage assessment and/or rectification criteria used in assessing the redelivery condition shall be as prescribed in the Manufacturer’s maintenance\nmanual and/or the Manufacturer’s structural repair manual (“SRM”), as appropriate. Any damage outside the scope of the SRM shall require FAA 8110-3 certification or the equivalent certification by the civil aviation authority by the\nState of Design. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.1** | **FINAL INSPECTION** |\n\n  \n\n Immediately prior to the Return Occasion, Lessee will make the Aircraft available to Lessor and Owner for inspection (“Final Inspection”) in\norder to verify that the condition of the Aircraft complies with the Lease. The Final Inspection will include, and be long enough to permit Lessor to: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | inspect the Aircraft Documents and Records; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | inspect the Aircraft (including an examination of such compartments and bays, which are then open in connection with any structural check or the Redelivery Check being performed by\nLessee prior to return) uninstalled Parts and the APU (including a complete video borescope inspection of the APU); |", "source": "agreement_5.md" }, { "id": "1999", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | inspect the Engines, including (i) a complete video borescope inspection of (A) the low pressure and high pressure compressors and (B) turbine area (including combustors) and (ii)\nengine condition runs (including full take-off power engine run-up performed in accordance with the performance test in the Manufacturer’s maintenance manual, and the Engines shall not exceed corrected limits for all parameters using\ntemperature corrected charts), and power assurance runs; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | observe a two hour demonstration flight at Lessee’s cost (with up to two (2) Lessor’s and Owner’s representatives as on-board observers). |\n\n  \n\n Lessor or Owner, as the case may be, is responsible for and will indemnify\nLessee against all Losses arising from the death or injury to any observer or any employee of Lessor or Owner, as the case may be, in connection with the inspection of the Aircraft under this Section 1.1. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.2** | **GENERAL CONDITION** |\n\n  \n\n The Aircraft will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | be thoroughly cleaned immediately prior to redelivery and will be in the same configuration as at Delivery subject to any post-Delivery modifications, repairs or maintenance to the\nAircraft which are permitted or required by the Lease; |", "source": "agreement_5.md" }, { "id": "2000", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | have installed the full complement of equipment, parts, accessories, furnishings and loose equipment as when originally delivered to Lessee (and, in addition, shall include any\npost-Delivery modifications, repairs or maintenance which are |\n\n  \n\n\n6-1", "source": "agreement_5.md" }, { "id": "2001", "text": "| | | |\n| --- | --- | --- |\n|   |    | required or permitted by the Lease). The Aircraft (including the Aircraft Documents and Records) shall be in a condition suitable for immediate operations under FAR Part 121,\nwithout waiver or restriction; and if any of the engines or parts tendered for redelivery with the Aircraft is not one of the Engines or Parts referred to in the Certificate of Acceptance or a Replacement Engine installed pursuant to Section 8.11(a)\nfollowing an Engine Event of Loss in respect of an Engine, Lessor shall have no obligation to accept such engine or part unless Lessee furnishes to Lessor all the documents and evidence in respect of such engine or part in accordance with Section\n8.11(b), as if such engine were a Replacement Engine or such part were a replacement Part, and otherwise complies with such Section 8.11(b) with respect thereto; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | have in existence a valid and effective certificate of airworthiness with respect to the Aircraft issued by the Air Authority; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | comply with the manufacturer’s original specifications as at the Delivery Date, except as modified during the Term in accordance with the Manufacturer’s service bulletins\nor letters, Airworthiness Directives, Air Authority approved data (all of which should have supporting State of Design approval) or otherwise as permitted by the Lease; |", "source": "agreement_5.md" }, { "id": "2002", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | have undergone, immediately prior to redelivery, the Redelivery Check so that all Airframe and structural inspections, including but not limited to corrosion prevention and control\nprogram inspections falling due within the “C” Check interval as defined in the Lessee’s Maintenance Program or the Manufacturer’s Maintenance Planning Document (if, and to the extent that, the Lessee’s Maintenance Program\ndoes not comply with the requirements of the Manufacturer’s Maintenance Planning Document), have been accomplished in accordance with the Lessee’s Maintenance Program and the Manufacturer’s Maintenance Planning Document;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | have had accomplished all outstanding Airworthiness Directives affecting that model of Aircraft requiring compliance during the Term or within the AD Compliance Period; for this\npurpose, compliance shall be by terminating action if: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Lessee has complied by terminating action for other aircraft of the same model and series then operated by Lessee; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | the latest date permitted by such Airworthiness Directive for required compliance by terminating action falls within the AD Compliance Period. |\n\n  \n\n In no event shall there be any time extensions, waivers, deviations or\nalternative means of compliance with any Airworthiness Directives or other regulations that are non-transferable by Lessee.", "source": "agreement_5.md" }, { "id": "2003", "text": "| | | |\n| --- | --- | --- |\n|   | (g) | have installed all applicable or have delivered vendor’s and manufacturer’s service bulletin kits received free of charge by Lessee that relate to the Aircraft and, to the\nextent not installed, those kits will be furnished free of charge to Lessor; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (h) | be painted in such external livery (freshly painted) as may be requested by Lessor, provided that the cost of painting such livery is similar to the cost of\n |\n\n  \n\n\n6-2", "source": "agreement_5.md" }, { "id": "2004", "text": "| | | |\n| --- | --- | --- |\n|   |    | painting Lessee’s livery, such painting to include the fuselage, empennage, wings, pylons, cowlings and flight controls which shall be re-placarded and painted in accordance\nwith standard industry practice, including any required re-balancing of flight controls and required re-weighing or recalculation of the Aircraft or the Aircraft weight; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | have all signs and decals clean, secure and legible; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (j) | meet the requirements of FAR Part 36, Appendix C, Stage 3 noise compliance as in effect at the Delivery Date, without waiver or restriction; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (k) | have no open, deferred, continued, carry over, or placarded maintenance items or watch items and all log book discrepancies shall be cleared; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (l) | have had all repairs and damage requiring repetitive inspections or future upgrading repaired to a permanent repair standard such that future repetitive inspections or upgrading\nshall not be required; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (m) | have all its systems serviceable and fully operational for their intended functions in accordance with the Manufacturer’s maintenance manual specifications.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.3** | **COMPONENTS** |", "source": "agreement_5.md" }, { "id": "2005", "text": "| | |\n| --- | --- |\n| **1.3** | **COMPONENTS** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Each Flight Hour and Cycle controlled Hard Time Component (other than the APU, but including the components installed on the APU) shall have not less than the Minimum Component\nFlight Hours and/or the Minimum Component Cycles (whichever is more restrictive) of life remaining to the next scheduled removal, in accordance with the Lessee’s Maintenance Program or the Manufacturer’s Maintenance Planning Document (to\nthe extent that Lessee’s Maintenance Program does not comply with the Manufacturer’s Maintenance Planning Document) and shall be supported by documentation indicating date of installation and by appropriate certification documentation\nindicating TSO and CSO in the form of FAA form 8130-13 as applicable; for this purpose “Hard Time Component” means any component which has a limited on-wing life in accordance with the Lessee’s Maintenance Program and which can have\nlife fully restored through appropriate maintenance; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Each calendar-limited component including safety equipment will have not less than its Minimum Component Calendar Life remaining to the next scheduled removal in accordance with the\nLessee’s Maintenance Program or the Manufacturer’s Maintenance Planning Document (to the extent that Lessee’s Maintenance Program does not comply with the Manufacturer’s Maintenance Planning Document) and shall be supported by\ndocumentation indicating date of installation and by appropriate certification documentation indicating date of manufacture (where applicable) and date of overhaul in the form of FAA Form 8130-3 as applicable; for this purpose “Hard Time\nComponent” means any component which has a limited on-wing life in accordance with the Lessee’s Maintenance Program and which can have life fully restored through appropriate maintenance; |", "source": "agreement_5.md" }, { "id": "2006", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Each “on-condition” and “condition-monitored” component will be serviceable and those components installed on the Aircraft within the last 24 months shall be\nsupported by documentation indicating date of installation and by appropriate certification documentation such as FAA form 8130-3; |\n\n  \n\n\n6-3", "source": "agreement_5.md" }, { "id": "2007", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | The installed components as a group will have an average of total flight time since new of not more than that of the Airframe; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | Each Airframe Life-Limited Component will have not less than the Minimum Component Flight Hours and the Minimum Component Cycles remaining to next expected removal and will be\nsupported by certification documentation necessary to demonstrate Back-to-Birth Traceability; for this purpose “Airframe-Life Limited Component” means a component with an ultimate life which cannot be restored through appropriate\nmaintenance; for this purpose “Back-To-Birth Traceability” means certified documentation necessary to identify precisely where, when and with which aircraft operator the expired life and previous maintenance in relation to the Airframe\nLife-Limited Component occurred since such Airframe Life Limited Component was new. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.4** | **ENGINES** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Each Engine (or a Replacement Engine as and to the extent permitted by Section 1.2(b) of this Schedule 6) will be installed on the Aircraft and comply with the following:\n |\n\n  \n\n Each Engine will have not less than the Minimum\nEngine Flight Hours and Minimum Engine Cycles expected life remaining to the next expected removal and the life limited Parts shall have not less than the Minimum Engine LLP Cycles release life remaining. The expected life remaining will be\ndetermined by the inspection and checks accomplished by Lessor in accordance with the Lease which shall include the following:", "source": "agreement_5.md" }, { "id": "2008", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | full borescope inspection; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | analysis of trend data; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | sea level outside air temperature limit assessment or minimum last (10) qualifying flights (excluding the first flight of the day); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | maximum power assurance ground runs; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (v) | technical log analysis for a minimum of the previous 3 months’ of operation; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vi) | previous shop visit assessment (if applicable); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (vii) | reference to the manufacturer’s maintenance manual; |", "source": "agreement_5.md" }, { "id": "2009", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Following the demonstration flight provided for by Section 1.1(d) of this Schedule 6 each Engine shall have just accomplished at the Redelivery Location a complete video borescope\ninspection of all Engine gas path modules, which inspection shall be performed at Lessor’s expense, and a power assurance run performed at Lessee’s expense in accordance with the Lessee’s Maintenance Program or Manufacturer’s\nmaintenance manual and any defects discovered in such inspections which exceed the Engine manufacturer’s in-service limits shall be corrected at Lessee’s expense. Lessee shall cause such borescope inspections to be performed and to be\nrecorded on videotape by an agency selected by Lessor |\n\n  \n\n  \n\n\n6-4", "source": "agreement_5.md" }, { "id": "2010", "text": "| | | |\n| --- | --- | --- |\n|   |    | and shall provide Lessor with a copy of such videotape on the Return Occasion. No Engine shall be on “watch” for any reason requiring any special or out of sequence\ninspection. Each such Engine shall comply with the operations specification of Lessee without waiver or exceptions. All items beyond the Engine manufacturer’s in-service limits shall be repaired; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Each Engine Life-Limited Part will have not less than the Minimum Engine LLP Cycles remaining in accordance with the manufacturer’s then current limitations for the part number\nin question, and will be supported by certification documentation necessary to demonstrate back-to-birth traceability; for this purpose “Life Limited Part” means a component with an ultimate life which cannot be restored through\nappropriate maintenance approved by the State of Design of the manufacturer; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | Each Engine will have no less than the Minimum Engine Cycles and the Minimum Engine Flight Hours before any defect, condition or restriction requires any inspection, testing, repair\nor replacement in accordance with the Engine manufacturer’s maintenance manual limits; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | Each Engine will be in a condition to operate at a maximum rated take-off power at sea level under corner point or flat rate conditions and with the Required EGT Margin; and\n |", "source": "agreement_5.md" }, { "id": "2011", "text": "| | | |\n| --- | --- | --- |\n|   | (f) | Each Engine shall be rated at the Engine Thrust Setting and all redelivery conditions of this Section 1.4 are based on such Engine Thrust Setting. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.5** | **FUSELAGE, WINDOWS AND DOORS** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | The fuselage will be free of dents and abrasions which exceed the limits specified in the Manufacturer’s maintenance manual or the SRM; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Cockpit windows will be free of delamination which exceeds the limits specified in the Manufacturer’s maintenance manual or SRM; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Cabin windows will be substantially free of blemishes and crazing and will be properly sealed; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | Doors will be free moving, correctly rigged and be fitted with serviceable seals; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | Lessee will supply a dent and scratch survey with specific locations on the Return Occasion that encompasses all previously accomplished repairs and damage.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.6** | **WINGS AND EMPENNAGE** |", "source": "agreement_5.md" }, { "id": "2012", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | Leading edges will be free from damage in excess of the limits specified in the Manufacturer’s maintenance manual or SRM; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Unpainted surfaces of the wings and empennage will be polished. |\n\n  \n\n\n6-5", "source": "agreement_5.md" }, { "id": "2013", "text": "| | |\n| --- | --- |\n| **1.7** | **INTERIOR AND COCKPIT** |\n\n  \n\n Lessee shall ensure that any replacements, repairs or repainting which are required in accordance with the Aircraft maintenance manual are effected at\nLessee’s cost. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.8** | **LANDING GEAR; WHEELS AND BRAKES** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | The Landing Gear and wheel wells will be clean, free of leaks and repaired as necessary; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Each installed Landing Gear shall have no more Cycles accumulated than the Airframe and, in any event, shall have not less than the Minimum Landing Gear Flight Hours and the Minimum\nLanding Gear Cycles and the Minimum Landing Gear Calendar Time to the next expected overhaul or removal, as the case may be, in accordance with the then current Manufacturer’s Maintenance Planning Document; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | The wheels and brakes will have not less than half of their useful life remaining. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.9** | **RETURN OF AUXILIARY POWER UNIT (APU)** |", "source": "agreement_5.md" }, { "id": "2014", "text": "The APU shall have just completed a borescope inspection and shall meet all air outputs and temperature limitations under load in accordance with the\nLessee’s Maintenance Program and the Manufacturer’s maintenance manual, and any defects discovered in such inspection, which exceed the APU manufacturer’s in-service limits, shall be corrected at Lessee’s expense. The APU shall\nhave not more than the Minimum APU Limit. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.10** | **CORROSION** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | The Aircraft shall be in compliance with the Manufacturer’s corrosion prevention and control program (CPCP) requirements. All CPCP inspections which would normally be\naccomplished while access is provided during structural inspection in accordance with the Lessee’s Maintenance Program during the Term shall have been accomplished; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | The entire fuselage will be substantially free from corrosion and will be adequately treated in accordance with Lessee’s corrosion prevention program and the\nManufacturer’s Maintenance Planning Document; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Fuel tanks will be free from contamination and corrosion and a tank treatment program will be in effect during any period of storage. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.11** | **FUEL** |", "source": "agreement_5.md" }, { "id": "2015", "text": "| | |\n| --- | --- |\n| **1.11** | **FUEL** |\n\n  \n\n At redelivery, Lessor will pay to Lessee or Lessee will pay to Lessor (as the case may require) a cash adjustment in respect of the difference in fuel on board at Delivery versus redelivery, at the then prevailing\ncost of fuel at the Redelivery Location. \n\n  \n\n\n6-6", "source": "agreement_5.md" }, { "id": "2016", "text": "| | |\n| --- | --- |\n| **1.12** | **MAINTENANCE PROGRAM** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Prior to the Return Occasion and upon Lessor’s or Owner’s request, Lessee will provide Lessor or Owner or its agent reasonable access to the Lessee’s Maintenance\nProgram and the Aircraft Documents and Records in order to facilitate the Aircraft’s integration into any subsequent operator’s fleet; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Upon redelivery of the Aircraft, Lessee will, if requested by Lessor or Owner to do so, provide a certified true current and complete copy of the Lessee’s Maintenance Program\nto Lessor or Owner. Lessor and any Person to whom Lessor grants access to Lessee’s Maintenance Program shall agree that it will not disclose the contents of the Lessee’s Maintenance Program to any other Person, or use, or permit to be\nused, Lessee’s Maintenance Program for any other purpose, except to the extent necessary to monitor Lessee’s compliance with the Lease and/or to bridge the maintenance program for the Aircraft from the Lessee’s Maintenance Program to\nanother program after the Return Occasion. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **1.13** | **Aircraft Documents and Records** |\n\n  \n\n At redelivery Lessee will return the following Aircraft Documents and Records to Lessor: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **A.** | **Certificates** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A001 | Certificate of Airworthiness |", "source": "agreement_5.md" }, { "id": "2017", "text": "| | |\n| --- | --- |\n| A001 | Certificate of Airworthiness |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A002 | Current Aircraft Registration |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A003 | C of A for Export (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A004 | Noise Limitation Certificate (AFM page) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A005 | Radio Station License |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A007 | Aircraft deregistration confirmation |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| A008 | Burn Certificates – Cabin Interiors – as follows: |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n|    | Certification of compliance with the fire blocking requirements as outlined in FAR Part 25 including: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | - | Seat cushions\\* |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | - | Back rest cushions\\* |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | - | Dress covers\\* |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | - | Carpets |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | - | Curtains |\n\n  \n\n\n6-7", "source": "agreement_5.md" }, { "id": "2018", "text": "| | | |\n| --- | --- | --- |\n|   | - | Interior Surfaces (if refurbished) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| \\* | Including “in combination” burn certification |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **B.** | **Aircraft Maintenance Status Summaries** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B001 | Certified current Time in Service (Hours & Cycles) and maintenance status |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B002 | Certified status of Airworthiness Directives including method of compliance |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B003 | Certified status of Service Bulletin Status |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B004 | Certified status of SSI |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B005 | Certified status of CPCP (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B006 | Certified inventory of Hard Time Components (Fitted listing) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B007 | Certified inventory of OC/CM Components (Fitted listing) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B008 | Certified status of all non-SB and Major Modifications/STC’s including acceptable State of Manufacture Certification |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B009 | Certified status of Check/Inspection History & Current Status of Checks |", "source": "agreement_5.md" }, { "id": "2019", "text": "| | |\n| --- | --- |\n| B010 | List of Deferred Maintenance Items |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B011 | List of Out of Phase Checks, Special Requirements, Time Limited Repairs (if any). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B012 | Aircraft Accident & Incident Report. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| B013 | Structural repairs and damage (including Dent & Buckle Chart). |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **C.** | **Aircraft Maintenance Records** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C001 | Technical Logs (Minimum of 2 years) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C002 | A Checks |\n\n  \n\n Last complete cycle of A Checks (or equivalent) \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C003 | C Checks |\n\n  \n\n Last Complete cycle of C Checks (or equivalent) \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C004 | All Major Checks |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C005 | CPCP Tasks (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C006 | Periodic Tasks |\n\n  \n\n  \n\n\n6-8", "source": "agreement_5.md" }, { "id": "2020", "text": "| | |\n| --- | --- |\n| C007 | Dirty Finger Print Certification – AD’s |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C008 | Dirty Finger Print Certification – SB’s |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C009 | Dirty Finger Print Certification – All other modification |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C010 | Last Weight Report including Schedule |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C011 | Compass Swing Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C012 | Last Test Flight Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C013 | Certified ETOPS compliance report (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C014 | Dirty Finger Print certification - All Structural repairs/structural damage |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C015 | Details of State of Manufacture certification basis – A non-SRM Structural repairs |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| C016 | Aircraft Log Book(s) if applicable |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **D.** | **Configuration Status** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| D001 | Approved and certified LOPA |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| D002 | Galley Drawings/Component OHM |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| D003 | Emergency Equipment Drawing/Listing |", "source": "agreement_5.md" }, { "id": "2021", "text": "| | |\n| --- | --- |\n| D003 | Emergency Equipment Drawing/Listing |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| D004 | Loose Equipment Inventory |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| D005 | Inventory Listing of Avionic installed Units. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **E.** | **Aircraft Historical Records** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E001 | C of A (Export) from State of Manufacture |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E002 | Manufacturer’s AD Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E003 | Manufacturer’s Inspection Report, Initial Equipment list |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E004 | Manufacturer’s repair/alteration report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E005 | Manufacturer’s SB Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E006 | Service Difficulty Reports (if any) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E007 | Aircraft Historical Log |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| E008 | Last Flight Data Recorder Read-Out & Corrections |\n\n  \n\n  \n\n\n6-9", "source": "agreement_5.md" }, { "id": "2022", "text": "| | |\n| --- | --- |\n| E009 | Weighing report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **F.** | **Engine Records** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F001 | Certified Statement of Status of Each Engine |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F002 | AD Compliance Report and Compliance Documents |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F003 | Manufacturer’s Modifications & SB Status |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F004 | In-house Modifications (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F005 | Certified LLP Listing |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F006 | Certified listing of installed units |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F007 | Manufacturer Delivery Document |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F008 | Complete copies of all historical engine/module Shop Visit Reports |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F009 | State of Manufacture LLP Traceability |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F010 | Conditioning Monitoring Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F011 | Engine Log Book/Master Records of Installation/Removals |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F012 | Last Borescope Report, including video if available |", "source": "agreement_5.md" }, { "id": "2023", "text": "| | |\n| --- | --- |\n| F012 | Last Borescope Report, including video if available |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F013 | Test Cell Run Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F014 | Last On-Wing Ground Run |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F015 | Certified Statement that Engines are not involved in an Accident |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F016 | Approved Release to Service Certification for installed rotables |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| F017 | Approved ETOPS compliance report (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **G.** | **APU** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G001 | Certified Statement on Status of APU (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G002 | Certified SB Compliance Report/AD Status Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G003 | Approved Release to Service Certification for installed units |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G004 | APU Log Book/Master Record of Installation/Removals |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G005 | Complete copies of all APU Shop Visit Reports & Reason for Removal |\n\n  \n\n  \n\n\n6-10", "source": "agreement_5.md" }, { "id": "2024", "text": "| | |\n| --- | --- |\n| G006 | Statement of APU Hours to Aircraft Flying Hours |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G007 | LLP Status and Full Traceability to birth |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G008 | APU Borescope Report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G009 | Last On-Wing/Health Check Data sheets (if applicable) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G010 | Last Test Cell Run |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| G011 | Approved ETOPS compliance report |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **H.** | **Component Records** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| H001 | Approved Release to Service Certification for Hard Time Components |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| H002 | Approved Release to Service Certification for OC/CM Components |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **I.** | **Landing Gears** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| I001 | Approved Release to Service Certification for major assemblies on each Gear |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| I002 | Approved LLP Listings for each Gear (with FULL Traceability to Birth) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| I003 | Last Shop Visit Report (OH) |", "source": "agreement_5.md" }, { "id": "2025", "text": "| | |\n| --- | --- |\n| I003 | Last Shop Visit Report (OH) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **J.** | **Manuals** |\n\n  \n\n All Manufacturer’s Manuals delivered with the Aircraft under the Lease updated to the latest revision standard (applicable as at the Return Occasion) as may be reasonably requested by Lessor \n\n  \n\n **Microfilm:** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| J006 | WDM |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| J007 | IPC |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| J008 | Maintenance Manual |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| J009 | Schematics |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| J010 | Hook Up Listing |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| **K.** | **Miscellaneous** |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| K006 | Maintenance Program Specifications (Operator’s) |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| K007 | Reference Material for Interpretation of Status Summaries, or cross-reference for Part Numbers |\n\n  \n\n\n6-11", "source": "agreement_5.md" }, { "id": "2026", "text": "**SCHEDULE 7** \n\n **INSURANCE REQUIREMENTS** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.1 | **Types of Insurance** |\n\n  \n\n The Insurance required to be maintained are as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Hull All Risks** of loss or damage while flying, taxiing and on the ground with respect to the Aircraft on an agreed value basis for the Agreed Value and with a deductible not\nexceeding the Deductible Amount; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Hull War and Allied Perils**, being such risks excluded from the Hull All Risks Policy, in accordance with London form LSW-555B (as in effect on July 1, 2003) or its equivalent\nform, including confiscation and requisition by the State of Registry on an Agreed Value Basis for the Agreed Value and with a deductible not exceeding the Deductible Amount; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | **All Risks** (including War Risks and Allied Perils) spares insurance on all Engines when removed from the Aircraft and replaced by another engine on an “agreed value”\nbasis for the Engine Agreed Value and including engine test and running risks; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Spares Insurance on Parts** when removed from the Aircraft and replaced on a replacement basis otherwise known as actual cash value; and |", "source": "agreement_5.md" }, { "id": "2027", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | **Comprehensive Aircraft Third Party, Property Damage, Passenger, Baggage, Cargo and Mail and Airline General Third Party (including Products) Legal Liability** for a combined\nsingle limit (bodily injury/property damage) of an amount not less than the Minimum Liability Coverage for the time being for any one occurrence (but in respect of products and personal injury liability, this limit may be an aggregate limit for any\nand all losses occurring during the currency of the policy). War and Allied Risks cover is to be maintained from leading international insurance markets in the scope provided by AVN 52D (as in effect on July 1, 2003) and shall be for an amount not\nless than the greater of (i) the Minimum Liability Coverage and (ii) the amount carried by Lessee in respect of similar aircraft owned or otherwise operated by Lessee. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.2 | **Terms of Hull and Spares Insurance** |\n\n  \n\n All required hull and spares insurance, so far as it relates to the Aircraft, will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Additional Insureds:** name Lessor and Owner and their respective successors and assigns as additional insureds for their respective rights and interests;\n |", "source": "agreement_5.md" }, { "id": "2028", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | **Settlement of Losses:** provide that any loss will be adjusted with Lessee, and settled jointly with Lessor and Lessee, and will be payable in Dollars to Lessor*,* for the\naccount of all interests, except where the insurance payment does not exceed the Damage Notification Threshold or exceeds the Agreed Value, and Lessor has not notified the insurers to the contrary, in which case the loss will be settled with and\npaid to Lessee; |\n\n  \n\n  \n\n\n7-1", "source": "agreement_5.md" }, { "id": "2029", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | **50/50 Provision:** if separate Hull “all risks” and “war risks” insurance are arranged, include a 50/50 provision in a form reasonably acceptable to Lessor;\nand |\n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **No Option to Replace:** confirm that the insurers are not entitled to replace the Aircraft in the event of an insured Event of Loss. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.3 | **Terms of Liability Insurance** |\n\n  \n\n All required liability insurance will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Additional Insureds:** include each Indemnitee, as an additional insured (individually, an “Additional Insured”) for its respective rights and interests, warranted,\neach as to itself only, no operational interest; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Severability:** include a severability of interests clause which provides that the insurance, except for the limit of liability, will operate to give each insured the same\nprotection provided under the policy carried and maintained by Lessee as if there was a separate policy issued to each insured; and |", "source": "agreement_5.md" }, { "id": "2030", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | **Primary Policy:** contain a provision confirming that the policy is primary without right of contribution and the liability of the insurers will not be affected by any other\ninsurance of which Lessor, each Indemnitee or Lessee have the benefit so as to reduce the amount payable to or on behalf of the Additional Insureds under such policies. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.4 | **Terms of All Insurance** |\n\n  \n\n All Insurance will: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Industry Practice:** be in accordance with customary industry practice of persons operating similar aircraft in similar circumstances; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Dollars:** provide cover denominated in Dollars and any other currencies that Lessor may reasonably require in relation to liability insurance; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | **Worldwide:** operate on a worldwide basis subject to customary limitations and exclusions; |", "source": "agreement_5.md" }, { "id": "2031", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | **Breach of Warranty:** provide that, in relation to the interests of each of the Additional Insureds, the Insurance will not be invalidated by any act or omission by Lessee, or\nany other person other than the respective Additional Insureds seeking protection and shall insure the interests of each of the Additional Insureds regardless of any breach or violation by Lessee, or any other person other than the respective\nAdditional Insureds seeking protection of any warranty, declaration or condition, contained in such Insurance; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | **Subrogation:** provide that the insurers will waive any rights of recourse or subrogation against the Additional Insureds, except with respect to the gross negligence or\nwillful misconduct of the Additional Insureds. Said waiver shall be to the same extent that Lessee has waived its rights of recovery against and/or indemnified the Additional Insureds; |\n\n  \n\n\n7-2", "source": "agreement_5.md" }, { "id": "2032", "text": "| | | |\n| --- | --- | --- |\n|   | (f) | **Premiums:** provide that the Additional Insureds will have no obligation or responsibility for the payment of any premiums due (but reserve the right to pay the same should any\nof them elect so to do) and that the insurers will not exercise any right of set-off, counter-claim or other deduction, by attachment or otherwise, in respect of any premium due against the respective interests of the Additional Insureds other than\noutstanding premiums relating to the Aircraft, any Engine or Part the subject of the relevant claim; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | **Cancellation/Change:** provide that the Insurance will continue unaltered for the benefit of the additional insureds for at least thirty (30) days (ten (10) days in the event\nof cancellation due to non-payment of premium) after written notice by email or facsimile of any cancellation, material change, event of non-payment of premium or installment thereof has been sent by insurer(s) to Lessor, or where an insurance\nbroker is appointed, to the insurance broker who shall promptly send on such notice to Lessor, except in the case of war risks for which seven (7) days (or such lesser period as is or may be customarily available in respect of war risks or allied\nperils) will be given, or in the case of war between the five (5) great powers or nuclear peril for which termination is automatic; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (h) | **Reinsurance:** if insurance is not placed on a direct basis, and reinsurance is a requirement of the Aircraft Lease Agreement such reinsurance will: |", "source": "agreement_5.md" }, { "id": "2033", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | be on the same terms as the original insurance and will include the provisions of this Schedule; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to\nmake such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the\noriginal insurance policies in respect of which the then relevant policy of reinsurance has been effected; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | contain a “cut-through” clause in substantially the following form: |", "source": "agreement_5.md" }, { "id": "2034", "text": "| | | |\n| --- | --- | --- |\n|   |    | “The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurance in respect of a total loss or other claim where as provided\nby the Aircraft Lease Agreement dated as of [            ] and made between [Lessor] and [Lessee] such claim is to be paid to the person named as loss payee under the primary\ninsurance, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the person named as loss payee under the primary insurance effected by the Reinsured that portion of any loss due for which the\nReinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and\nall further liability in connection therewith”; subject to such provisions not contravening any Law of the State of Incorporation; |\n\n  \n\n\n7-3", "source": "agreement_5.md" }, { "id": "2035", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | **Initiating Claims:** contain a provision entitling any Indemnitee to initiate a claim under any policy in the event of the refusal or failure of Lessee to do so; and\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (j) | **Indemnities:** accept and insure the indemnity provisions of the Lease to the extent of the risks covered by the policies. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.5 | **Deductibles** |\n\n  \n\n Lessee shall be responsible for any and all deductibles under the Insurance. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.6 | **Application of Insurance Proceeds** |\n\n  \n\n The Insurance will be endorsed to provide for payment of proceeds as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Event of Loss:** all Hull All Risk Insurance, All Risk Spares Insurance and Hull War and Allied Perils Insurance proceeds received as the result of an Event of Loss occurring\nduring the Term up to but not exceeding the Agreed Value will be paid to Lessor and, the balance of such proceeds in excess of the Agreed Value will be paid to Lessee; |", "source": "agreement_5.md" }, { "id": "2036", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | **Exceeding Damage Notification Threshold:** all insurance proceeds in excess of the Damage Notification Threshold of any property, damage or loss to the Aircraft, any Engine or\nany Part occurring during the Term not constituting an Event of Loss will be paid to Lessor and applied in payment (or to reimburse Lessee) for repairs or replacement property effected in accordance with the Lease. Subject to Section 5.20 of the\nCTA, any balance remaining shall be paid by Lessor to Lessee; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | **Below Damage Notification Threshold:** insurance proceeds in amounts below the Damage Notification Threshold shall be paid by the insurer directly to Lessee or its order;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Liability Proceeds:** all insurance proceeds in respect of third party liability will be paid by the insurers to the relevant third party; and |", "source": "agreement_5.md" }, { "id": "2037", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | **Default:** notwithstanding paragraphs (b) and (c) above, but exclusive of and without affecting Lessee’s right to receive in accordance with paragraph (a) above insurance\nproceeds in excess of the Agreed Value, if at the time of the payment of any such insurance proceeds a Significant Default or Event of Default has occurred and is continuing and has been notified to the insurer and the insurance broker, all such\nproceeds payable to Lessee will be paid to Lessor or Owner, as the case may be, until Lessee shall have cured any such Significant Default or Event of Default or retained to be applied toward payment of any amounts which may be or become payable by\nLessee in such order as Lessor or Owner may elect. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | To the extent that insurance proceeds required by the foregoing to be paid to Lessor are paid to Lessee, Lessee agrees to hold such proceeds in trust and comply with the foregoing\nprovisions and apply or pay over such proceeds as so required. |\n\n  \n\n\n7-4", "source": "agreement_5.md" }, { "id": "2038", "text": "| | |\n| --- | --- |\n| 1.7 | **United States Governmental Indemnity** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Notwithstanding any of the foregoing paragraphs, in the event of a requisition for use by and/or for the United States or any Governmental Entity whose obligations have the full\nfaith and credit of the Federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to\nLessor and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Notwithstanding any of the foregoing paragraphs, Lessor agrees to accept in lieu of the insurance required hereunder, indemnification or insurance from the United States Government\nin a form as stated above and against War Risks and Allied Perils and in such amounts and on such terms that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule.\n |\n\n  \n\n\n7-5", "source": "agreement_5.md" }, { "id": "2039", "text": "**SCHEDULE 8A** \n\n  \n\n **PART 1** \n\n  \n\n **FORM OF LESSEE LEGAL OPINION (IN-HOUSE)** \n\n  \n\n [Lessor \n\n c/o GE Capital Aviation Services, Inc. \n\n 201 High Ridge Road \n\n Stamford, Connecticut 06927 \n\n  \n\n Attn: General Counsel] \n\n [Date] \n\n Ladies and Gentlemen: \n\n  \n\n This opinion letter is being delivered by AirTran Airways, Inc. (“AirTran”), a Delaware corporation, through its Legal Department, in connection\nwith the Aircraft Lease Agreement, dated as of August 15, 2003 (the “Agreement”), by and between AFS Investments [    ] LLC (the “Lessor”) and AirTran in respect of one Boeing model 737-700 aircraft with\nmanufacturer’s serial number              together with the two (2) installed CFM International model CFM56-7B20 engines (the “Aircraft”). As used herein the term\n“Agreement” means and includes the Aircraft Lease Agreement that incorporates the Common Terms Agreement (as defined therein). This opinion letter also is being delivered in connection with the Guarantee (the “Guarantee”), dated\nas of August 15, 2003, issued by AirTran Holdings, Inc. (“Holdings”). Terms defined in the Agreement and not in this opinion letter have the same meanings as in the Agreement.", "source": "agreement_5.md" }, { "id": "2040", "text": "In giving the following opinions, members of AirTran’s Legal Department or lawyers retained by AirTran’ s Legal\nDepartment have reviewed the Agreement, the Certificate of Incorporation and By-Laws of Lessee, and have relied upon originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other\ninstruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In addition, AirTran’s Legal Department has assumed and has not verified the accuracy as to factual matters of each document\nreviewed. As used herein, the phrase “to our knowledge” or words of similar import shall mean to the actual knowledge of AirTran’s Legal Department after reasonable investigation, but shall not be interpreted to impute knowledge of\nothers (other than members of AirTran’s Legal Department). \n\n  \n\n Based on the foregoing, and subject to the assumptions and limitations contained herein, AirTran’s Legal Department is of the opinion that: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | AirTran is a company duly incorporated and is in good standing under the Laws of Delaware, and Holdings is a company duly incorporated and is in good standing under the Laws of\nNevada. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | AirTran has all necessary corporate power to execute, deliver, and perform its obligations under the Agreement, and the Holdings has all necessary corporate\n |\n\n  \n\n\n8A-1", "source": "agreement_5.md" }, { "id": "2041", "text": "| | | |\n| --- | --- | --- |\n|   |    | power to execute, deliver, and perform its obligations under the Guarantee. Neither the execution and delivery of the Agreement or the Guarantee by AirTran or Holdings\n(respectively), nor the consummation of the transactions contemplated thereby, requires the approval of the stockholders of AirTran or Holdings, or will result in any violation of (a) its Certificate of Incorporation or By-laws, or (b) any Law known\nto us to be applicable to, or binding on, AirTran or Holdings. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | The execution, delivery, and performance by AirTran of the Agreement and by Holdings of the Guarantee do not, to our knowledge, breach or result in a default under any indenture,\nmortgage, or other agreement to which AirTran or Holdings is a party or by which AirTran or Holdings is bound. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | The execution, delivery, and performance of the Agreement by AirTran and the Guarantee by Holdings have been duly authorized by all necessary corporate action on the part of AirTran\nand Holdings, respectively, and the Agreement has been duly executed and delivered by AirTran, and the Guarantee has been duly executed and delivered by Holdings. |", "source": "agreement_5.md" }, { "id": "2042", "text": "| | | |\n| --- | --- | --- |\n|   | (e) | Except for (a) the registration of the Aircraft in the Owner’s name pursuant to Title 49 of the United States Code (the “Transportation Code”), (b) the filing for\nrecordation pursuant to the Transportation Code of an FAA form bill of sale for the Aircraft, and the Agreement, and (c) the filing of appropriate Financing Statements pursuant to the Uniform Commercial Code, no consent or approval of, giving of\nnotice to, registration with, or taking of any action in respect of or by, any governmental authority or agency is or will be required (x) as a condition to AirTran’s execution and delivery of or performance of its duties under the Agreement,\n(y) as a condition to Holding’s execution and delivery of or performance of its duties under the Guarantee, or (z) in order to establish and perfect the interests of the Lessor and the Owner in the Aircraft as against AirTran and any third\nparties in any applicable jurisdictions in the United States. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | Lessee is a Certificated Air Carrier. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | Lessee is a “citizen of the United States” as defined in 49 U.S.C. Section 40102(a)(15). |", "source": "agreement_5.md" }, { "id": "2043", "text": "| | | |\n| --- | --- | --- |\n|   | (h) | Lessor will be entitled to the benefits of Section 1110 of Title 11 of the United States Code (the “Bankruptcy Code”), with respect to the right to repossess the Aircraft,\nin any case under Chapter 11 of the Bankruptcy Code in which AirTran is the debtor. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | There are no registration, stamp taxes or similar duties or fees of any kind payable in the State of Florida in connection with the execution and delivery by AirTran of the\nAgreement or by Holdings of the Guarantee or the performance or enforcement by legal proceedings of any thereof. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (j) | The consent to the jurisdiction by Lessee contained in the Agreement is valid and binding on Lessee. |\n\n  \n\n  \n\n\n8A-2", "source": "agreement_5.md" }, { "id": "2044", "text": "| | | |\n| --- | --- | --- |\n|   | (k) | The consent to the jurisdiction by Holdings contained in the Guarantee is valid and binding on Holdings. |\n\n  \n\n No opinion is given in Paragraph (e) as to title to the Aircraft or any other property. In connection with the provisions of\nthe Agreement and the Guarantee whereby AirTran and Holdings submit to the jurisdiction of (i) the United States District Court for the Southern District of New York, we note the limitations of 28 U.S.C. §§ 1331 and 1332 on Federal court\njurisdiction, and we also note that such submissions cannot supersede such court’s discretion in determining whether to transfer an action from one Federal court to another under 28 U.S.C. § 1404(a) and (ii) the New York courts in New York\nCounty, we note that such submission cannot supersede that court’s discretion in determining whether to transfer the place of trial under NYCPLR § 510. \n\n  \n\n The foregoing opinions are further limited to the federal law of the United States of America (other than (i) the\nTransportation Code, except as expressly provided in Section (h) above, or any other laws, rules, or regulations governing, regulating, or relating to the acquisition, ownership, registration, use, or sale of any aircraft, airframe, or aircraft\nengine or to the particular nature of the equipment to be acquired by Lessee, (ii) state securities or blue sky laws, or federal securities laws, (iii) federal or state tax, antitrust, or fraudulent transfer or conveyance laws, as to which we\nexpress no opinion), the laws of the States of New York and Florida, the Delaware General Corporation Law and the corporation laws of the State of Nevada.", "source": "agreement_5.md" }, { "id": "2045", "text": "This opinion letter is provided subject to the following conditions: (1) nothing contained herein shall create any obligation of or right to look to\nanyone in the AirTran Legal Department individually for any claim, liability, damage, loss or expense whatsoever whether arising in contract, in tort (including negligence and strict liability), or otherwise in connection with this opinion letter or\nwith the Agreement or otherwise in connection with the transactions contemplated hereby or thereby and (2) no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, with respect to any such matters shall\nbe taken against any person in the AirTran Legal Department. \n\n  \n\n This opinion letter is furnished to you for the purpose indicated above, and may not be relied upon by any other Person (except any successor or permitted transferee) or for any other purpose without our written consent. \n\n  \n\n Very truly yours, \n\n  \n\n\n8A-3", "source": "agreement_5.md" }, { "id": "2046", "text": "**SCHEDULE 8A** \n\n  \n\n **PART 2** \n\n  \n\n **FORM LEGAL OPINION OF LESSEE’S COUNSEL** \n\n  \n\n [Lessor \n\n c/o GE Capital Aviation Services, Inc. \n\n 201 High Ridge Road \n\n Stamford, Connecticut 06927 \n\n  \n\n Attn: General Counsel] \n\n [Date] \n\n  \n\n Ladies and Gentlemen: \n\n  \n\n We have acted as special counsel to AirTran Airways, Inc.\n(*“AirTran”*), a Delaware corporation, in connection with the Aircraft Lease Agreement, dated as of August 15, 2003 (the “Agreement”), by and between AFS Investments [    ] LLC (the “Lessor”)\nand AirTran in respect of one Boeing model 737-700 aircraft with manufacturer’s serial number              together with the two (2) installed CFM International model CFM56-7B20\nengines (the “Aircraft”). As used herein the term “Agreement” means and includes the Aircraft Lease Agreement that incorporates the Common Terms Agreement (as defined therein). This opinion letter also is being delivered in\nconnection with Guarantee (the “Guarantee”), dated as of August 15, 2003, issued by AirTran Holdings, Inc. (“Holdings”). Terms defined in the Agreement and not in this opinion letter are used with the same meanings as in the\nAgreement. \n\n  \n\n This opinion letter is being delivered to you under\nSection 1(a) of Schedule 3 of the Common Terms Agreement. \n\n  \n\n We\nhave relied on the factual representations made in the Agreement and the Guarantee and made no independent investigation. \n\n  \n\n Based on the foregoing and subject to the further qualifications set forth below, it is our opinion that:", "source": "agreement_5.md" }, { "id": "2047", "text": "Based on the foregoing and subject to the further qualifications set forth below, it is our opinion that: \n\n  \n\n (a) The Agreement is a legal, valid, and binding obligations of AirTran, and\nis enforceable against AirTran in accordance with its terms. \n\n  \n\n (b) The Guarantee is a legal, valid, and binding obligations of Holdings, and is enforceable against Holdings in accordance with its terms. \n\n  \n\n We have assumed AirTran’s due organization and good standing, AirTran’s corporate power, authority, and legal right to execute, deliver, and\ncarry out the terms of the AirTran Agreements, and that AirTran’s execution, delivery, and performance of the Agreement do not and will not violate its certificate of incorporation or by-laws, any indenture, mortgage, contract, instrument, or\nother agreement to which AirTran is a party or by which it is bound, or any order or judgment applicable to AirTran. We also have assumed Holding’s due organization and good standing, Holding’s corporate power, authority, and legal right\nto execute, deliver, and carry out the \n\n  \n\n\n8A-4", "source": "agreement_5.md" }, { "id": "2048", "text": "terms of the Guarantee, and that Holding’s execution, delivery and performance of the Guarantee do not and will not\nviolate its articles of incorporation or by-laws, any indenture, mortgage, contract, instrument, or other agreement to which Holdings is a party or by which it is bound, or any order or judgment applicable to Holdings.", "source": "agreement_5.md" }, { "id": "2049", "text": "The opinions expressed herein are subject to the following qualifications:\n(i) the effects of bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting creditors’ rights generally, and to the effects of general equity principles; (ii) the enforceability of the Agreement and the Guarantee in\naccordance with their terms may be limited by laws affecting the remedies that they provide for (which laws do not, in our opinion, make the remedies provided therein inadequate for the realization of the benefits intended to be provided thereby);\n(iii) the enforceability of limits on AirTran’s assignment or transfer are subject to Uniform Commercial Code § 9-407 and §2A-303; (iv) no opinion is given in Paragraph (b) as to any provision purporting to waive rights to objections,\nlegal defenses, statutes of limitations, or other benefits that a guarantor cannot waive in advance under applicable law; (vi) no opinion is given as to the enforceability of any provision in the Agreement or Guarantee that waives any obligation of\ngood faith, fair dealing, diligence, or reasonableness, that insulates any person from the consequences of its own misconduct, that makes a person’s determinations conclusive, that requires waivers and modifications to be in writing in all\ncircumstances, that states that all provisions are severable, that waives trial by jury, or that makes a choice of forum and (v) no opinion is given as to the provisions of the Agreement or Guarantee whereby AirTran or Holdings submits to the\njurisdiction of the United States District Court for the Southern District of New York the New York courts in New York County. \n\n  \n\n In rendering the opinions above, we have relied, without making any independent investigation with respect thereto, upon the opinion issued by\nAirTran’s Legal Department delivered to you on the date hereof, as to the matters addressed therein.", "source": "agreement_5.md" }, { "id": "2050", "text": "This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the *“Accord”*) of the American\nBar Association’s Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this\nopinion letter should be read in conjunction with the Accord. The law covered by the opinions in this opinion letter is limited to the federal laws of the United States and the state laws of New York. Although we do not hold ourselves out as\nadmitted to practice law in the State of New York, we have made such investigation of such laws as we have deemed necessary to form the basis for this opinion. We express no opinion as to (i) any state or federal securities laws, (ii) any state or\nfederal tax laws, (iii) matters governed by Title 49 of the United States Code or by any other aviation law or law, statute, rule or regulation of the United States of America relating to the acquisition, ownership, leasing, registration, use,\noperation, maintenance, repair, replacement, sale or of the particular nature of the Aircraft, (iv) the applicability of the laws of any jurisdiction that may limit the maximum rate or amount of interest that may be charged, taken, collected or\nreceived with respect to the obligation under the Lease or Guarantee, or as to the effect of such laws if applicable, (v) any waiver of inconvenient forum provision in the Lease or Guarantee, (vi) the creation, perfection or priority of any lien or\nsecurity interest contemplated by the Lease or (vii) any choice of law provisions in the Lease or the Guarantee. \n\n  \n\n\n8A-5", "source": "agreement_5.md" }, { "id": "2051", "text": "This opinion is furnished solely for the benefit of the addressee hereto, and no other Person (other than\nsuch addressee’s successors and permitted assigns) shall be entitled to rely on this opinion without our express written consent. \n\n  \n\n Very truly yours, \n\n  \n\n SMITH, GAMBRELL & RUSSELL, LLP \n\n  \n\n\n8A-6", "source": "agreement_5.md" }, { "id": "2052", "text": "**SCHEDULE 8B** \n\n  \n\n **PART 1** \n\n  \n\n **FORM OF LESSOR LEGAL OPINION (IN-HOUSE)** \n\n  \n\n [DATE] \n\n  \n\n AIRTRAN AIRWAYS, INC. \n\n 9955 AirTran Boulevard \n\n Orlando, Florida 32827 \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | Re: | AirTran Airways, Inc., Lease of One Boeing Model B737-700 Aircraft Bearing Manufacturer’s Serial Number\n[            ] |\n\n  \n\n Ladies and Gentlemen: \n\n  \n\n I am a\nVice President and Counsel of GE Capital Aviation Services, Inc., a direct or indirect wholly owned subsidiary of General Electric Capital Corporation, and an affiliate of\n[                                       \n ], a Delaware limited liability company (the “Lessor”), and have acted as internal counsel to the Lessor in connection with the transactions contemplated by that certain Aircraft Lease Agreement dated as of August 15, 2003 between\nLessor and AirTran Airways, Inc. (“Lessee”), which incorporates by reference the terms and provisions of the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 between Lessee and Aviation Financial Services Inc.\n(“AFS”) (collectively, the “Lease Agreement”). This opinion letter is also being delivered in connection with a Guarantee (the “Guarantee”), dated as of August 15, 2003, issued by AFS in favor of Lessee. \n\n  \n\n Except as otherwise noted herein, all capitalized terms used herein shall\nhave the respective defined meanings set forth in the Lease Agreement.", "source": "agreement_5.md" }, { "id": "2053", "text": "Except as otherwise noted herein, all capitalized terms used herein shall\nhave the respective defined meanings set forth in the Lease Agreement. \n\n  \n\n In connection with my opinion herein, I have examined executed counterparts of the Lease Agreement and the Guarantee. I have further examined and relied upon and assumed the accuracy and completeness of original, certified, conformed,\nphotocopied or telecopied copies of such records, agreements, certificates and other documents as I have deemed necessary or appropriate to enable me to render the opinions expressed herein. As to all matters of fact covered by such records,\nagreements, certificates and other documents, I have relied, without independent investigation or verification, on the accuracy and completeness of all matters of fact covered by such records, agreements, certificates and other documents. In all\nsuch examinations, I have assumed the genuineness of signatures on original documents (other than signatures of the Lessor and AFS) and the conformity to such original documents of all copies submitted to me as certified, conformed, photocopied or\ntelecopied. As to certificates and telegraphic and telephonic confirmations given by public officials, I have assumed the same to have been properly given and to be authentic, accurate and complete. \n\n  \n\n\n8B-1", "source": "agreement_5.md" }, { "id": "2054", "text": "Based upon the foregoing, and subject to the specific assumptions, qualifications and reliances herein\nset forth, and on the basis of my consideration of such facts and laws as I have deemed necessary for purposes of this opinion letter, it is my opinion that: \n\n  \n\n\n1. The Lessor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware\nand has the company power and authority to execute, deliver and carry out the terms of the Lease Agreement. \n\n  \n\n 2. AFS is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware and has the\ncorporate power and authority to execute, deliver and carry out the terms of the Guaranty. \n\n  \n\n 3. The Lease Agreement has been duly authorized, executed and delivered by the Lessor and the Guarantee has been duly authorized, executed\nand delivered by AFS. \n\n  \n\n 4. Neither the\nexecution of and delivery by the Lessor of the Lease Agreement nor the consummation of any of the transactions by the Lessor contemplated thereby (a) requires the consent or approval of, the giving of notice to, or the registration with, or the\ntaking of any other action with respect to, any governmental authority or agency of the State of New York or the Federal Government of the United States or under the Delaware Limited Liability Company Act; or (b) violates any applicable law,\ngovernmental rule or regulation of the State of New York or the Federal Government of the United States or any governmental authority or agency thereof or of the Delaware Limited Liability Company Act.", "source": "agreement_5.md" }, { "id": "2055", "text": "5. Neither the execution of and delivery by AFS of the\nGuarantee nor the consummation of any of the transactions by AFS contemplated thereby (a) requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action with respect to, any governmental\nauthority or agency of the State of New York or the Federal Government of the United States or under the General Corporation Law of the State of Delaware; or (b) violates any applicable law, governmental rule or regulation of the State of New York\nor the Federal Government of the United States or any governmental authority or agency thereof or of the General Corporation Law of the State of Delaware. \n\n  \n\n 6. The execution, delivery and performance by the Lessor of the Lease Agreement do not violate its certificate of formation, limited\nliability company agreement or the provision of any judgment, order, decree or injunction of any court or administrative body applicable to the Lessor and do not and will not contravene any provision of, or constitute a default or result in the\ncreation of any lien under (except as contemplated by the Lease Agreement), any indenture, mortgage, contract, instrument, or other agreement to which it is a party or by which it or any of its assets is or may be bound or require the consent or\napproval of the stockholders of a member or any trustee or holders of any indebtedness or obligations of the Lessor. \n\n  \n\n\n8B-2", "source": "agreement_5.md" }, { "id": "2056", "text": "7. The execution, delivery and performance by AFS of the Guarantee do not violate its\ncertificate of formation, corporate documents or the provision of any judgment, order, decree or injunction of any court or administrative body applicable to AFS and do not and will not contravene any provision of, or constitute a default or result\nin the creation of any lien under (except as contemplated by the Guarantee), any indenture, mortgage, contract, instrument, or other agreement to which it is a party or by which it or any of its assets is or may be bound or require the consent or\napproval of the stockholders of a member or any trustee or holders of any indebtedness or obligations of AFS. \n\n  \n\n 8. There are no actions, suits or proceedings pending or, to my knowledge, threatened against the Lessor or AFS, as applicable, in any\ncourt or before any governmental commission, arbitrator or board of authority which, if adversely determined, reasonably could have a materially adverse effect on the ability of the Lessor or AFS to perform its obligations under the Lease Agreement\nand Guarantee, respectively.", "source": "agreement_5.md" }, { "id": "2057", "text": "I am a member of the Bar of the\nState of New York, and I do not express herein any opinion as to any matters governed by any law other than the laws of the State of New York, the Delaware Limited Liability Company Act, the General Corporation Law of the State of Delaware and the\nFederal law of the United States. No opinion is expressed herein as to matters governed by (i) any Federal or New York securities laws, (ii) any Federal or New York tax laws, (iii) any Federal or New York anti-trust laws or the effect thereof, or\n(iv) the Act or any other laws, statutes, rules or regulations relating to the acquisition, ownership, registration, leasing, use or sale of the Aircraft, the Airframe or the Engines. Further, no opinion is expressed as to title to the Aircraft or\nany part thereof. \n\n  \n\n This opinion is furnished by me at your\nrequest for your sole benefit, and no other person or entity shall be entitled to rely on this opinion without my express prior written consent. This opinion shall not be published or reproduced in any manner or distributed or circulated to any\nperson or entity without my express prior written consent. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion speaks as of its date\nonly. I hereby disclaim any and all undertakings and obligations of any kind whatsoever to advise you of any changes that hereafter may be brought to my attention.", "source": "agreement_5.md" }, { "id": "2058", "text": "This opinion letter is provided subject to the following conditions: (1) nothing contained herein shall create any\nobligation of or right to look to me individually for any claim, liability, damage, loss or expense whatsoever whether arising in contract, in tort (including negligence and strict liability), or otherwise in connection with this opinion letter or\nwith the Lease Agreement or otherwise in connection with the transactions contemplated hereby or thereby and (2) no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, with respect to any such matters\nshall be taken against me. \n\n  \n\n Very truly yours, \n\n  \n\n [                                      \n      ] \n\n  \n\n Vice President & Counsel\n\n\n  \n\n\n8B-3", "source": "agreement_5.md" }, { "id": "2059", "text": "**SCHEDULE 8B** \n\n  \n\n **PART 2** \n\n  \n\n **FORM LEGAL OPINION OF LESSOR’S COUNSEL** \n\n  \n\n [DATE] \n\n  \n\n AIRTRAN AIRWAYS, INC. \n\n 9955 AirTran Boulevard \n\n Orlando, Florida 32827 \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | Re: | AirTran Airways, Inc., Lease of One Boeing Model B737-700 Aircraft Bearing Manufacturer’s Serial Number\n[            ] |\n\n  \n\n Ladies and Gentlemen: \n\n  \n\n We have\nacted as special counsel to [                        ] (“Lessor”), a wholly-owned subsidiary of General\nElectric Capital Corporation, a Delaware limited liability company, in connection with the transactions contemplated by the Aircraft Lease Agreement dated as of August 15, 2003 between Lessor and AirTran Airways, Inc. (“Lessee”), which\nincorporates by reference the terms and provisions of the Aircraft Lease Common Terms Agreement (the “Common Terms Agreement”) dated as of August 15, 2003 between Lessee and Aviation Financial Services Inc. (“AFS”) (collectively,\nthe “Lease Agreement”). This opinion letter is delivered to you pursuant to Section (c), Part B of Schedule 3 to the Common Terms Agreement. This opinion letter also is being delivered in connection with the Guarantee (the\n“Guarantee”), dated as of August 15, 2003, issued by AFS in favor of Lessee. \n\n  \n\n All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Lease Agreement. \n\n  \n\n\nIn rendering the opinions expressed below, we have examined the Lease Agreement and the Guarantee.", "source": "agreement_5.md" }, { "id": "2060", "text": "In rendering the opinions expressed below, we have examined the Lease Agreement and the Guarantee. \n\n  \n\n In our examination, we have assumed, with your permission and without\nindependent investigation: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of\nsuch copies; (iii) the due organization, valid existence and good standing of each party to the Lease Agreement and the Guarantee and the due authorization, execution and delivery of the Lease Agreement and the Guarantee by each party thereto; (iv)\nthe full power, authority and legal right of each party to the Lease Agreement and the Guarantee to enter into the same; (v) that each of the Lease Agreement and the Guarantee is the legal, valid and binding obligation of each party thereto (except\nLessor and Guarantor, as applicable), enforceable against each such party in accordance with its terms; (vi) that the parties \n\n\n  \n\n\n8B-4", "source": "agreement_5.md" }, { "id": "2061", "text": "have obtained and will obtain all necessary permits and other approvals for conducting their respective businesses and operations; (vii) the absence of\nevidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions; however, none of the attorneys in this firm who has rendered legal services in\nconnection with the representation described in the first paragraph of this opinion letter has any current actual knowledge of any such evidence; and (viii) the identity and capacity of all individuals acting or purporting to act as public officials\nor corporate officers. \n\n  \n\n We have without independent\ninvestigation relied upon and assumed the truth and accuracy of each of the representations and warranties in the Lease Agreement and the Guarantee as to factual matters contained in or made pursuant to the Lease Agreement and the Guarantee and\ncertificates delivered thereunder. We have not undertaken any independent investigation to determine the accuracy of any factual statement therein, and no inference that we have any knowledge of any matters pertaining to any such statement should be\ndrawn from our representation of Lessor and/or Guarantor. \n\n  \n\n In\nrendering the following opinions, we have relied, without making any independent investigation with respect thereto, upon the opinion of\n[                            ], acting as internal counsel to Lessor, delivered to you on the date\nhereof, as to the matters addressed therein. \n\n  \n\n Based upon and\nsubject to the foregoing and subject also to the comments, assumptions, qualifications and exceptions set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the\nopinion that:", "source": "agreement_5.md" }, { "id": "2062", "text": "The Lease Agreement constitutes the legal, valid\nand binding obligation of Lessor, enforceable against Lessor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally\nand public policy considerations (in the case of the indemnity provisions contained therein), and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Guarantee constitutes the legal,\nvalid and binding obligation of AFS, enforceable against AFS in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights and remedies of\ncreditors generally and public policy considerations (in the case of the indemnity provisions contained therein), and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law). \n\n  \n\n We are qualified to practice law in the State of New York and we express no\nopinion on the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York. We express no opinion as to (i) any state or federal securities laws, (ii) any state or federal tax laws, (iii) matters\ngoverned by Title 49 of the United States Code or by any other aviation law or law, statute, rule or regulation of the United States of America relating to the acquisition, ownership, leasing, registration, use, operation, maintenance, repair,\nreplacement, sale of or the particular nature of the Aircraft, (iv) the applicability of the laws of any jurisdiction that may limit the maximum rate or amount of interest that may be \n\n\n  \n\n\n8B-5", "source": "agreement_5.md" }, { "id": "2063", "text": "charged, taken, collected or received with respect to the obligations under the Lease Agreement or the Guarantee, or as to the effect of such laws if\napplicable, (v) any waiver of inconvenient forum provision in the Lease Agreement or the Guarantee , (vi) the creation, perfection or priority of any lien or security interest contemplated by the Lease Agreement or the Guarantee or (vii) any choice\nof law provisions in the Lease Agreement or the Guarantee. \n\n  \n\n This opinion speaks only as of the date hereof and we do not undertake any obligation to advise you of any changes in law or fact that occur after the date hereof. This opinion is limited to the matters expressly stated herein and no\nopinion or other statement may be inferred or implied beyond the matters expressly stated herein. At the request of our client, this opinion letter is provided to you solely for your benefit by us in our capacity as special counsel to Lessor in\nconnection with the transactions contemplated under the Lease Agreement and the Guarantee. This opinion letter may not be relied upon by you for any other purpose or relied upon, quoted or referred to, nor may copies be delivered to, any other\nPerson without, in each instance, our prior written consent. \n\n  \n\n Very truly yours, \n\n  \n\n HOLLAND & KNIGHT LLP \n\n  \n\n\n8B-6", "source": "agreement_5.md" }, { "id": "2064", "text": "**SCHEDULE 9** \n\n **EVENTS OF DEFAULT** \n\n  \n\n Each of the following\nevents or conditions constitutes an Event of Default: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | **Non-payment**: Lessee fails to make any payment of Rent, Supplemental Rent or Agreed Value on the due date and such failure continues for five (5) Business Days or more or\nLessee fails to make any payment of any other amount payable under the Lease on the due date and such failure continues for five (5) Business Days or more after notice has been given by Lessor to Lessee thereof; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | **Insurance**: Lessee fails to carry and maintain, or cause to be carried and maintained, insurance on and in respect of the Aircraft in accordance with the provisions of Section\n9 and Schedule 7; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | **Representation**: any representation or warranty made (or deemed to be repeated) by Lessee in or pursuant to the Lease or in any document or certificate or statement proves to\nhave been incorrect in any material respect when made or deemed to be repeated, and if such representation or warranty is capable of remedy, such failure to correct continues for thirty (30) or more after notice has been given by Lessor; or\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | **Cross-Default:** |", "source": "agreement_5.md" }, { "id": "2065", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | default in payment of Financial Indebtedness having a principal amount in excess of Fifteen Million Dollars ($15,000,000.00) by Lessee or Guarantor beyond any applicable grace\nperiod; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | any such Financial Indebtedness having a principal amount in excess of Fifteen Million Dollars ($15,000,000.00) becomes due, or capable of being declared due, prior to the date when\nit would otherwise have become due; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | any event of default or termination event, howsoever described, occurs under any Other Agreement and continues beyond any applicable grace period; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | **Insolvency:** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | Lessee or Guarantor consents to the appointment of a custodian, receiver, trustee or liquidator of itself or all or substantially all of its property or its\nconsolidated property, or Lessee or Guarantor admits in writing its inability to, or is unable to, or does not, pay its debts generally as they come due, or makes a general assignment for the benefit of creditors, or Lessee or Guarantor files a\nvoluntary petition in bankruptcy or voluntary petition seeking reorganization in a proceeding under any bankruptcy or \n |\n\n  \n\n\n9-1", "source": "agreement_5.md" }, { "id": "2066", "text": "| | | |\n| --- | --- | --- |\n|   |    | insolvency Laws (as now or hereafter in effect), or an answer admitting the material allegations of a petition filed against Lessee in any such proceeding, or Lessee or Guarantor by\nvoluntary petition, answer or consent seeks relief under the provisions of any other bankruptcy, insolvency or other similar Law providing for the reorganization or winding-up of debtors, or provides for an agreement, composition, extension or\nadjustment with its creditors or any board of directors or shareholder action is taken by Lessee or Guarantor in furtherance of any of the foregoing, whether or not the same is fully effected or accomplished; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | An order, judgment or decree is entered by any court appointing, without the consent of Lessee or Guarantor, a custodian, receiver, trustee or liquidator of or sequestering any of\nLessee’s or Guarantor’s property, and any such order, judgment or decree of appointment or sequestration remains in effect, undismissed, unstayed or unvacated for a period of 60 days after the date of entry thereof or at any time an order\nfor relief is granted; or |", "source": "agreement_5.md" }, { "id": "2067", "text": "| | | |\n| --- | --- | --- |\n|   | (iii) | An involuntary petition against Lessee or Guarantor or other proceeding under the United States Federal Bankruptcy Laws or other insolvency Laws (as now or hereafter in effect) is\nfiled and is not withdrawn or dismissed within 60 days thereafter or at any time an order for relief is granted in such proceeding, or if, under the provisions of any Law providing for reorganization or winding-up of debtors which may apply to\nLessee or Guarantor, any court of competent jurisdiction assumes jurisdiction over, or custody or control of, Lessee or Guarantor or of all or any material part of Lessee’s or Guarantor’s property, and such jurisdiction, custody or control\nremains in effect, unrelinquished, unstayed or unterminated for a period of 60 days or at any time an order for relief is granted in such proceeding; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (f) | **Delivery:** Lessee fails to comply with its obligation under Section 4 to accept delivery of the Aircraft pursuant to the Lease; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | **Redelivery:** Lessee fails to return the Aircraft to Lessor on the Expiry Date in accordance with Section 12; or |", "source": "agreement_5.md" }, { "id": "2068", "text": "| | | |\n| --- | --- | --- |\n|   | (h) | **Litigation:** a judgment for the payment of money not covered by insurance in excess of Fifteen Million Dollars ($15,000,000.00) (or the equivalent thereof in other currencies)\nshall be rendered against Lessee or any Lessee Affiliate and the same shall remain undischarged for a period of 30 days, unless during such period, execution of such judgment shall have been effectively stayed by agreement of the parties involved or\nby court order or such judgment shall have been adequately bonded; or |\n\n  \n\n\n9-2", "source": "agreement_5.md" }, { "id": "2069", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | **Breach:** Lessee fails to comply with any other provision of the Lease not referenced in this Schedule 9 and such failure continues for thirty (30) days after notice from\nLessor to Lessee or such failure continues for sixty (60) days after the notice if such failure is capable of remedy and there is no material risk of loss or damage to the Aircraft and Lessee is diligently pursuing a cure; or\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (j) | **Guarantee:** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | the Guarantor fails to make any payments under the Guarantee when due; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | any of the events listed in paragraph (d), (e) or (h) above occurs in respect of Guarantor (and for purposes of this paragraph(s), references in those paragraphs to Lessee shall be\ndeemed to be references to Guarantor). |\n\n  \n\n\n9-3", "source": "agreement_5.md" }, { "id": "2070", "text": "**SCHEDULE 10** \n\n  \n\n **FORM OF GUARANTEE** \n\n  \n\n GUARANTY \n\n  \n\n THIS GUARANTY (the “Guaranty”), dated as of\n                    , is given by\n                             , a\n                    (“Guarantor”), to\n                              (“Lessor”), for its benefit and the benefit of\nOwner as defined in the Lease referred to below (individually, “Beneficiary” and, collectively, “Beneficiaries”). \n\n  \n\n WITNESSETH: \n\n  \n\n WHEREAS, in connection with the leasing of that certain\n                     Aircraft bearing the Manufacturer’s Serial Number set forth on the cover page hereto (together with the engines\ninstalled thereon, the “Aircraft”), Lessor and                     , a\n                     corporation (“Lessee”), are entering or have entered into that certain Aircraft Lease Agreement, dated\nas of              ,         (including the Common Terms Agreement referred to therein, and as amended, supplemented or modified from time to time,\nthe “Lease”), providing for the lease by Lessor, as lessor, to Lessee, as lessee, of the Aircraft; and \n\n  \n\n WHEREAS, Beneficiaries desire support for the due and punctual payment, observance and performance of all of the obligations and liabilities of Lessee\n(the “Obligations”) under or in respect of the Lease and any documents related to the leasing of the Aircraft to which Lessee is a party (together with the Lease, as amended, supplemented or modified from time to time, the\n“Operative Documents”); and", "source": "agreement_5.md" }, { "id": "2071", "text": "WHEREAS, inasmuch\nas Lessee and Guarantor are members of a unified group of companies conducting interrelated and mutually dependent businesses, Guarantor, in furtherance of its business objectives, is willing to provide such support on the terms and conditions\nhereinafter set forth; \n\n  \n\n NOW, THEREFORE, in consideration of the\nforegoing premises, and to induce Beneficiaries to enter into the Operative Documents, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees for the benefit of Beneficiaries\nas follows: \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | Definitions. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | Guaranty. For value received and to induce Beneficiaries to enter into the Operative Documents, Guarantor, as a primary obligor and not as a surety, does hereby absolutely,\nunconditionally and irrevocably guarantee to Beneficiaries the due and punctual payment, observance and performance by Lessee of all of the Obligations. |\n\n  \n\n\n10-1", "source": "agreement_5.md" }, { "id": "2072", "text": "Accordingly, upon and during the occurrence and continuance of an Event of Default under the Lease,\nGuarantor shall forthwith upon demand, perform and observe all of such Obligations, to and for the benefit of Beneficiaries, strictly in accordance with the terms of the Lease and the other Operative Documents; provided, however, that\ndemand on Guarantor may be made prior to the occurrence and continuance of the applicable Event of Default under the Lease but Guarantor’s payment, performance, and observance shall not be due and owing until the occurrence and during the\ncontinuance of such Event of Default. Guarantor further agrees to pay any and all reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of legal counsel) that may be paid or incurred by any Beneficiary in\ncollecting any Obligations or in preserving or enforcing any rights under this Guaranty or under the Obligations. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3. | Absolute and Continuing Guaranty. The obligations of Guarantor under this Guaranty shall be absolute, continuing, unconditional and irrevocable and this Guaranty shall remain\nin full force and effect until such time as all of the Obligations are finally paid, performed and observed in full. The obligations of Guarantor set forth herein constitute the full recourse obligations of Guarantor enforceable against it to the\nfull extent of all its assets and properties, notwithstanding any provision in the Lease or any other Operative Documents limiting the liability of any Beneficiary or any other Person. |", "source": "agreement_5.md" }, { "id": "2073", "text": "| | |\n| --- | --- |\n| 4. | Strict Observance. To the maximum extent permitted by applicable Law, the obligations of Guarantor under this Guaranty shall not in any manner be affected\nby: (a) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in the Lease or any other any of the Operative Documents (including an increase in the Rent or in extension of the Term), or any\nother instrument or agreement applicable to any of the parties to such agreements, or to the Aircraft or any part thereof, or any assignment, mortgage or transfer of any thereof, or of any interest therein, or any leasing of the Aircraft, or any\nfurnishing or acceptance of any security, or any release of any security, for the obligations of Lessee under the Operative Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security;\n(b) any failure, omission or delay on the part of Lessee or any other Person to conform or comply with any term of any Operative Document; (c) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Operative\nDocument; (d) any extension of time for payment of or settlement, compromise or subordination of, Rent or any other Obligation; (e) the exchange, surrender, substitution or modification of any collateral security or guarantee for any-of the\nObligations; (f) any failure, omission or delay on the part of any of Beneficiaries to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty, or any such failure, omission or delay on the part of any of", "source": "agreement_5.md" }, { "id": "2074", "text": "Beneficiaries in connection with any Operative Document, or any other action on the part of Beneficiaries; (g) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors,\ncomposition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities or similar proceedings with respect to Lessee, Guarantor, any other Person, or any of their respective properties or creditors, or any\naction taken by any trustee or receiver or by any court in any such proceeding; (h) \n |", "source": "agreement_5.md" }, { "id": "2075", "text": "10-2", "source": "agreement_5.md" }, { "id": "2076", "text": "| | |\n| --- | --- |\n|   | \nany invalidity, illegality or unenforceability, in whole or in part, of any of the Operative Documents; (i) any defect in the title, compliance with\nspecifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use of the Aircraft or any portion thereof by Lessee or any other Person for any\nreason whatsoever (including any governmental prohibition or restriction, condemnation, requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration\nthereof (even though such duration would otherwise constitute a frustration of contract or an Event of Loss), whether or not resulting from accident and whether or not without fault on the part of Lessee or any other Person; (j) any permitted or\nnon-permitted assignment of the Lease by Lessee or any merger or consolidation of Lessee or Guarantor or any Affiliate into or with any other corporation, or any sale, lease or transfer of any of the assets of Lessee or Guarantor or any Affiliate to\nany other Person; (k) any change in the ownership of any shares of capital stock of Lessee or any Lessee Affiliate, or any change in the corporate relationship between Lessee or any Lessee Affiliate and Guarantor, or any termination of such\nrelationship; (l) any release or discharge, by operation of law, of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty, or any release, discharge or cancellation of the Obligations, other", "source": "agreement_5.md" }, { "id": "2077", "text": "than payment or performance in full of the Obligations; (m) the imposition or operation of any currency exchange controls in any country; (n) any failure of any Person to mitigate its damages; (o) the effect of any foreign or domestic laws, rules,\nregulations or actions of a court or governmental body or entity; or (p) any other condition, event or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor or otherwise, or which\nmight otherwise limit recourse against Guarantor, it being agreed that the obligations of Guarantor hereunder shall not be discharged except by payment and performance in full as herein provided. No failure to make demand or delay in making demand\non Guarantor for satisfaction of the obligations of Guarantor hereunder shall prejudice the right of Beneficiaries to enforce the obligations of Guarantor hereunder. |", "source": "agreement_5.md" }, { "id": "2078", "text": "| | |\n| --- | --- |\n| 5. | Waivers of Notice, Etc. To the maximum extent permitted by applicable Law, Guarantor hereby waives diligence, presentment, demand, protest or notice of any kind whatsoever\nwith respect to this Guaranty or the Obligations, including: (a) notice of acceptance of this Guaranty, notice of nonpayment or nonperformance of any of the Obligations and (b) all notices required by statute, rule of law or otherwise now or\nhereafter in effect to preserve any rights against Guarantor, and (w) any right to the enforcement, assertion or exercise against Lessee or any other Person or the Aircraft or any other collateral security for the Obligations of any right, power,\nprivilege or remedy conferred in any Agreement or otherwise, (x) any requirement to exhaust any remedies, (y) any requirement of promptness in commencing suit against any Person who may be or become liable thereon, and (z) any other circumstance\nwhatsoever which might otherwise constitute a legal or equitable discharge, release or defense of Guarantor or any surety or which might otherwise limit recourse against Guarantor. Each of the Obligations shall be deemed conclusively to have been\ncreated, contracted or incurred in reliance upon this Guaranty. |\n\n  \n\n\n10-3", "source": "agreement_5.md" }, { "id": "2079", "text": "| | |\n| --- | --- |\n| 6. | Extensions, Etc. Guarantor consents and agrees that Beneficiaries, or any of them, may in their sole discretion, to the extent otherwise permitted by the Operative Documents\nand to the maximum extent permitted by applicable Law, at any time or from time to time, (i) extend or shorten the Term of the Lease and/or renew, extend, or increase or decrease or otherwise change or modify the amount, time, manner, place or terms\nof payment, performance or observance of any or all of the Obligations, (ii) apply payments by Lessee or Guarantor to any Obligations, (iii) exchange, release or surrender any security or property which may at any time be held by it, (iv) release\nany surety or guarantor for or of any of the Obligations, (v) settle or compromise any or all of the Obligations with Lessee or any other Person liable thereon or (vi) subordinate the payment, performance or observance of all or any part thereof to\nthe payment, performance or observance of any other debts or obligations which may be due or owing to them or any other Person, all in such manner and upon such terms as Beneficiaries, or any of them, may deem proper, without further assent from\nGuarantor, who agrees to remain bound under this Guaranty notwithstanding any such extension, change, modification, amendment, release, surrender, settlement, compromise or subordination. |", "source": "agreement_5.md" }, { "id": "2080", "text": "| | |\n| --- | --- |\n| 7. | No Waiver. No failure on the part of any of Beneficiaries to exercise, and no delay in exercising, any right or power under this Guaranty shall operate as a waiver thereof,\nnor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power, or of any remedy, of any Beneficiary under this Guaranty, the Operative Documents or\napplicable law. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 8. | Guaranty of Performance. This Guaranty is a guaranty of payment and performance and not of collection and Guarantor waives any right to require that any action against Lessee\nor any Lessee Affiliate be taken or exhausted prior to action being taken against Guarantor. Guarantor shall pay to each Beneficiary on demand all reasonable attorneys’ fees and other reasonable expenses incurred by such Beneficiary in\nsuccessfully enforcing its rights and remedies hereunder. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 9. | Representations and Warranties. Guarantor represents and warrants to and for the benefit of each Beneficiary that: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Due Organization. Guarantor is a company duly organized under the Laws of Nevada and has the full power and authority to carry on its business as presently conducted and to\nenter into and perform its obligations under this Guaranty. |", "source": "agreement_5.md" }, { "id": "2081", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | Due Authorization. This Guaranty has been duly authorized by all necessary corporate action on the part of Guarantor, and does not require any stockholder\napproval or approval or consent of any trustee or holders of any indebtedness or other obligations of Guarantor, except such, if any, as have been duly obtained, and neither the execution and delivery hereof nor the consummation of the transactions\ncontemplated hereby will contravene any United States Federal or State Law applicable to Guarantor or result in any breach of, or constitute any default under, or result in the creation or imposition of any Security Interest upon any property of\nGuarantor under, any indenture, mortgage, deed of trust, \n |\n\n  \n\n\n10-4", "source": "agreement_5.md" }, { "id": "2082", "text": "| | |\n| --- | --- |\n|   | \nconditional sales contract, bank loan or credit agreement, corporate charter, by-law, or other agreement or instrument to which Guarantor is a party or by\nwhich Guarantor or its properties’ or assets are bound. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | Enforceability. This Guaranty has been entered into and delivered by Guarantor and constitutes the valid, legal, and binding obligation of Guarantor, except as enforceability\nmay be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ or lessors’ rights or remedies generally and by general principles of equity (regardless of whether such\nenforceability is considered in a proceeding in equity or at law). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | Consents. The execution and delivery by Guarantor of this Guaranty has received, and Guarantor has complied with every necessary consent, approval, order, or authorization\nof, or registration with, or the giving of prior notice to, any United States Federal or State Government Entity or other Government Entity having jurisdiction with respect to the execution and delivery of this Guaranty or the validity and\nenforceability hereof or the satisfaction of all monetary or other obligations hereunder. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | No Litigation. There are no suits, arbitrations or legal proceedings (including any administrative proceeding) pending or threatened before any Government Entity against\nGuarantor or with respect to any property of Guarantor which may reasonably be expected to have a material adverse effect upon its ability to perform its obligations hereunder. |", "source": "agreement_5.md" }, { "id": "2083", "text": "| | | |\n| --- | --- | --- |\n|   | (f) | Investment Company. Guarantor is not an “investment company” as defined in the Investment Company Act of 1940, as amended. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (g) | Submission to Jurisdiction. Guarantor has validly submitted to the jurisdiction of the courts of the County of New York, State of New York and/or the Federal courts for the\nSouthern District of New York (as applicable). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (h) | No Broker. Except for one or more financial advisors to Guarantor, the fees for which the Beneficiaries shall have no liability, Guarantor has not retained or employed any\nbroker, finder or financial advisor to act on its behalf in connection with the transactions contemplated hereby and it has not authorized any broker, finder or financial advisor retained or employed by any other Person to so act.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 10. | Certain Covenants: Guarantor covenants and agrees with each Beneficiary as follows: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Guarantor’s Financial Statements. Guarantor agrees that it will furnish to Lessor: |", "source": "agreement_5.md" }, { "id": "2084", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | within forty-five (45) days after the last day of each of its fiscal periods (other than the end of its fiscal year), a copy of the unaudited consolidated\nmanagement accounts for Guarantor and its consolidated subsidiaries for such period, certified by an authorized officer of Guarantor to the effect \n |\n\n  \n\n\n10-5", "source": "agreement_5.md" }, { "id": "2085", "text": "| | | |\n| --- | --- | --- |\n|   |      | that such accounts present fairly the consolidated financial condition of Guarantor and its consolidated subsidiaries as of such date in accordance with GAAP consistently applied\nexcept as noted and subject to year-end adjustments; and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (ii) | within ninety (90) days after the last day of each of its fiscal years, a copy of the audited financial statements for Guarantor and its consolidated subsidiaries, together with a\ncopy of the auditor’s unqualified certification in respect thereof. |\n\n  \n\n Notwithstanding subsections (i) and (ii) of this Section 10, so long as Guarantor is subject to, and complying with, the reporting requirements under the Securities and Exchange Act of 1934, Guarantor’s\nobligations under such subsections (i) and (ii) shall be suspended. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Mergers, Consolidations and Sales. Guarantor shall not consolidate with or merge into or with any other corporation or other Person, and not convey, transfer, lease or\notherwise dispose of all or substantially all of its property and other assets to, or acquire all or substantially all of the property or other assets or capital stock of (if such acquisition is analogous in either purpose or effect to a\nconsolidation or merger of Guarantor), any corporation or other Person, unless Guarantor provides Lessor with prior written notice of such transaction describing such transaction in reasonable detail and providing Lessor with evidence reasonably\nsatisfactory to Lessor demonstrating that such transaction will comply with the following requirements of this Section and unless: |", "source": "agreement_5.md" }, { "id": "2086", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | the Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially all of such\nproperty and other assets or stock (the “Successor Entity”): (A) immediately after giving effect to such transaction, shall be Guarantor or shall have acquired or succeeded to all or substantially all of the property and other assets of\nGuarantor (if such assets are being transferred) as an entirety, and shall have a tangible net worth of not less than Guarantor’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such transaction\n(provided, however, that if Guarantor’s tangible net worth at such time is greater than Guarantor’s tangible net worth as at December 31, 2002, then such person may have a tangible net worth, (determined in accordance with GAAP) that is up\nto ten percent (10%) less than Guarantor’s net worth immediately prior to such transaction; and (B) execute and deliver, or cause to be executed and delivered, to Lessor an agreement, in form and substance reasonably satisfactory to Lessor\nwhich is a legal, valid, binding and enforceable assumption by such Successor Entity of the due and punctual performance and observance of each covenant and condition of the Guaranty and the other related documents to which Guarantor is a party, and\nan officer’s certificate to such effect and to the effect that the other requirements of this Section have been satisfied, and a legal opinion from counsel to such effect and otherwise in such form and substance reasonably satisfactory to\nLessor; and |\n\n  \n\n\n10-6", "source": "agreement_5.md" }, { "id": "2087", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | no Significant Default or Event of Default shall have occurred and be continuing and no Default shall occur as a result thereof. |", "source": "agreement_5.md" }, { "id": "2088", "text": "| | |\n| --- | --- |\n| 11. | Bankruptcy, Etc. Guarantor agrees that if at any time all or any part of any payment or performance theretofore applied by any Beneficiary to any of the Obligations is or\nmust be rescinded or returned by any Beneficiary for any reason whatsoever (including the insolvency, bankruptcy or reorganization of Lessee), such Obligations shall, for the purposes of this Guaranty, to the extent that such payment or performance\nis or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by Beneficiaries, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as\nthough such application by a Beneficiary had not been made. If an Event of Default shall at any time have occurred and be continuing, or the exercise of any remedy pursuant to the Lease, shall at such time be prevented by reason of the pendency\nagainst Lessee or any other Person of a case or proceeding under a bankruptcy, insolvency or similar law, or if the Lease or any other Operative Document shall be terminated as a result of a rejection or disaffirmance in a bankruptcy, insolvency or\nsimilar proceeding involving Lessee, Guarantor or any Affiliate of either Lessee or Guarantor, Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the Lease or such other Operative Documents shall be deemed to be in\ndefault with the same effect as if the Lease or such other Operative Documents had been enforceable in accordance with the terms thereof, and Guarantor shall forthwith pay all amounts, or any of them, to be paid thereunder, any interest thereon and", "source": "agreement_5.md" }, { "id": "2089", "text": "any other amounts guaranteed hereunder or provided herein. In the circumstance described in the preceding sentence, any election of remedies and any determination of any such amount may be made solely for purposes of this Guaranty and any required\nnotice or demand upon Lessee is hereby waived by the Guarantor and may, at the option of a Beneficiary, be given or made upon the Guarantor. Guarantor agrees that it shall be liable for the full amount of the Obligations guaranteed hereby,\nirrespective of and without regard to, any modification, limitation or discharge of liability, rejection or disaffirmance that may result from or in connection with any bankruptcy, insolvency or similar proceeding involving Lessee, Guarantor, any\nAffiliate, or any other Person. |", "source": "agreement_5.md" }, { "id": "2090", "text": "| | |\n| --- | --- |\n| 12. | Governing Law; Jurisdiction; Judgment. Section 15.8 of the Common Terms Agreement shall apply to Guarantor and this Guaranty, *mutatis mutandis*, as though references\ntherein to “Lessee” were references to Guarantor and references therein to the “Lease” were references to this “Guaranty”. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 13. | Assignment. Beneficiaries may at any time grant a Security Interest in or sell, assign, transfer, delegate or otherwise dispose of all or any part of their respective rights,\ntitles and interests in and under this Guaranty and, in such event, this Guaranty shall inure to the benefit of, and be enforceable by, the applicable successors and assigns of Beneficiaries. Guarantor shall not permit to exist any Security Interest\nin respect of, or assign, delegate or otherwise transfer (voluntarily, involuntarily, by operation of law or otherwise) any of its rights or obligations hereunder, and any such action shall be null and void. |\n\n  \n\n\n10-7", "source": "agreement_5.md" }, { "id": "2091", "text": "| | |\n| --- | --- |\n| 14. | Guarantor’s Obligations; Setoff. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | Guarantor. Guarantor’s obligation to make all payments due hereunder and to perform its other obligations hereunder shall be absolute and unconditional and shall in no\nevent be subject to any right of setoff, recoupment, deduction or counterclaim or any other defense which Guarantor or any other Person may now or hereafter have against any Beneficiary or any other Person, which Guarantor hereby waives.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | Lessor. Lessor may set off any Obligation of Guarantor hereunder against any obligation owed by Lessor or any of its Affiliates under the Transaction Agreements to Lessee or\nGuarantor or any of their Affiliates. |", "source": "agreement_5.md" }, { "id": "2092", "text": "| | |\n| --- | --- |\n| 15. | Limitations on Subrogation. (a) Guarantor shall become entitled to subrogation rights by reason of performance of any of its obligations hereunder, provided, that such\nrights are and shall be subject and subordinate to the rights of the Beneficiaries against Lessee under the Lease in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings related to Lessee, or in the event\nof any proceedings for voluntary liquidation, dissolution or other winding up of Lessee, whether or not involving insolvency or bankruptcy proceedings, such that the Obligations shall be finally paid and performed in full before any payment in\nrespect of a subrogation claim by Guarantor shall be made by or on behalf of Lessee and (b) notwithstanding the foregoing provisions, or any other provision of this Guaranty or the Lease, if an Event of Default is in existence, Guarantor hereby\nirrevocably waives and relinquishes any and all rights of subrogation, contribution, reimbursement or other payment from Lessee or Lessee’s estate, whether arising by contract or operation of law (including any such right arising under the\nUnited States Bankruptcy Code) or otherwise arising out of, or on account of, any sums which have been claimed or are thereafter claimable against Guarantor under this Guaranty, which waiver shall be in effect unless and until all of the Obligations\nshall have been finally paid and performed in full. The waiver and relinquishment of rights provided for in the immediately preceding sentence shall be irrevocable and unconditional regardless of whether any such right is reduced to judgment", "source": "agreement_5.md" }, { "id": "2093", "text": "liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. The provisions of this paragraph are made for the express benefit of Lessee as well as each Beneficiary and may be enforced independently\nby Lessee or any such Beneficiary, in each case, after the date of such Event of Default. |", "source": "agreement_5.md" }, { "id": "2094", "text": "| | |\n| --- | --- |\n| 16. | Severability of Provisions. Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the\nextent of such prohibition or unenforceability without invalidating the remaining portions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other\njurisdiction. |\n\n  \n\n\n10-8", "source": "agreement_5.md" }, { "id": "2095", "text": "| | |\n| --- | --- |\n| 17. | Amendments. This Guaranty and any provision hereof may be terminated, waived, amended, modified or supplemented only by an agreement or instrument in writing, specifying the\nprovision (or, if applicable, the whole of this Guaranty) intended to be terminated, waived, amended, modified or supplemented, and executed by Guarantor and Lessor. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 18. | Government Authorizations. Guarantor will obtain from time to time all permits, licenses, approvals and authorizations of, and will file all registrations and declarations\nwith, all governmental authorities, bureaus and agencies and will pay all stamp duties required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty (including, payments hereunder, in the lawful\ncurrency of the United States of America, of the Obligations) and will take all actions necessary to maintain each such permit, license approval authorization, registration or declaration in full force and effect. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 19. | Payments. Sections 5.5, 5.6, 5.10 and 5.17 of the Common Terms Agreement shall apply to payments made by Guarantor hereunder, *mutatis mutandis*, as if references\ntherein to “Lessee” were references to Guarantor and references therein to the “Lease” were references to this “Guaranty”. |", "source": "agreement_5.md" }, { "id": "2096", "text": "| | |\n| --- | --- |\n| 20. | Performance. Performance by Guarantor of any or all of the obligations of Lessee under and pursuant to the Operative Documents shall, for all purposes thereof, constitute\nperformance by Lessee of such obligations to the extent so performed by Guarantor under this Guaranty. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 21. | Headings. Paragraph headings used herein are for convenience only and shall not be used or construed to define, interpret, expand or limit any provision hereof.\n |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 22. | Entire Agreement. This Guaranty constitutes, on and as of the date hereof, the entire agreement of Guarantor and Beneficiaries with respect to the subject matter hereof, and\nsupersedes all prior or contemporaneous understandings or agreements, whether written or oral, between Guarantor and Beneficiaries with respect to the subject matter hereof. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 23. | Further Assurances. Guarantor shall execute and deliver all such instruments and take all such actions as a Beneficiary may from time to time reasonably request in order to\neffectuate and perfect fully the purposes of this Guaranty, and any or all of any Beneficiary’s rights, titles, interest, benefits or remedies hereunder. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 24. | Successors and Assigns. This Guaranty shall be binding upon the successors and assigns of the Guarantor, as and to the extent provided in this Guaranty.\n |\n\n  \n\n\n10-9", "source": "agreement_5.md" }, { "id": "2097", "text": "| | |\n| --- | --- |\n| 25. | Notices. Every notice, request, demand or other communication under this Guaranty shall be given and effective as set forth in the Lease. Guarantor’s address for notices\nis: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|  \n\n---\n\n |    |   |\n|  \n\n---\n\n |    |   |\n|  \n\n---\n\n |    |   |\n\n  \n\n or to such other address or facsimile\nnumber as is notified by Guarantor to Lessor under this Guaranty. \n\n  \n\n IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as of the day and year first above written. \n\n  \n\n\n\n\n| |\n| --- |\n| AIRTRAN HOLDINGS, INC. |\n| | |\n| By: |   |  \n\n---\n\n |\n| Name: |   |   |\n| Title: |   |   |\n\n  \n\n Accepted as of the \ndate\nbelow written: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| By: |   |  \n\n---\n\n |\n| Name: |   |   |\n| Title: |   |   |\n| Date: |   |   |\n\n  \n\n\n10-10 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE 11** \n\n  \n\n **[INTENTIONALLY OMITTED]** \n\n  \n\n  \n\n\n11 - 1 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE 12** \n\n  \n\n **[INTENTIONALLY OMITTED]** \n\n  \n\n  \n\n\n12 - 1", "source": "agreement_5.md" }, { "id": "2098", "text": "**SCHEDULE 13** \n\n **FORM OF ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT** \n\n  \n\n THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (MSN     ) (this “Agreement”), dated as of             \nis entered into by and between                     , a company incorporated under the laws of\n                 (“Assignor”), and                 , a\n                          (“Assignee”). \n\n  \n\n W I T N E S S E T H: \n\n  \n\n WHEREAS, [Lessee], a company incorporated under the Laws of\n             (“Lessee”) and Assignor have heretofore entered into that certain Aircraft Lease Agreement, dated as of\n            , 200\\_ (“ALA”), which incorporates by reference therein a Common Terms Agreement dated as of\n                    , 200   between\n                     and Lessee (“CTA”), as amended and supplemented from time to time (collectively, the\n“Lease”) (terms not otherwise defined herein shall have the meanings assigned to them in the Lease), which Lease relates to the Aircraft (as defined in Annex I hereto); \n\n  \n\n WHEREAS, Assignor and Assignee have entered into an aircraft sale and purchase agreement dated on or prior to the date\nhereof (“Purchase Agreement”); \n\n  \n\n WHEREAS,\npursuant to the Purchase Agreement, Assignor’s interest in the Lease is being transferred to Assignee, as contemplated by Section 14.2 of the CTA;", "source": "agreement_5.md" }, { "id": "2099", "text": "WHEREAS, in connection with the foregoing, Assignor desires to assign all of its right, title and interest in, to and under the Lease to Assignee,\nAssignee desires to assume certain of Assignor’s obligations under the Lease, and, pursuant to the Lease, Lessee has agreed to release Assignor from Assignor’s obligations under the Lease to the extent agreed to be assumed by Assignee\nhereunder, all on the terms and subject to the conditions hereinafter set forth; \n\n  \n\n NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: \n\n  \n\n Article 1. Definitions. \n\n  \n\n For purposes of this Agreement, the following terms shall have the\nrespective meanings set forth below. \n\n  \n\n “Effective\nTime” has the meaning given to such term in Section 6.4 below. \n\n  \n\n “Lien” shall mean a Security Interest as defined in the Lease (without giving effect to the exclusion of Lessor Liens set forth therein). \n\n  \n\n\n13 - 1", "source": "agreement_5.md" }, { "id": "2100", "text": "“Permitted Lien” shall mean (i) any Lien which is created by or results from debts or\nliabilities or actions of Lessor or its Affiliates and (ii) any Lien (other than a Lessor Lien) which Lessee is permitted under the Lease to allow to subsist (including rights conferred on Lessee or any third parties by the Lease) or which is\notherwise attributable to or for which Lessee is responsible under the Lease. \n\n  \n\n “Prior Party” shall mean a prior lessor (other than Assignor) under the Lease, if applicable. \n\n  \n\n Article 2. Assignment and Assumption.", "source": "agreement_5.md" }, { "id": "2101", "text": "2.1 Assignor for $10 and for other good and valuable consideration, receipt of which is hereby acknowledged, does hereby assign, transfer, sell and convey\nunto Assignee, without recourse or, except as provided below in this Section 2.1, representation or warranty, all of Assignor’s right, title and interest accruing on or after the Effective Time hereof in, to and under the Lease, free and clear\nof Liens other than Permitted Liens, to have and hold the said Lease unto Assignee, its successors and assigns, to and for its and their use forever; provided, however, that Assignor retains and does not assign to Assignee any rights\nor benefits accrued or arising pursuant to the Lease in respect of the period prior to the Effective Time hereof, including, without limitation, Rent paid in advance prior to the date hereof and which is allocable to the period prior to the\nEffective Time, and Assignor retains and does not assign to Assignee hereby Assignor’s (or if applicable, a Prior Party’s) rights under Sections 5.6, 5.7, 5.9, 5.10, 5.12, 9 (as an additional insured in their capacity as an Indemnitee for\nliability purposes only), 10 or 14.3 of the CTA or under Part IV of Schedule B to the Aircraft Lease Agreement as if Assignor and such Prior Parties continued to be named as a Tax Indemnitee or Indemnitee or Special Tax Indemnitee, as the case may\nbe, thereunder in the capacity as “Lessor” (and/or Owner, Financing Parties’ Representative and Financing Party, as the case may be) for the period prior to the Effective Time and in the capacity as a Prior Party for the period after", "source": "agreement_5.md" }, { "id": "2102", "text": "the Effective Time (collectively, the “Retained Rights”). In furtherance of the foregoing, (i) Assignor shall pay to Assignee on the date of the Effective Time an amount equal to all Rent paid in advance and allocable to the period\non or after the date of the Effective Time in accordance with the terms and conditions of the Purchase Agreement and (ii) from the Effective Time, Assignee shall be entitled to all rights, remedies and benefits of Lessor provided for under the\nLease, including, without limitation, the right to make all inspections and determinations and give all requests thereunder, the right to receive all payments and other performance by Lessee thereunder and the right to exercise all rights and\nremedies of Lessor with respect to Lessee or the Aircraft thereunder other than in respect of Retained Rights.", "source": "agreement_5.md" }, { "id": "2103", "text": "2.2 Assignee hereby assumes all of the duties, liabilities, and obligations of Lessor under the Lease arising or accruing on or after the Effective Time,\nand agrees that it shall be bound by all the terms of, and shall undertake all of the obligations of Lessor contained in, the Lease, arising on or after the Effective Time hereof; provided, however, that Assignee does not assume, and Assignor shall\nbe and shall remain obligated to Lessee for, all duties, liabilities and obligations of Lessor under the Lease arising or accruing prior to the Effective Time or related to any of the Retained Rights (the “Retained Obligations”).\nFor avoidance of doubt, Assignee hereby confirms that, from the Effective Time, it is assuming all the obligations of Lessor under \n\n  \n\n\n13 - 2", "source": "agreement_5.md" }, { "id": "2104", "text": "the Lease (other than the Retained Obligations) including the obligations, if any, of Lessor under Sections 5.11, 7.1 and\n7.2 of the CTA. Assignee hereby agrees that any consent, approval, election, waiver or other similar action made or taken by, or binding upon, Assignor or a Prior Party with respect to the Aircraft or otherwise pursuant to the Lease, which in each\nsuch case is evidenced by a writing, shall be binding on Assignee. \n\n  \n\n 2.3 Assignee and Assignor hereby covenant and agree to execute and to deliver to each other and to Lessee from time to time such other documents, instruments and agreements as any of them reasonably may request in order to further evidence\nthe assignment, assumption and substitution effected hereby or otherwise to carry out the purposes and intent of this Agreement. Assignee agrees that, in all matters relating to any Retained Rights, Assignee shall not amend the Lease or otherwise\nact in derogation of any Retained Rights. \n\n  \n\n 2.4 In furtherance\nof the foregoing, Assignor hereby agrees to [pay to Assignee an amount equal to the Deposit] [transfer to Assignee the Letter of Credit] [and pay an amount equal to Lessor’s maximum potential Maintenance Contribution liability under Section 7.2\nof the CTA as of the Effective Time]. [Assignor and Assignee shall execute and deliver a receipt for such payments, which receipt shall be acknowledged by Lessee pursuant to which acknowledgment Lessee shall agree that, upon Assignee’s receipt\nof such payments, Assignor shall not have any further obligations under the Lease relating to the Deposit, Supplemental Rent or Maintenance Contributions or amounts payable in respect thereof and Assignee’s obligations in respect thereof as of\nthe date hereof shall be limited to the amounts set forth in such receipt.]", "source": "agreement_5.md" }, { "id": "2105", "text": "Article 3. Release. \n\n  \n\n 3.1 For the avoidance of\ndoubt, pursuant to Section 14.2 of the CTA, Lessee shall, subject to Section 14.3 of the CTA, be bound by the foregoing assignment and assumption, including, without limitation, Assignor’s reservation of rights and benefits provided for above,\nand Assignor (and all other Prior Parties) continuing as a “Tax Indemnitee” and an “Indemnitee” and a “Special Tax Indemnitee”, as the case may be, under and for purposes of Sections 5.6, 5.7, 5.9, 5.10, 5.12, 9 (as an\nadditional insured in their capacity as an Indemnitee for liability purposes only), 10 and 14.2 of the CTA and Part IV of Schedule B of the Aircraft Lease Agreement as provided above. Except as provided above with respect to Retained Rights and\nRetained Obligations, on and as of the Effective Time, pursuant to Section 14.2 of the Lease, Lessee shall be deemed to have agreed that Assignor is hereby released and discharged from each and every obligation, liability (express or implied) or\nduty under or pursuant to the Lease (included under Sections 5.11, 7.1 and 7.2 of the CTA) arising or accruing on or after the Effective Time hereof and, for such purposes, Assignee shall be substituted in lieu of Assignor as the “Lessor”\nunder the Lease.", "source": "agreement_5.md" }, { "id": "2106", "text": "3.2 Except as provided above with respect to\nRetained Rights and Retained Obligations and as provided in Section 3.1 above, on and as of the Effective Time, Assignor hereby agrees that Lessee is hereby released and discharged from each and every obligation, liability (express or implied) or\nduty under or pursuant to the Lease arising or accruing on or after the Effective Time hereof. \n\n  \n\n\n13 - 3", "source": "agreement_5.md" }, { "id": "2107", "text": "Article 4. Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee\nthat: \n\n  \n\n 4.1 [Assignee is a “citizen of the United\nStates” within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights\narrangements).] \n\n  \n\n 4.2 Assignee is a [corporation][limited\nliability company][national banking association] organized and validly existing in good standing under the laws of [            ] and has the\n             power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. \n\n  \n\n 4.3 This Agreement has been duly authorized all necessary corporate action on\nthe part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to\nAssignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit\nagreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. \n\n  \n\n 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with\nrespect to the execution, delivery or performance of this Agreement by Assignee.", "source": "agreement_5.md" }, { "id": "2108", "text": "4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such\nenforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability\nis considered in a proceeding in equity or at law). \n\n  \n\n 4.6\n[Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of\n[            ] according to [Moody’s Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a\nguarantor meeting either such standard; debt rating representation would confirm satisfaction of Section 14.3(c)(x)(ii) of the CTA] \n\n  \n\n 4.7 [Assignee is not an airline or an Affiliate of an airline.] \n\n  \n\n\nArticle 5. Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that: \n\n  \n\n\n13 - 4", "source": "agreement_5.md" }, { "id": "2109", "text": "5.1 Assignor is a [corporation][limited liability company][national banking association] organized and\nvalidly existing in good standing under the laws of [            ] and has the              power to own its assets\nand to carry on its business as presently conducted and to enter into and perform this Agreement. \n\n  \n\n 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery\nhereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of\nAssignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments\nto which Assignor is a party or by which Assignor or its properties or assets are bound. \n\n  \n\n 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement\nby Assignor. \n\n  \n\n 5.4 This Agreement has been duly executed and\ndelivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or\nother similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). \n\n  \n\n Article 6. Miscellaneous.", "source": "agreement_5.md" }, { "id": "2110", "text": "Article 6. Miscellaneous. \n\n  \n\n 6.1 This Agreement shall be binding upon and inure to the benefit of the\nparties hereto and their successors and assigns. Assignor and Assignee agree that Lessee shall be a third party beneficiary of this Agreement. \n\n  \n\n 6.2 This Agreement has been executed and delivered in the State of New York, and this Agreement, including all matters of construction, validity and\nperformance, shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made in such State and to be performed entirely within such State. \n\n  \n\n 6.3 This Agreement may be executed by the parties hereto in separate\ncounterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. \n\n  \n\n 6.4 Subject to satisfaction of the conditions precedent set forth in Section 14.3 of the CTA, this Agreement shall become\neffective at the time of [execution by Assignor and Assignee] [filing of this Agreement for recordation with the FAA] (the “Effective Time”). Assignor and Assignee agree to notify Lessee of the Effective Time promptly after the\noccurrence thereof pursuant to a Notice of Assignment substantially in the form of Annex 2 hereto[, and to notify the applicable broker and/or insurers of the substance of Section 2.1 of the Assignment Notice promptly after the Effective Time].\n\n\n  \n\n  \n\n\n13 - 5", "source": "agreement_5.md" }, { "id": "2111", "text": "6.5 [Assignor/Assignee] shall reimburse Lessee for all reasonable out-of-pocket fees, costs, and expenses\nincurred by Lessee, as and to the extent provided in Section 14.3(b) of the CTA. \n\n  \n\n IN WITNESS WHEREOF, the parties hereto have each caused this Assignment, Assumption and Release Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year\nfirst above written. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| ASSIGNOR: |   |   |   |  \n\n---\n\n |\n| | | | | |\n|   |   |   |   |   |   | By: |   |  \n\n---\n\n |\n|   |   |   |   |   |   | Name: |   |   |\n|   |   |   |   |   |   | Title: |   |   |\n| | | |\n| ASSIGNEE: |   |   |   |  \n\n---\n\n |\n| | | | | |\n|   |   |   |   |   |   | By: |   |  \n\n---\n\n |\n|   |   |   |   |   |   | Name: |   |   |\n|   |   |   |   |   |   | Title: |   |   |\n\n  \n\n\n13 - 6 \n\n\n\n\n\n\n\n---\n\n\n**Annex I** \n\n **to Assignment Agreement (MSN     )** \n\n  \n\n Description of Aircraft and Lease \n\n  \n\n Aircraft: \n\n  \n\n Lease: \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| **Instrument**\n\n---\n\n |   | **Date of Instrument**", "source": "agreement_5.md" }, { "id": "2112", "text": "|   | **Date of Instrument**\n\n---\n\n |   | **Recording Date and Number**\n\n---\n\n |\n| Aircraft Lease Agreement |   |   |   |   |\n| | | |\n| Common Terms Agreement |   |   |   |   |\n\n  \n\n\nAnnex I-1", "source": "agreement_5.md" }, { "id": "2113", "text": "**Annex II** \n\n **To Assignment Agreement (MSN     )** \n\n  \n\n [Lessee \n\n Address] \n\n  \n\n NOTICE OF ASSIGNMENT RE: MSN                      \n\n\n \n\n Ladies and Gentlemen: \n\n  \n\n Please find attached hereto a true and correct and fully executed Assignment, Assumption and Release Agreement (MSN\n    ) between the Assignor and Assignee named therein (the “Assignment Agreement”) with respect to the lease of Aircraft bearing manufacturer’s serial number\n            . Terms used herein and not otherwise defined have the meanings given to them in the Assignment Agreement. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | Notice. Assignor and Assignee hereby notify Lessee of the assignment, assumption and release with respect to the Lease provided for in the attached Assignment Agreement,\nwhich assignment, assumption and release are in full force and effect. The “Effective Time” as defined therein occurred at\n                        . |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | Lease Amendments/Supplements. The following amendments and/or supplements to the Lease are hereby made effective automatically on and for the period from and after the\nEffective Time. |\n\n  \n\n 2.1 The definitions of the\nfollowing terms in Section 1.1 of the ALA are hereby amended and/or supplemented as set forth below: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | The term “Financing Documents” is amended to the following new definition: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | [                                      \n                                        \n              ] |", "source": "agreement_5.md" }, { "id": "2114", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | The term “Financing Parties” is amended to the following new definition: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | [                                      \n                                        \n              ] |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | The term “Financing Parties’ Representative” is amended to the following new definition: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | [                                      \n                                        \n              ] |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | The term “Indemnitees” includes Assignee as Lessor, [            ] as Owner[,\n[            ] as Financing Parties’ Representative and [            ] as Financing Parties]. All Indemnitees prior to the\nEffective Time remain as Indemnitees. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | The term “Lessor” in the first sentence of the first paragraph of the ALA is hereby amended to refer to Assignee. |\n\n  \n\n\nAnnex II - 1", "source": "agreement_5.md" }, { "id": "2115", "text": "| | | |\n| --- | --- | --- |\n|   | (f) | Section 3.4 of the ALA is hereby deleted in its entirety and replaced with the following: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | “For the purposes of Section 5.5 of the Common Terms Agreement, Lessor’s bank account and wire transfer particulars, to which all payments by Lessee to Lessor shall be\nmade, are at the date hereof:                     .” |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.2 | Section 6 of the ALA is hereby amended by deleting Lessor’s contact information appearing therein and replacing it in its entirety with the following: |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | Lessor: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | Address: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | Attn: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | Facsimile: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   |    | Telephone |", "source": "agreement_5.md" }, { "id": "2116", "text": "| | | |\n| --- | --- | --- |\n|   |    | Telephone |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3. | Lessee’s Representation of Warranties. Upon receipt hereof, and in consideration of Assignor’s and Assignee’s representations, warranties and covenants\ncontained in the Assignment Agreement, Lessee shall be deemed to represent and warrant to Assignor of Assignee that: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.1 | Lessee is a corporation organized and validly existing in good standing under the laws of [            ] and has\nthe corporate power to own its assets and to carry on its business as presently conducted and to enter into and perform the Lease. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.2 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, the Lease is in full force and effect, and a true, complete and current description of the\nLease is attached hereto as Annex B (and is accurately described in the Assignment Agreement), which contains all written amendments, waivers or other modifications thereto as of the date hereof, and there have been no oral amendments, waivers or\nother modifications of any provisions of the Lease, in each case which continue in effect on or after the Effective Time. |", "source": "agreement_5.md" }, { "id": "2117", "text": "| | | |\n| --- | --- | --- |\n|   | 3.3 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, Lessee has no disputes with Assignor, and, to the knowledge of Lessee, Lessee has no claims\nagainst Assignor, under or in respect of the Lease. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.4 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, no prior notice of assignment of the Lease has been received by Lessee [other than\n            ]. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.4 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, neither the Aircraft nor any Engine is subject to a requisition by any Government Entity,\nnor to any sublease, interchange or charter. |\n\n  \n\n\nAnnex II - 2", "source": "agreement_5.md" }, { "id": "2118", "text": "| | | |\n| --- | --- | --- |\n|   | 3.5 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, no unrepaired damage with, to the knowledge of Lessee, a cost of repair or replacement in\nexcess of the Damage Notification Threshold, and no Event of Loss or incipient Event of Loss, has occurred with respect to the Aircraft or any Engine. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.6 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, no Default with respect to the payment of Rent and, to the knowledge of Lessee, no other\nDefault has occurred and is continuing. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.7 | Lessee has made no prepayments of Rent. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.8 | Except as notified in writing by Lessee to Assignee within 10 days from the date hereof, as of the date hereof, the Agreed Value, [and] monthly Rent [, the Supplemental Rent\namounts,] [the Deposit] [the Letter of Credit] [, and the amount of Lessor’s maximum Maintenance Contribution liability] are as set forth on Annex A hereto. |", "source": "agreement_5.md" }, { "id": "2119", "text": "| | |\n| --- | --- |\n| 4. | Plates. Upon receipt hereof, Lessee shall be deemed to have agreed that Lessee will, at Assignee’s expense, procure that replacement fireproof plates are affixed to the\nAircraft in compliance with Section 8.7(d) of the CTA at the next scheduled maintenance check of the Aircraft and Assignee agrees that no Default shall occur under the Lease due to Lessee’s failure to install such replacement fireproof plates\nprior to such time. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 5. | Further Assurances. Each of the parties hereto agrees from time to time to do and perform such other and further acts and to execute and deliver any and all such instruments\nas may be required by law or reasonably requested by any other party hereto to establish, maintain and protect the rights and remedies of the parties hereto and to carry out and effect the intended purpose of the Assignment Agreement; provided that\nLessee shall not be required to perform or do any act or thing or execute or deliver any instrument that would in any material respect increase Lessee’s indemnity or other payment obligations under the Lease or diminish Lessee’s rights\nunder the Lease (determined as of the Effective Time by applying all applicable Laws in effect as of the Effective Time or enacted prior to the Effective Time and becoming effective thereafter). In particular, Lessee agrees that it will use\nreasonable commercial efforts to obtain within 10 days from the date hereof an acknowledgment from the applicable insurance broker or insurer that it received the notice referred to in Section 6.4 of the Assignment Agreement.\n |\n\n  \n\n\nAnnex II - 3", "source": "agreement_5.md" }, { "id": "2120", "text": "Please acknowledge your receipt of this Notice of Assignment and confirmation of the foregoing terms hereof by executing\na counterpart hereof and returning it to the Assignee. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| [Assignor] |    | [Assignee] |\n| | |\n| By: |    | By: |\n| Name: |    | Name: |\n| Title: |    | Title: |\n| | |\n| Acknowledged and Confirmed: |    |   |\n| [Lessee] |    |   |\n| | |\n| By: |    |   |\n| Name: |    |   |\n| Title: |    |   |\n| | |\n| Dated:                                     \n             |    |   |\n\n  \n\n\nAnnex II - 4 \n\n\n\n\n\n\n\n---\n\n\n**ANNEX A** \n\n **TO NOTICE OF ASSIGNMENT (MSN     )** \n\n  \n\n Agreed Value: $             \n\n Rent:\n$             \n\n [Supplemental Rent: [amount payable by category]] \n\n Deposit: $             \n\n Letter of Credit:              \n\n [Maximum Maintenance\nContribution Liability: $            ] \n\n  \n\n  \n\n\nAnnex A - 1 \n\n\n\n\n\n\n\n---\n\n\n**ANNEX B** \n\n  \n\n\n**TO NOTICE OF ASSIGNMENT (MSN     )** \n\n  \n\n Copy of complete Lease \n\n  \n\n\nAnnex B - 1", "source": "agreement_5.md" }, { "id": "2121", "text": "**SCHEDULE 14** \n\n **FORM OF LEASE SUPPLEMENT NO. 1** \n\n  \n\n LEASE\nSUPPLEMENT NO. 1, dated as of                     ,             , between\n                                    , [a corporation organized\nunder the laws of                     ] [, not in its individual capacity, but solely as owner trustee] (“Lessor”), and\n                                        ,\na corporation organized under the laws of the                     (“Lessee”). \n\n  \n\n Lessor and Lessee have previously entered into that certain Aircraft Lease Agreement dated as\nof                     , including the Common Terms Agreement as defined therein (collectively, herein referred to as the\n“Agreement” and the defined terms therein being hereinafter used with the same meaning). The Agreement provides for the execution and delivery from time to time of a Lease Supplement substantially in the form hereof for the purpose of\nleasing the aircraft described below under the Agreement as and when delivered by Lessor to Lessee in accordance with the terms thereof. \n\n  \n\n The Agreement and this Lease Supplement relate to the Aircraft, Engines and Parts as more precisely described below and in the Certificate of Technical Acceptance. A\ncounterpart of the Agreement is attached hereto and shall be filed together with this Lease Supplement with the FAA. \n\n  \n\n In consideration of the premises and other good and sufficient consideration, Lessor and Lessee hereby agree as follows:", "source": "agreement_5.md" }, { "id": "2122", "text": "In consideration of the premises and other good and sufficient consideration, Lessor and Lessee hereby agree as follows: \n\n  \n\n 1. Lessor hereby delivers and leases to Lessee under and pursuant to the Agreement and\nLessee hereby accepts, acknowledges receipt of possession and leases from Lessor under and pursuant to the Agreement, that certain\n                     aircraft, and the\n                     (    )\n                             Engines (each of which Engines has 750 or more rated takeoff horsepower\nor the equivalent of such horsepower) described in Schedule 1 hereto, together with the Aircraft Documents and Records described in the Agreement (the “Delivered Aircraft”). \n\n  \n\n 2. The Delivery Date of the Delivered Aircraft is the date of this Lease Supplement set forth in the opening paragraph hereof. \n\n\n \n\n 3. The Term for the Delivered Aircraft shall commence on the Delivery Date and shall end\non the Expiry Date, with respect to which the Scheduled Expiry Date shall be [insert date]. \n\n  \n\n 4. The amount of Rent for the Delivered Aircraft is set forth in Schedule B to the Agreement. \n\n  \n\n 5. Lessee hereby confirms to Lessor that (i) the Delivered Aircraft and each delivered Engine have been duly marked in accordance with the terms of Section 8.6(a) of the\nAgreement, (ii) the Aircraft is insured as required by the Agreement, (iii) the representations and warranties of Lessee referred to in Section 2.1 of the Agreement are hereby repeated with effect as of the date first above written, (iv) having\ninspected the Delivered Aircraft, Lessee acknowledges that \n\n  \n\n\n14 - 1", "source": "agreement_5.md" }, { "id": "2123", "text": "the Delivered Aircraft satisfies all conditions required for Lessee’s acceptance of delivery as set forth in the\nAgreement, (v) [insert where applicable: except as set forth in that certain letter agreement dated the date hereof between Lessor and Lessee,] Lessor has satisfied all Lessee Conditions Precedent, and (vi) the execution and delivery of this Lease\nSupplement signifies absolute and irrevocable acceptance by Lessee of the Delivered Aircraft for all purposes hereof and of the Agreement. \n\n  \n\n 6. Lessor hereby confirms to Lessee that (i) the representations and warranties of Lessor referred to in Section 2.1 of the Agreement are hereby repeated with effect as\nof the date first above written and (ii) Lessor acknowledges that [insert where applicable: except as set forth in that certain letter agreement dated the date hereof between Lessor and Lessee,] Lessee has satisfied all Lessor Conditions Precedent.\n\n\n  \n\n 7. This Lease Supplement shall be governed by and construed in accordance with\nthe Laws of the State of New York. This Lease Supplement is hereby deemed executed and delivered pursuant to the Agreement in the State of New York. \n\n  \n\n 8. This Lease Supplement may be executed in any number of counterparts; each of such counterparts, shall for all purposes be deemed to be an original; and all such\ncounterparts shall together constitute but one and the same Lease Supplement; provided, that to the extent, if any, that this Lease Supplement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any\napplicable jurisdiction), no security interest in this Lease Supplement may be created through the transfer or possession of any counterpart other than the “Original”, which shall be indicated on the signature page thereof.", "source": "agreement_5.md" }, { "id": "2124", "text": "9. This Lease Supplement supplements and forms a part of the Agreement. The Agreement, as\nsupplemented hereby, is hereby ratified, approved and confirmed in all respects. \n\n  \n\n IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement No. 1 to be duly executed as of the day and year first above written. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| LESSOR, |   |   |   | LESSEE, |\n| | | |\n| [INSERT LESSOR’S NAME] |   |   |   | [INSERT LESSEE’S NAME] |\n| | | | | |\n| By: |   |", "source": "agreement_5.md" }, { "id": "2125", "text": "|   |   |   | By: |   |  \n\n---\n\n |\n| Name: |   |  \n\n---\n\n |   |   |   | Name: |   |  \n\n---\n\n |\n| Title: |   |  \n\n---\n\n |   |   |   | Title: |   |  \n\n---\n\n |\n\n  \n\n\n14 - 2 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE 15** \n\n  \n\n **[INTENTIONALLY OMITTED]** \n\n  \n\n\n15-1", "source": "agreement_5.md" }, { "id": "2126", "text": "**SCHEDULE 16** \n\n  \n\n **FORM OF LETTER OF CREDIT** \n\n  \n\n [GE Capital Aviation Services, Limited \n\n Aviation House \n\n Shannon \n\n Co. Clare \n\n Ireland] \n\n  \n\n [GE Capital Aviation Services, Inc. \n\n 201 High Ridge Road \n\n Stamford, CT 06927] \n\n  \n\n Dated\n                     \n\n  \n\n This Letter of Credit is provided in connection with the lease of that ***[aircraft type]*** aircraft ***[serial no.]*** to\n***[lessee******]***. This letter of credit however creates primary obligations on us and is independent from the lease. \n\n  \n\n On the instructions of ***[lessee]*** and for its account, we hereby establish this irrevocable Letter of Credit to authorize GE Capital Aviation Services, as\nmanager of the aircraft, to draw on [***appropriate branch/department details/address of issuing bank***] an amount or amounts not exceeding a total of USD ***[amount in figures*** (***amount in words]*** United States\nDollars) upon receipt by us of a signed demand certificate from you in the following format (with the square bracketed sections completed): \n\n  \n\n “On behalf of [***lessor name***], the undersigned as an authorized signatory or representative of GE Capital Aviation Services hereby draws upon your\nirrevocable Letter of Credit dated [***date of this letter of credit***] and instructs you to transfer US$ [***amount in figures]*** (***[amount in words]*** United States Dollars) to [***insert appropriate bank\ndetails****]* immediately.”", "source": "agreement_5.md" }, { "id": "2127", "text": "We will honor drawings under this\nLetter of Credit upon our receipt of such a demand certificate (by facsimile to fax number: [***bank fax number***], mail, courier service or by hand) and will make payment to the account specified in the demand certificate, for value no\nlater than close of business on the next succeeding banking day following our receipt of the demand certificate. If any drawing hereunder does not conform with these terms, we shall promptly notify you of that, state the reason(s) why and hold the\ndocument(s) presented at your disposal (or return them to you if you so request). \n\n  \n\n Partial drawings are permitted. \n\n  \n\n This letter of credit expires on\n[***initial expiry date***] (“Expiry Date”) but shall be automatically extended, without the need for amendment, for one year from the said Expiry Date and annually thereafter unless at least 60 days prior to the then applicable\nExpiry Date we have notified you by registered mail that we will not renew the letter of credit for the following year. \n\n  \n\n\n16-1", "source": "agreement_5.md" }, { "id": "2128", "text": "This Letter of Credit is transferable and constitutes an obligation to make payment against documents. \n\n  \n\n 1Except as provided above, this Letter of Credit is issued subject to the Uniform Customs and\nPractice for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500 and is governed by New York law. Unless you otherwise require, any disputes arising out of or in connection with this letter of credit shall be\nresolved before the United States District Court for the Southern District of New York and any New York State court sitting in the County of New York, New York, and all related appellate courts. \n\n  \n\n All bank charges, including, but not by way of limitation, fees or commissions, shall be for\nthe applicant’s account. \n\n\n\n---\n\n\n\n\n| | |\n| --- | --- |\n| 1 | Alternatively where bank wants to use ISP 98: Except as provided above, this Letter of Credit is issued subject to the International Standby Practices 1998 and is governed by\nNew York law. Unless you otherwise require, any disputes arising out of or in connection with this letter of credit shall be resolved before the United States District Court for the Southern District of New York and any New York State court sitting\nin the County of New York, New York, and all related appellate courts. |\n\n  \n\n\n16-2", "source": "agreement_5.md" }, { "id": "2129", "text": "EX-10.7\n10\ndex107.htm\nFORM OF AIRCRAFT LEASE AGREEMENT\n\nForm of Aircraft Lease Agreement\n**EXHIBIT 10.7** \n\n  \n\n **TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY\nAPPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POS0SESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART DESIGNATED AS THE\nORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August\n15, 2003** \n\n  \n\n **between** \n\n  \n\n **AFS Investments 54 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, September 2004 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2130", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 55 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, October 2004 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2131", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 56 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, November 2004 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2132", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 57 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, December 2004 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2133", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 54 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, January 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2134", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 55 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, February 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2135", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 56 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, March 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2136", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 57 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, April 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2137", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 54 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, May 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2138", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 55 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, September 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2139", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 56 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, October 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2140", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 57 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, November 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2141", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 54 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, November 2005 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2142", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 55 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, January 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2143", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 56 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, February 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2144", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 57 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, March 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2145", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 54 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, April 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2146", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 55 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, May 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2147", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 56 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, June 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2148", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 57 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, September 2006 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)*** \n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2149", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 54 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, June 2004 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2150", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments 55 LLC** \n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, June 2004 Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease Supplement No. 1)*** \n\n  \n\n\n\n---\n\n  \n\n **incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation\nFinancial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2151", "text": "---\n\n\n**TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE\nAS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART\nDESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR** \n\n  \n\n **AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **Dated as of August 15, 2003** \n\n  \n\n **between**\n\n  \n\n **AFS Investments [    ] LLC**\n\n  \n\n **as Lessor** \n\n  \n\n **and** \n\n  \n\n **AirTran Airways, Inc.** \n\n  \n\n **as Lessee** \n\n  \n\n **in respect of Aircraft: Boeing B737-700, [            ] Scheduled Delivery Month** \n\n  \n\n **Serial No:** ***(As set forth in Lease Supplement No. 1)***\n\n  \n\n **Registration No:** ***(As set forth in Lease\nSupplement No. 1)*** \n\n  \n\n\n\n---\n\n  \n\n\n**incorporating the provisions of a** \n\n  \n\n **COMMON TERMS AGREEMENT** \n\n  \n\n **Dated August 15, 2003** \n\n  \n\n **Between Aviation Financial Services Inc. and AirTran Airways, Inc.** \n\n  \n\n\n\n---", "source": "agreement_6.md" }, { "id": "2152", "text": "**AIRCRAFT LEASE AGREEMENT** \n\n  \n\n **THIS AIRCRAFT LEASE AGREEMENT** is made as of August 15, 2003 and is \n\n  \n\n **BETWEEN:** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | AFS Investments [    ] LLC, a limited liability company organized under the Laws of the State of Delaware having its principal place of business and chief\nexecutive office at 201 High Ridge Road, Stamford, Connecticut 06927 (“Lessor”); and |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | AirTran Airways, Inc., a company incorporated under the Laws of the State of Delaware having its principal place of business and chief executive office at 9955 AirTran Boulevard,\nOrlando, Florida 32827 (“Lessee”). |\n\n  \n\n **WHEREAS:** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (A) | Lessee wishes to lease the Aircraft (as defined below) from Lessor, and Lessor wishes to lease the Aircraft to Lessee, on the terms and subject to the conditions provided herein;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (B) | Aviation Financial Services Inc. (“AFSI”), an Affiliate of Lessor, and Lessee have entered into the Common Terms Agreement (as defined below) in respect of aircraft that\nmay be leased from time to time by Lessee or one of its Affiliates from Lessor or one of its Affiliates; and |", "source": "agreement_6.md" }, { "id": "2153", "text": "| | | |\n| --- | --- | --- |\n|   | (C) | Lessor and Lessee wish to incorporate by reference such Common Terms Agreement, as well as Schedules A and B attached hereto, into this Aircraft Lease Agreement for the Aircraft and\na true and complete copy of such Common Terms Agreement is attached hereto as Schedule C; |\n\n  \n\n **NOW, THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree\nas follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 1. | **INTERPRETATION** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 1.1 | **Definitions:** In this Aircraft Lease Agreement, the following capitalized words and expressions have the respective meanings set forth below: |\n\n  \n\n **AD Compliance Period** means 90 days after the Return Occasion.\n\n\n  \n\n **Aircraft** means the Boeing B737-700 aircraft (which\nterm includes, where the context admits, a separate reference to all Engines, Parts and Aircraft Documents and Records), with two (2) CFM56-7B20 Engines, all as more completely described on Schedule A hereto. \n\n  \n\n\n-2-", "source": "agreement_6.md" }, { "id": "2154", "text": "**Airframe Structural Check and Assumed Ratio** have the meanings specified in Schedule B. \n\n\n \n\n **Airframe Supplemental Rent, Annual Supplemental Rent Adjustment and\nAPU Supplemental Rent** have the meanings specified in Schedule B. \n\n  \n\n **Common Terms Agreement****or CTA** means the “Aircraft Lease Common Terms Agreement” dated as of August 15, 2003 executed by AFSI and Lessee (as in effect on the date hereof without, unless Lessor and Lessee otherwise\nexpressly agree, giving any effect to any subsequent amendment, supplement, waiver or other modification thereto), and which forms part of this Aircraft Lease Agreement. \n\n  \n\n **Delivery Condition Requirements** means the requirements specified in Part II of Schedule A. \n\n  \n\n **Delivery Location** means Seattle, Washington, or such other location\nwithin the continental US as shall be mutually acceptable to Lessor and Lessee. \n\n  \n\n **Deposit** means all amounts payable pursuant to Section 3.1 hereof. \n\n  \n\n **Discount Rate** has the meaning specified in Schedule B. \n\n  \n\n **Early Termination Date** has the meaning specified in Section 2.4 hereof. \n\n  \n\n **Engine Refurbishment** has the meaning specified in Schedule B. \n\n  \n\n **Engine Agreed Value** has the meaning specified in Schedule B.\n\n\n  \n\n **Engine Supplemental Rent and Engine LLP Supplemental\nRent** have the meanings specified in Schedule B.", "source": "agreement_6.md" }, { "id": "2155", "text": "**Engine Supplemental Rent and Engine LLP Supplemental\nRent** have the meanings specified in Schedule B. \n\n  \n\n **Extended Expiry Date** means (i) with respect to the First Extension Option, the date that corresponds to the Scheduled Expiry Date in the 12th month after the Scheduled Expiry Date; (ii) with respect to the Second Extension Option, the date that corresponds to the Scheduled Expiry Date in the 24th month after the Scheduled Expiry Date; (iii) with respect to the Third Extension Option, the date that corresponds to the Scheduled Expiry Date in the\n36th month after the Scheduled Expiry Date; and (iv) with respect to the Fourth Extension Option, the date that\ncorresponds to the Scheduled Expiry Date in the 3rd month after the then applicable Scheduled Expiry Date.\n\n\n  \n\n **Extension Option** means any of the extension options\ngranted to Lessee pursuant to Section 2.3 hereof. \n\n  \n\n\n-3-", "source": "agreement_6.md" }, { "id": "2156", "text": "**Final Delivery Date** means the date that is 365 days after the last day of the Scheduled Delivery\nMonth. \n\n  \n\n **GECC** means General Electric Capital\nCorporation, a Delaware Corporation. \n\n  \n\n **Guarantor** means\nAirTran Holdings, Inc. \n\n  \n\n **Habitual Base** means the United\nStates of America or, subject to the prior written consent of Lessor, any other country or countries in which the Aircraft is for the time being habitually based. \n\n  \n\n **Indemnitee** means each of Lessor, Owner, AFSI (if neither Lessor nor Owner), GECAS (in its capacity as lease manager),\nthe Financing Parties’ Representative, and the Financing Parties, and their respective successors and permitted assigns, and each of their respective Affiliates, directors, officers, representatives, agents and employees; provided, however,\nthat none of the foregoing Persons shall be deemed “Indemnitees” in respect of such Person’s status as a manufacturer or maintenance servicer or provider. \n\n  \n\n **Interest Rate** has the meaning specified in Schedule B. \n\n  \n\n **Landing Gear Supplemental Rent** has the meaning specified in Schedule\nB. \n\n  \n\n **LC Amount** is not applicable. \n\n  \n\n **Lease** means and includes this Aircraft Lease Agreement, Schedules A\nand B hereto, each Lease Supplement hereto, including Lease Supplement No. 1, and the Common Terms Agreement. \n\n  \n\n **Lessor/Owner Tax Jurisdiction** has the meaning specified in Schedule B. \n\n  \n\n **Manufacturer** means the manufacturer of the Airframe or an Engine, as the case may be, as set forth on Schedule A\nhereto.", "source": "agreement_6.md" }, { "id": "2157", "text": "**Minimum APU Limit, Minimum Component Calendar\nLife, Minimum Component Cycles, Minimum Component Flight Hours, Minimum Engine Cycles, Minimum Engine Flight Hours, Minimum Landing Gear Calendar Time, Minimum Landing Gear Cycles, Minimum Landing Gear Flight Hours and Minimum Liability Coverage**\nhave the meanings specified in Schedule B. \n\n  \n\n **Owner** means\nLessor. \n\n  \n\n **Pre-Approved Bank** means any bank organized\nunder the laws of the United States or any State thereof, or the New York branch of a major international bank, in each \n\n  \n\n\n-4-", "source": "agreement_6.md" }, { "id": "2158", "text": "case (a) for only so long as its long-term Dollar denominated unsecured debt (or if it does not have\nlong-term unsecured Dollar denominated debt, its parent corporation’s long-term unsecured Dollar denominated debt) carries a rating from S&P of A+ or better, and (b) so long as each Letter of Credit, if applicable, issued by any such bank\nto Lessor permits drawings thereunder by facsimile. \n\n  \n\n **Redelivery Location** means Lessee’s principal maintenance base or such other redelivery location as Lessor and Lessee may mutually agree upon. \n\n  \n\n **Scheduled Delivery Month** means [            ].\n\n\n  \n\n **Scheduled Expiry Date** means the day preceding the\nnumerically corresponding day to the Rent Commencement Date one hundred and eighty three (183) months after the Rent Commencement Date or in the event that the date would fall on a day that is not a Business Day, the immediately succeeding Business\nDay, unless such date is extended pursuant to Lessee’s exercise of an Extension Option, in which case the Scheduled Expiry Date shall be the Extended Expiry Date corresponding to such Extension Option. \n\n  \n\n **State of Registry** means the United States of America. \n\n  \n\n **Supplemental Rent** means all amounts payable pursuant to Section 3.3\nhereof. \n\n  \n\n **Tax Indemnitee** has the meaning specified in\nSchedule B.", "source": "agreement_6.md" }, { "id": "2159", "text": "**Tax Indemnitee** has the meaning specified in\nSchedule B. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 1.2 | **Interpretation**: Unless otherwise defined or expressly specified herein, capitalized words and expressions when used in this Aircraft Lease Agreement have the same respective\nmeanings as defined in the Common Terms Agreement. The construction provisions of Section 1.2 of the Common Terms Agreement shall apply to this Aircraft Lease Agreement. In the event of a conflict between the provisions of this Aircraft Lease\nAgreement and the provisions of the Common Terms Agreement, the provisions of this Aircraft Lease Agreement shall control. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2. | **LEASING** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.1 | **Agreement to Lease**: Subject to the terms and conditions of the Lease, Lessor will lease the Aircraft to Lessee and Lessee will take delivery of and lease the Aircraft from\nLessor in accordance with the Lease for the duration of the Term. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.2 | **Term**: Subject to Sections 4.1 through 4.4 of the Common Terms Agreement, Delivery of the Aircraft will occur at the Delivery Location, whereupon Lessee shall accept the\nAircraft hereunder and evidence such Delivery and acceptance by executing and delivering Lease Supplement No. 1 as provided in Section 4.3 of the |\n\n  \n\n\n-5-", "source": "agreement_6.md" }, { "id": "2160", "text": "Common Terms Agreement. The Term will commence on the Delivery Date, which Delivery Date is scheduled to\noccur in the Scheduled Delivery Month, and will expire on the Scheduled Expiry Date unless terminated earlier in accordance with the provisions of the Lease or unless extended in accordance with the provisions of the Lease. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.3 | **Extension Options**: |", "source": "agreement_6.md" }, { "id": "2161", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | Provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled\nExpiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “First Extension Option”). Provided that Lessee exercises the First Extension Option in accordance herewith, and further provided that Lessee shall\nnot have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in\nthis Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to\nfurther extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional\nright to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First\nExtension Option, Second Extension Option and Third Extension Option, the “Extension Options”). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | In order to exercise any Extension Option, the following conditions must be satisfied: |", "source": "agreement_6.md" }, { "id": "2162", "text": "| | | |\n| --- | --- | --- |\n|   | (i) | [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor shall have received a written notice\nfrom Lessee stating that it is exercising the Extension Option, which notice once given shall be irrevocable.] [FOR EVEN NUMBERED DELIVERY POSITIONS—With respect to the First Extension Option, Second Extension Option and Third Extension Option,\nnot later than twelve (12) months prior to then applicable Scheduled Expiry Date and with respect to the Fourth Extension Option, not later than fifteen (15) months prior to the Scheduled Expiry Date as extended, Lessor shall have received a written\nnotice from Lessee stating that it is exercising the Extension Option, which notice once given shall be irrevocable.] |\n\n  \n\n\n-6-", "source": "agreement_6.md" }, { "id": "2163", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | Promptly after such notice, Lessee shall deliver to Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to such extension, as Lessor may\nreasonably request. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise of the Extension Option or on\nthe then applicable Scheduled Expiry Date (as determined without giving effect to Lessee’s exercise of the Extension Option). |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (i) | with respect to the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry\nDate” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the\nwords “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent\nCommencement Date”); |", "source": "agreement_6.md" }, { "id": "2164", "text": "| | | |\n| --- | --- | --- |\n|   | (ii) | with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry\nDate” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words\n“one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement\nDate”); |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iii) | with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry\nDate” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension\n |\n\n  \n\n\n-7-", "source": "agreement_6.md" }, { "id": "2165", "text": "Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the\ndefinition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (iv) | in the event Lessee does not exercise any of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects to exercise the Fourth Extension\nOption, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred eighty six (186) months after the\nRent Commencement Date”. |\n\n  \n\n For the avoidance\nof doubt, Lessor and Lessee acknowledge and agree that the Fourth Extension Option may only be exercised once during the Term. Lessor and Lessee further acknowledge and agree that all other provisions of the Lease shall remain in full force and\neffect. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.4 | **Early Termination Option**: Notwithstanding the other provisions of the Lease, Lessee shall have the right to terminate the leasing of the Aircraft hereunder on the date which\ncorresponds to the Scheduled Expiry Date three (3) months prior to the Scheduled Expiry Date (the “Early Termination Date”) provided that: |", "source": "agreement_6.md" }, { "id": "2166", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | Lessee shall give Lessor notice in writing (the “Termination Notice”) of its exercise of such right not less than twelve (12) months prior to the Early Termination Date,\nwhich notice once given shall be irrevocable; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | no Significant Default nor any Event of Default shall have occurred and be continuing on the date on which Lessee issues the Termination Notice or on the Early Termination Date; and\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | upon receipt by Lessor of the Termination Notice given by Lessee in respect of the Aircraft, the “Expiry Date” of the Aircraft Lease Agreement shall be deemed to be the\nEarly Termination Date, and the Lease shall be deemed to have been so amended automatically, but all other provisions of the Lease shall remain in full and unvaried force and effect. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.5 | **Guarantee:** Lessee is required to provide a Guarantee by Guarantor in accordance with Section 5.15 of the Common Terms Agreement and a legal opinion of Lessee’s legal\ncounsel (who may be Lessee’s in-house legal counsel) in respect of the Guarantee in form and substance reasonably acceptable to Lessor. Contemporaneously with entering into this Aircraft Lease Agreement, Lessor is required to provide a\nguarantee of Lessor’s obligations hereunder by AFSI. Lessor |\n\n  \n\n\n-8-", "source": "agreement_6.md" }, { "id": "2167", "text": "is required to provide a legal opinion of AFSI’s legal counsel (who may be AFSI’s in-house\nlegal counsel) in respect of such guarantee in form and substance reasonably acceptable to Lessee. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 2.6 | **Pre-Delivery Adverse Change:** Lessor will have the right prior to delivery to cancel the Lease, if in Lessor’s judgment, acting reasonably and in good faith, in relation\nto the date hereof there occurs, or could reasonably be expected to occur within six (6) months of the date of Lessor’s determination, any material adverse change in Lessee’s financial condition, its operations, its liabilities, its\nbusiness or its prospects, or in its ability to perform its obligations contemplated hereunder or in the ability of Lessor to exercise any right or remedy customarily afforded a lessor of aircraft to a Certificated Air Carrier. Without limiting the\ngenerality of the foregoing, such a material adverse change shall be deemed to have occurred if Lessee or Guarantor files, is subject to an involuntary filing or announces that it is contemplating the filing of, a petition in bankruptcy or voluntary\npetition seeking reorganization in a proceeding under any bankruptcy or insolvency Laws. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3. | **PAYMENTS** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.1 | **Deposit**: Lessee shall pay to Lessor the Deposit in cash (to which Deposit Section 5.13 of the Common Terms Agreement shall apply), in the amounts and at the times provided in\nSchedule B hereto. |", "source": "agreement_6.md" }, { "id": "2168", "text": "| | | |\n| --- | --- | --- |\n|   | 3.2 | **Rent**: Lessee shall pay Rent to Lessor on each Rent Date during the Term in the amount provided in Schedule B hereto and as provided in Sections 5.2 and 5.3 of the Common\nTerms Agreement. The first installment of Rent shall be due and payable on the Rent Commencement Date as defined herein. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.3 | **Supplemental Rent**: Lessee shall pay Supplemental Rent to Lessor on each applicable date during the Term in the amounts provided in Schedule B hereto and as provided in\nSection 5.4 of the Common Terms Agreement. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.4 | **Lessor’s Bank Account:** For the purposes of Section 5.5 of the Common Terms Agreement, Lessor’s bank account and wire transfer particulars, to which all payments to\nLessor shall be made, are at the date hereof: Deutsche Bank Trust Company, New York, ABA Number 021-001-033, for the account of GE Capital Aviation Services, Inc., as Manager, for credit to AFS Investments\n[            ] LLC, Account Number 50-234-585. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.5 | **Lessor’s Maintenance Contribution**: Lessor shall make maintenance contribution payments as and to the extent provided in Section 7.2 of the Common Terms Agreement.\n |\n\n  \n\n\n-9-", "source": "agreement_6.md" }, { "id": "2169", "text": "| | | |\n| --- | --- | --- |\n|   | 3.6 | **Tax Indemnity**: Lessor has assumed that MACRS Deductions (as defined in Schedule B) shall be available to Lessor in respect of the leasing of the Aircraft and that no more\nthan ten percent (10%) of any items of income, deduction, or loss in respect of the Aircraft or the leasing thereof will be from foreign sources. The indemnification obligations of Lessee with respect thereto are set forth in Part IV of Schedule B.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 3.7 | **MCPH**: It is acknowledged that Lessee may wish (either at Delivery or subsequently) to enroll the Engines into an engine maintenance agreement with GE Engine Services\n(“GEES”) on a restored hour basis (the “GEES MCPH Agreement”). If Lessee enters into the GEES MCPH Agreement, in lieu of the maintenance contributions contemplated by Section 3.5 hereof, and provided no Significant Default or\nEvent of Default has occurred and is continuing as to which Lessor is then exercising remedies, in connection with performance of an Engine Refurbishment, Lessor shall pay directly to GEES the lesser of (a) the amount required by the GEES MCPH\nAgreement at the relevant time, and (b) the balance of the Supplemental Rent received and not previously disbursed by Lessor corresponding to the Engine Refurbishment of the relevant Engine. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 4. | **CONDITION OF THE AIRCRAFT AT DELIVERY** |", "source": "agreement_6.md" }, { "id": "2170", "text": "| | | |\n| --- | --- | --- |\n|   | 4.1 | On the Delivery Date, as a condition to Lessee’s obligation to accept delivery thereof, the Aircraft shall be in the condition provided in Part II of Schedule A hereto. As\npromptly as practicable after Delivery, Lessee will install a Nameplate in accordance with Section 8.6(a) of the Common Terms Agreement which reads as follows: |\n\n  \n\n “This [Aircraft] [Engine] is owned by AFS Investments [    ] LLC and is leased to AirTran Airways,\nInc. and may not be or remain in the possession of or be operated by, any other person without the prior written consent of AFS Investments [    ] LLC.” \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 4.2 | It is intended that Lessor shall acquire the Aircraft from the Manufacturer for the purpose of leasing it to Lessee hereunder. Notwithstanding the terms of the Common Terms\nAgreement: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | the Scheduled Delivery Date shall be the date notified by the Manufacturer as the date for delivery of the Aircraft under the aircraft purchase agreement; |\n\n\n \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | the Pre-Delivery Procedure referenced in Section 4.2 of the Common Terms Agreement shall be carried out immediately prior to such acquisition of the Aircraft; and\n |\n\n  \n\n\n-10-", "source": "agreement_6.md" }, { "id": "2171", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | Lessor will offer to deliver the Aircraft to Lessee at the Delivery Location immediately subsequent to such acquisition. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 5. | **CONDITION OF THE AIRCRAFT AT REDELIVERY** |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 5.1 | On the Return Occasion, Lessee shall redeliver the Aircraft to Lessor at the Redelivery Location or, if applicable, as specified in Section 13.2 of the Common Terms Agreement, and\nat such redelivery the Aircraft shall be in the condition provided in Part III of Schedule A hereto and in the Common Terms Agreement, including Schedule 6 of the Common Terms Agreement. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 6. | **ADDRESSES FOR NOTICES** |\n\n  \n\n The addresses and facsimile and telephone numbers of Lessor and Lessee are as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| Lessor: |    | AFS Investments [    ] LLC |\n| Address: |    | c/o GE Capital Aviation Services, Inc. |\n|   |    | 201 High Ridge Road |\n|   |    | Stamford, Connecticut 06927 |\n| Attention: |    | Contracts Leader |\n| Facsimile: |    | [                ] |\n| Telephone: |    | [                ] |\n| Email: |    | notices@gecas.com |\n\n  \n\n With a copy to:", "source": "agreement_6.md" }, { "id": "2172", "text": "With a copy to:\n\n\n  \n\n\n\n\n| |\n| --- |\n| GE Capital Aviation Services, Inc. |\n| | |\n| Address: |    | 201 High Ridge Road |\n|   |    | Stamford, Connecticut 06927 |\n| Attention: |    | Contracts Leader |\n| Facsimile: |    | [                ] |\n| Telephone: |    | [                ] |\n| Email: |    | notices@gecas.com |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| Lessee: |    | AirTran Airways, Inc. |\n| Address: |    | 9955 AirTran Boulevard |\n|   |    | Orlando, Florida 32827 |\n| Attention: |    | General Counsel |\n| Facsimile: |    | [                ] |\n| Telephone: |    | [                ] |\n| Email: |    | [                ] |\n\n  \n\n\n-11-", "source": "agreement_6.md" }, { "id": "2173", "text": "| | | |\n| --- | --- | --- |\n|   | 7. | **THE SCHEDULES AND COMMON TERMS AGREEMENT** |\n\n  \n\n ALL THE PROVISIONS OF SCHEDULE A HERETO, SCHEDULE B HERETO AND THE COMMON TERMS AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AND ARE PART OF THIS\nAIRCRAFT LEASE AGREEMENT AS IF THEY WERE SET OUT IN FULL HEREIN. \n\n  \n\n\n-12- \n\n\n\n\n\n\n\n---\n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | 8. | **NO AMENDMENT EXCEPT IN WRITING** |\n\n  \n\n No provision of this Lease, including any provision of Schedule A, Schedule B or the Common Terms Agreement, may be amended, rescinded, changed, waived,\ndischarged, terminated or otherwise modified in any way whatsoever, except by a writing signed by the party to be charged. Pursuant to and to comply with Section (2) of Section 2A-208 of the UCC, if and to the extent applicable, Lessor and Lessee\nacknowledge their agreement to the provisions of this Section 8 by their signatures below. \n\n  \n\n **IN WITNESS** **WHEREOF,** the parties hereto have executed this Aircraft Lease Agreement, each by their duly authorized representative(s), as of the date shown at the beginning of this Aircraft Lease\nAgreement. \n\n  \n\n\n\n\n| | | | | |\n| --- | --- | --- | --- | --- |\n| **LESSOR:** **AFS\nINVESTMENTS [ ] LLC** by its member AFS Investments [ ], Inc. |   |   |   | **LESSEE:** **AIRTRAN\nAIRWAYS, INC.** |\n| | | | | |\n| By: |   |", "source": "agreement_6.md" }, { "id": "2174", "text": "|   |   |   | By: |   |  \n\n---\n\n |\n| Name: |   | \n\n---\n\n |   |   |   | Name: |   |    \n\n---\n\n |\n| Title: |   | \n\n---\n\n |   |   |   | Title: |   |  \n\n---\n\n |\n\n  \n\n  \n\n\n-S- \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE A** \n\n  \n\n\n**PART I-AIRFRAME AND ENGINES DESCRIPTION** \n\n  \n\n **AIRCRAFT** \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| Manufacturer: |    | Boeing |\n| | |\n| Model: |    | B737-700 |\n| | |\n| Serial Number: |    | To be advised thirty (30) days before Delivery and included in Lease Supplement No. 1 |\n| | |\n| Registration No. |    | To be advised at Delivery and included in Lease Supplement No. 1 |\n\n  \n\n **ENGINES**\n(each of which has 750 or more rated takeoff horsepower or the equivalent of such horsepower) \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| Engine Type:       |   | CFM56-7B20 |\n| | |\n| Serial Nos: |   | To be advised thirty (30) days before Delivery and included in Lease Supplement No. 1 |\n\n  \n\n\nA-1 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE A** \n\n  \n\n\n**PART II** \n\n  \n\n \\*\\*\\*", "source": "agreement_6.md" }, { "id": "2175", "text": "**SCHEDULE A** \n\n  \n\n\n**PART II** \n\n  \n\n \\*\\*\\* \n\n\n\n---\n\n\n\n\n| | |\n| --- | --- |\n| \\*\\*\\* | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities\nExchange Act of 1934, as amended. |\n\n  \n\n\nA-2 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE A** \n\n  \n\n\n**PART III** \n\n  \n\n \\*\\*\\* \n\n\n\n---\n\n\n\n\n| | |\n| --- | --- |\n| \\*\\*\\* | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities\nExchange Act of 1934, as amended. |\n\n  \n\n\nA-3 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE A** \n\n  \n\n **PARTS II AND III** \n\n  \n\n **[FAA]** \n\n  \n\n INTENTIONALLY DELETED FROM THE VERSION OF THIS DOCUMENT FILED WITH THE FAA AS CONTAINING CONFIDENTIAL AND PROPRIETARY INFORMATION \n\n  \n\n\nA-4 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE B** \n\n  \n\n\n\\*\\*\\* \n\n\n\n---\n\n\n\n\n| | |\n| --- | --- |\n| \\*\\*\\* | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities\nExchange Act of 1934, as amended. |\n\n  \n\n\nB-1 \n\n\n\n\n\n\n\n---\n\n\n**SCHEDULE B** \n\n  \n\n\n**[FAA]** \n\n  \n\n INTENTIONALLY DELETED FROM THE VERSION OF THIS DOCUMENT FILED WITH THE FAA AS CONTAINING CONFIDENTIAL AND PROPRIETARY INFORMATION \n\n  \n\n\nB-2", "source": "agreement_6.md" }, { "id": "2176", "text": "EX-10.1\n2\nd391435dex101.htm\nAMENDED AND RESTATED AIRCRAFT LEASE AGREEMENT\n\nAmended and Restated Aircraft Lease Agreement\n**Exhibit 10.1** \n\n **AMENDED AND RESTATED** \n\n **AIRCRAFT LEASE AGREEMENT** \n\n\nThis AMENDED AND RESTATED AIRCRAFT LEASE AGREEMENT (“Agreement”) dated as of August 1, 2012, is by and between The\nWendy’s Company, a Delaware corporation with its principal place of business at One Dave Thomas Boulevard, Dublin, OH 43017 (“Lessor”) and TASCO, LLC, a Delaware limited liability company with its principal place of business at\n280 Park Avenue, New York, New York 10017-1216 (“Lessee”). \n\n WHEREAS, Lessor owns a Gulfstream Aerospace\nG-IVSP aircraft bearing U.S. Registration No. N394TR and manufacturer’s serial number 1252 and the two (2) Rolls Royce model Tay 611-8 engines installed thereon, bearing manufacturer’s serial numbers 16623 and 16624, respectively, and\nall parts, instruments, avionics, attachments and appurtenances installed thereon or attached thereto (the “Aircraft”); and \n\n WHEREAS, Lessee and Lessor entered into an Aircraft Lease Agreement dated as of June 10, 2009, as amended (as so amended, the “Original Lease Agreement”), pursuant to which the\nLessee has leased the Aircraft on a non-exclusive basis from Lessor \n\n WHEREAS, Lessee desires to continue to lease the Aircraft\nfrom Lessor and Lessor desires to continue to lease the Aircraft to Lessee, on an exclusive basis upon and subject to the terms and conditions of this Agreement;", "source": "agreement_8.md" }, { "id": "2177", "text": "NOW, THEREFORE, in consideration of the mutual agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend\nand restate the Original Lease Agreement in its entirety as follows: \n\n Section 1: AGREEMENT TO LEASE \n\n\n1.1 Lease of Aircraft. Subject to the terms and conditions of this Agreement, Lessor agrees to lease the Aircraft to Lessee and\nLessee agrees to take the Aircraft on lease from Lessor, such lease to be on an exclusive basis. \n\n Section 2: TERM; DELIVERY/REDELIVERY;\nCONDITION \n\n 2.1 Term. The term for the lease of the Aircraft shall begin on the date hereof and shall expire on\nJanuary 5, 2014 at 11:59 p.m. and will be non-cancellable unless earlier terminated by Lessee pursuant to either Sections 4.3(ii) or 4.3(iii) below (the “Term”). \n\n\n2.2 Delivery and Redelivery. Delivery and redelivery of the Aircraft by one party to the other party shall be made at Westchester\nCounty Airport in New York or Stewart International Airport in New Windsor, New York; provided, however, the delivery and/or re-delivery may be made at such other airport as the parties may agree. Lessee shall not enter into any lease\nor sublease or other occupancy agreement relating to hangar space for the Aircraft that has a term that ends after January 31, 2014. If Lessee shall enter into a new lease, sublease or other arrangement relating to hangar space for the Aircraft\n(a “New Hangar Lease”) the amount of the payments under such New Hangar", "source": "agreement_8.md" }, { "id": "2178", "text": "Lease in excess of $105,600 per annum shall not be included in the cost threshold set forth in Section 4.3(d)(ii)(x) herein. If the Lessee terminates this Agreement for any reason, other\nthan by reason of a default by Lessor as provided in Section 9.2 below, Lessee shall be responsible for all costs and expenses in connection with the New Hanger Lease in excess of the amount due for one month under the Lessor’s lease at\nStewart Airport in effect as of the date of this Agreement (which amount Lessor shall be responsible for). \n\n 2.3 Delivery\nCondition. Except as otherwise expressly provided by this Agreement, THE AIRCRAFT IS LEASED TO LESSEE “AS IS, WHERE IS” AND LESSOR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT\nLIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, AND ALL OBLIGATION AND LIABILITY IN TORT, NEGLIGENCE AND STRICT\nLIABILITY AS TO THE AIRWORTHINESS, CONDITION, DESIGN OR OPERATION OF THE AIRCRAFT OR ANY PART THEREOF OR THE CONDITION AND THE COMPLETENESS OF THE RECORDS FOR THE AIRCRAFT, AND LESSEE HEREBY WAIVES AND DISCLAIMS RELIANCE UPON ANY SUCH\nREPRESENTATIONS AND WARRANTIES.", "source": "agreement_8.md" }, { "id": "2179", "text": "2.4 Redelivery Condition. Upon the expiration of the Term, Lessee will return the\nAircraft to Lessor in as good condition as when delivered, ordinary wear and tear excepted, and clean and ready for flight and with the same equipment, components and systems as at the commencement of this Agreement, subject to the modification or\naddition, removal or replacement of such equipment, components and systems to maintain the Aircraft in a fully functional and operating manner in accordance with commercially reasonable standards of the airline industry (as further set forth in\nSection 4.3 below) and any changes to current guidelines established by the relevant manufacturers and/or the FAA, subject to Lessee’s right to terminate this Lease pursuant to Section 4.3(ii) or (iii) below and not bear the\nexpenses in excess of the 110% expense amount pursuant to Section 4.3(ii) below. \n\n Section 3: PAYMENTS", "source": "agreement_8.md" }, { "id": "2180", "text": "Section 3: PAYMENTS \n\n\n3.1 Rent. Subject to Section 4.3(ii) and (iii) below, this Agreement is intended to be a net lease to Lessor whereby all\nexpenses related to the ownership, maintenance (whether mandatory or recommended) and operation of the Aircraft during the Term shall be borne by and passed through to Lessee, including but not limited to those set forth in Sections 4, 5 and 7\nherein (collectively, the “Costs”). To the extent possible, Lessee shall arrange to have all Costs billed directly to Lessee. In the event Lessor receives any invoices or bills directly relating to the Costs, Lessor shall promptly\nforward any such invoices or bills to Lessee and Lessee shall pay all invoices or bills by the later of the date on which the Costs are due or fifteen (15) days from receipt by Lessee of the invoice or bill from Lessor. In the event Lessor is\nrequired to pay any Costs directly, Lessor shall invoice Lessee (accompanied with reasonably acceptable supporting information, e.g. paid receipt, invoice) and Lessee shall, subject to Section 4.3(ii) and (iii) below, reimburse Lessor for\nsuch amounts within fifteen (15) days from the date of such invoice. In the event that the Aircraft is redelivered to Lessor after the expiration of the Term, Lessee shall pay to Lessor an additional charge of US$500 and continue to pay the\nAircraft expenses required to be paid by Lessee under the Agreement for each day that the return of the \n\n\n \n\n 2", "source": "agreement_8.md" }, { "id": "2181", "text": "Aircraft is overdue (“Supplemental Rent”), provided, however, that no Supplemental Rent or applicable Aircraft expenses shall be owing and due for any period during which\nthe Aircraft is undergoing maintenance that is the responsibility of Lessee hereunder, as long as such maintenance which is the responsibility of Lessee is not overdue and is paid for by Lessee. Supplemental Rent, if any, shall be paid by Lessee to\nLessor within fifteen (15) days of receipt of an invoice from Lessor for such charges. \n\n Section 4: USE AND OPERATION OF THE\nAIRCRAFT; FLIGHT CREWS \n\n 4.1 Use of the Aircraft. During the Term, Lessee shall be responsible for all fuel, inspection,\nservicing, storage, operational and flight crew costs relating to the operation of the Aircraft. Lessee agrees that during the term of this Agreement the Lessee (or an affiliate thereof) shall cause the Aircraft to be stored in a hangar whenever the\nAircraft is located at Westchester County Airport, Stewart International Airport or such other airport or hangar facility as Lessee shall deem at any time during the term of this Agreement to be the primary storage location for the Aircraft. Lessee\nshall use commercially reasonable efforts to cause the Aircraft to be stored in a hangar facility when not in operation if the Aircraft will be parked in the same location (other than the primary storage location for the Aircraft) for more than\nseven (7) consecutive days or in the event of inclement weather that includes a form of frozen precipitation. The cost of storing the Aircraft in a hangar facility at Westchester County Airport or Stewart International Airport or any other\nhangar facility shall be at Lessee’s expense.", "source": "agreement_8.md" }, { "id": "2182", "text": "4.2 Operation. During the Term of this Agreement, Lessee shall\nexercise exclusive operational control over the Aircraft. Lessee hereby covenants with Lessor that from delivery of the Aircraft to Lessee until redelivery to Lessor, the Aircraft shall be operated at all times in accordance with all applicable\nFederal Aviation Regulations (“FARs”) as issued by the Federal Aviation Administration (“FAA”) and that Lessee shall not cause or permit the Aircraft to be operated in any manner contrary to any recommendation of\nthe manufacturer of the Aircraft nor in any manner that would violate the terms of the insurance coverage required to be provided under Section 5 hereunder or for any purpose contrary to applicable law. Lessee shall keep or cause to be kept\naccurate, complete and current records of all flights made by the Aircraft; such records to be kept in such manner as the FAA may from time to time require. Lessee shall not do or permit to be done any act or thing which might jeopardize the rights\nof the Lessor as owner of the Aircraft. Lessee shall not sublease, charter, hire or otherwise part with possession of the Aircraft. Lessee shall accommodate the request of Lessor to exhibit the Aircraft to potential purchasers as long as the\nexhibition of the Aircraft occurs during normal business hours, provided that Lessor shall have given Lessee reasonable prior notice of any such request. Except as provided in the preceding sentence, Lessor warrants that, so long as Lessee is not in\ndefault under this Agreement, Lessee’s use of the Aircraft shall not be interrupted by Lessor.", "source": "agreement_8.md" }, { "id": "2183", "text": "4.3 Maintenance.\n(i) Subject to Section 4.3(ii) below, during the Term of this Agreement, the Aircraft shall be serviced, repaired and maintained at Lessee’s sole cost and expense so as to keep the Aircraft airworthy and in as good an operating\ncondition as when delivered to Lessee hereunder, ordinary wear and tear excepted, as follows: \n\n (a) Calendar-Based\nMaintenance. Lessee shall be responsible for all maintenance items that become due on a calendar basis in accordance with the FAA-approved Gulfstream-recommended maintenance program for the Aircraft; \n\n\n \n\n 3", "source": "agreement_8.md" }, { "id": "2184", "text": "(b) Usage-Based Maintenance. Lessee shall be responsible for all maintenance items\nthat are required to be made as a result of Lessee’s usage (hours or cycles) of the Aircraft under this Agreement in accordance with the FAA-approved Gulfstream-recommended maintenance program for the Aircraft; \n\n\n(c) Transit Maintenance. Lessee shall be responsible for the performance of all transit maintenance of the Aircraft which shall\ninclude a visual check of the aircraft exterior prior to all take-offs with particular attention to any fluid leaks, repair or replacement of worn or flat tires or low shock struts, rectification of any discrepancies noted in the aircraft logbook,\nand the repair or deferral under the Minimum Equipment List for the Aircraft of all malfunctions affecting airworthiness. \n\n (d)\nExtraordinary Repairs. All extraordinary and unscheduled repairs and/or maintenance for the Aircraft shall be performed by Lessee at Lessee’s expense. \n\n (ii) Notwithstanding anything in this Agreement to the contrary including, without limitation, the terms of Section 4.3(i) above, during the Term of this Agreement (x) the estimated amount of\nannual ongoing maintenance, hangar, insurance and other expenses that Lessee shall be obligated to pay pursuant to this Agreement shall be $525,000, in the aggregate, per annum, and (y) the estimated amount of any other scheduled maintenance\nexpenses (such as expenses relating to painting the Aircraft and engine inspections) that Lessee shall be obligated to pay pursuant to this Agreement shall be $425,000, in the aggregate. If either of these actual amounts exceeds 110% of these\nestimates, Lessee can either pay such amounts or terminate this Agreement in accordance with the redelivery conditions contained in Section 2 and shall be responsible for all such expenses (other than the amount of any expenses in excess of\nsuch 110% expense amount) up to and through the date of redelivery.", "source": "agreement_8.md" }, { "id": "2185", "text": "(iii) Notwithstanding anything in this Agreement to the\ncontrary including, without limitation, the terms of Section 4.3(i) above, if during the Term of the Agreement extraordinary and/or unscheduled repairs and/or maintenance (not included in Section 4.3(ii) above) for the Aircraft become\nnecessary and the estimated cost of such extraordinary and/or unscheduled repairs and/or maintenance is, in the aggregate (including the cost of all previous extraordinary and/or unscheduled repairs and/or maintenance incurred by Lessee hereunder),\nin excess of $225,000 (excluding all expenses set forth in Subsection 4.3(ii) above), the Lessee shall have the right, upon delivery of a written notice to Lessor, to terminate this Agreement and upon such termination (x) Lessee shall not be\nobligated to perform or pay for such extraordinary or unscheduled repair and/or maintenance and (y) Lessor shall refund to Lessee any amounts previously paid by Lessee to Lessor for the lease of the Aircraft for any period following the date of\nsuch termination. \n\n 4.4 Flight Crews. Any and all flight crewmembers operating the Aircraft on behalf of the Lessee\nshall hold commercial pilot licenses and shall possess current and valid first or second class medical certificates. \n\n\n \n\n 4", "source": "agreement_8.md" }, { "id": "2186", "text": "4.5 Inspection. During the Term of this Agreement, upon reasonable prior notice from\nLessor but in no event later than fifteen (15) business days after such notice (unless the Aircraft is scheduled to be outside of the United States during such period, in which event the Aircraft shall be available for inspection within 10 days\nafter returning to the United States), Lessor (and/or its representatives) shall have the right to inspect the Aircraft on two occasions, such inspections to be conducted during normal business hours at a mutually agreed upon location, coordinated\nwith Lessee so as to cause the minimum practical disturbance to Lessee’s operation of the Aircraft and conducted in compliance with Lessee’s occupational health and safety and security requirements. The requirements for reasonable notice\nand coordination so as to cause the minimum practical disturbance shall not apply following the occurrence of a default by Lessee (as provided in Section 9.1 below) which is continuing. Notwithstanding the foregoing, the “two\noccasion” limitation set forth above shall not apply in the event an inspection is required pursuant to any FAA reporting requirements. \n\n\nSection 5: INSURANCE", "source": "agreement_8.md" }, { "id": "2187", "text": "Section 5: INSURANCE \n\n 5.1\nInsurance. From delivery and at all times during the Term, Lessor shall, at Lessee’s sole cost and expense (subject to reimbursement as set forth in Subsection 3.1 above), procure and maintain (i) hull insurance (while in flight or\non the ground) against loss or damage to the Aircraft including but not limited to, loss by fire, theft, collision and such other risks of loss as are normally insured against, or as is customary in the industry, in an amount of no less than the\nmarket value of the Aircraft as determined by the Aircraft Blue Book Price Digest at the inception of this Agreement or by a third party appraisal of the Aircraft by an appraiser reasonably acceptable to both Lessor and Lessee with the costs of such\nappraisal for the account of Lessee; (ii) public liability insurance against losses or damages arising from death or bodily injury, or any property damage caused by or due to the operation of the Aircraft, such public liability insurance\n(a) shall be for a combined limit of not less than US$500,000,000 per single occurrence and (b) shall name Lessee, Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden as additional insureds. \n\n\nSection 6: INDEMNIFICATION", "source": "agreement_8.md" }, { "id": "2188", "text": "Section 6: INDEMNIFICATION \n\n\n6.1 Indemnification by Lessee. Lessee agrees to defend, indemnify and hold harmless the Lessor from and against any and all claims,\nproceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines (individually and collectively hereinafter referred to as “Claims”) for or on account of or arising from or in any way connected with injury to or\ndeath of any persons whomsoever or loss or damage to any property of any person (including the Aircraft), which may be suffered or incurred as a result of or in any way connected with the possession, performance, transportation, transit maintenance,\ncondition, service, repair, use or operation of the Aircraft (either in the air or on the ground) or any part thereof during the Term, other than Claims attributable to (i) the gross negligence or willful misconduct of the Lessor or (ii) a\nbreach of Lessor’s obligations hereunder. Lessee’s liability for any Claims hereunder and its indemnification obligations under this Section 6.1 shall be in its capacity as lessee and operator of the Aircraft only. \n\n\n6.2 Indemnification by Lessor. Lessor agrees to defend, indemnify and hold harmless the Lessee from and against any and all Claims\nfor or on account of or arising from or in any way connected with injury to or death of any persons whomsoever or loss or damage to any property of any person (including the Aircraft), which may be suffered or incurred as a result of or in any way\nconnected with (i) the gross negligence or willful misconduct of the Lessor or (ii) a breach of Lessor’s obligations hereunder. \n\n\n \n\n 5", "source": "agreement_8.md" }, { "id": "2189", "text": "6.3 Survival. The provisions of Section 6 shall survive the expiration or\nearlier termination of this Agreement and shall continue in full force and effect notwithstanding such expiration or termination. \n\n\nSection 7: LIENS; TAXES \n\n\n7.1 Liens. Lessee shall not create, nor permit to exist, any liens, security interests, mortgages, charges or other encumbrances\n(“Liens”) upon or against the Aircraft other than (a) Liens created by or attributable to Lessor or any parts thereof or (b) Liens that arise and are discharged in the ordinary course of business (such as, without\nlimitation, mechanics’ liens for maintenance performed on the Aircraft). Nor shall Lessee do or permit to be done anything which may expose the Aircraft or any parts thereof to forfeiture, seizure, arrest, impounding, detention, confiscation,\ntaking in execution, attachment or appropriation. \n\n 7.2 Taxes. Lessee shall promptly pay and discharge when due and\npayable all taxes, penalties and interest that are payable and due arising out of Lessee’s use of the Aircraft and shall indemnify and hold Lessor harmless against any and all sales, use, services, personal property, customs, business, fuel,\nleasing, occupational, transfer, excise, franchise, ad valorem, turnover, stamp, documentary, gross receipts or other taxes, fees, withholdings, imposts, duties, levies, penalties, fines or interest thereon, imposed, levied or otherwise payable to\nany national, state or local government, or any subdivision thereof, relating to or attributable to this Agreement (excluding, however, any franchise taxes attributable to Lessor or any taxes imposed on or measured by the net income or net profits\nof the Lessor). \n\n Section 8: CASUALTY OCCURRENCE", "source": "agreement_8.md" }, { "id": "2190", "text": "Section 8: CASUALTY OCCURRENCE \n\n\n8.1 Definition of Total Loss. For the purposes of this Agreement, “Total Loss” shall mean\n(i) the actual or constructive total loss of the Aircraft (including any damage thereto which results in an insurance settlement on the basis of a total loss, or requisition for use or hire thereof which results in an insurance settlement on\nthe basis of a total loss); (ii) the Aircraft being destroyed, damaged beyond repair, or permanently rendered unfit for normal use for any reason whatsoever; and (iii) the requisition of title, capture, seizure, confiscation, detention or\ngrounding of the Aircraft by the FAA or any other competent government authority for a period in excess of thirty (30) days, or the hi-jacking or theft of the Aircraft. In the case of a “Total Loss” resulting from the requisition of\ntitle, capture, seizure, confiscation, detention or grounding of the Aircraft by the FAA or any other competent government authority for a period in excess of thirty (30) days, such “Total Loss” shall be deemed to have occurred on the\nthirty-first (31st) day following the date of the\ninitial occurrence of such event. During the thirty (30) day period referred to in the preceding sentence Lessee shall not be obligated to pay any Costs pursuant to Section 3 above or perform or pay for any maintenance on the Aircraft\npursuant to Section 4 above.", "source": "agreement_8.md" }, { "id": "2191", "text": "8.2 Total Loss During Term. If the Aircraft is the subject of a Total Loss during\nthe Term, this Agreement shall terminate as of the date of such Total Loss. Provided all amounts which are then due and payable by Lessee under this Agreement have been paid in full to Lessor, Lessee’s obligations hereunder for the payment of\ncharges under Sections 3 and 4 shall cease as from the date when the Aircraft was no longer available for use due to a Total Loss. Lessee shall be liable only for such charges under Sections 3 and 4 hereof as would apply to the use of the Aircraft\nfrom the start of the Term to the date of the Total Loss. \n\n\n \n\n 6", "source": "agreement_8.md" }, { "id": "2192", "text": "Section 9: DEFAULT \n\n 9.1 Default by Lessee. If Lessee shall (i) fail to pay or reimburse Lessor for any Cost when required to be paid or reimbursed hereunder and such payment or reimbursement, as applicable, is\nnot made within ten (10) days of such due date, (ii) fail to pay those costs relating to the operation of the Aircraft as are specified in Section 4 hereof, (iii) fail to maintain the Aircraft in accordance with Section 4 or\n(vi) operate the Aircraft outside the scope of the insurance coverage required to be maintained with respect to the Aircraft pursuant to Section 5 hereof, Lessor may declare this Agreement to be in default and may exercise one or more of\nthe following remedies as Lessor in its sole discretion may elect, to the extent available and permitted by, and subject to compliance with any mandatory requirements of applicable law then in effect: (i) demand that Lessee immediately return\nthe Aircraft and Lessee shall thereupon immediately return the Aircraft, in which event this Agreement shall terminate upon such return of the Aircraft; (ii) to the extent permitted by applicable law, enter upon the premises where all or any\npart of the Aircraft is located and take immediate possession of, and remove, the same, in which event this Agreement shall terminate upon such return of the Aircraft; (iii) proceed by appropriate court action to enforce performance by Lessee\nof the provisions of this Agreement and to recover damages for the breach thereof; and (iv) terminate this Agreement by written action and repossess the Aircraft.", "source": "agreement_8.md" }, { "id": "2193", "text": "9.2 Default by Lessor. If Lessor shall (i) fail to provide or maintain insurance coverage for the Aircraft in accordance with Section 5, or (ii) fail to indemnify Lessee in\naccordance with Section 6.2, Lessee may declare this Agreement to be in default and may exercise one or more of the following remedies as Lessee in its sole discretion may elect, to the extent available and permitted by, and subject to\ncompliance with any mandatory requirements of applicable law then in effect: (i) return the Aircraft to Lessor in which event this Agreement shall terminate upon such return of the Aircraft and Lessor shall refund to Lessee any amounts\npreviously paid by Lessee to Lessor for the lease of the Aircraft for any period following the date of such termination; and (ii) proceed by appropriate court action to enforce performance by Lessor of the provisions of this Agreement and to\nrecover damages for the breach thereof. \n\n Section 10: MISCELLANEOUS \n\n\n10.1 Governing Law. This Agreement shall be governed and construed in accordance with the law of the State of New York without\nregard to any conflict of law rules thereof that might indicate the application of the laws of any other jurisdiction. \n\n 10.2\nNotices and Communications. For the purposes of this Agreement, all notices and other communications hereunder shall be given by personal delivery, mail, or overnight delivery to the intended recipient at the address specified below:\n\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | If to Lessor: |\n\n The Wendy’s\nCompany \n\n One Dave Thomas Boulevard \n\n Dublin, OH 43017 \n\n Attn: General Counsel \n\n\n \n\n 7", "source": "agreement_8.md" }, { "id": "2194", "text": "| | | |\n| --- | --- | --- |\n|   | (b) | If to Lessee: |\n\n TASCO, LLC\n\n\n 280 Park Avenue, 41st Floor \n\n New York, New York 10017 \n\n Attn: Chief Legal Officer \n\n\nSuch notice shall be effective upon receipt by the recipient (which receipt shall be deemed to take place upon (i) five (5) days after mailing\n(by certified mail, return receipt requested) in the case of a first class letter, (ii) upon confirmed receipt in the case of a overnight delivery and (iii) upon signed receipt of a personal delivery), shall be in writing and shall be in\nthe English language. \n\n 10.3 Complete Agreement. This Agreement contains the entire agreement among the parties hereto\nwith respect to the subject matter hereof and supersedes all prior written or oral communications or agreements with respect thereto, including, without limitation, the Aircraft Time Sharing Agreement dated as of August 6, 2007, as amended, by\nand between Triarc Companies, Inc. and Trian Fund Management, L.P. and the Original Lease Agreement. \n\n 10.4\nCounterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be considered an original, and when taken together shall constitute but one and the same instrument, and either of the parties\nhereto may execute this Agreement by signing such counterpart. \n\n 10.5 Third Party Beneficiaries. Lessor hereby\nacknowledges and agrees that Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden shall be third party beneficiaries of, and shall have full right and power to enforce, the provisions of Sections 5 and 6.2 hereof as if they\nwere parties to this Agreement.", "source": "agreement_8.md" }, { "id": "2195", "text": "Section 11: REPRESENTATIONS AND WARRANTIES \n\n\n(a) Representations and Warranties of Lessor. The Lessor represents and warrants that: \n\n\n(i) Corporate Authority and Due Execution. Lessor has the requisite corporate power and authority to enter into this Agreement and\nto consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Lessor and the consumption of the transactions contemplated hereby have been duly and validly authorized by all necessary action. This\nAgreement has been duly and validly executed and constitutes the valid and binding agreement of the Lessor, enforceable against it in accordance with its terms. \n\n\n \n\n 8", "source": "agreement_8.md" }, { "id": "2196", "text": "(ii) No Violation; Consents. No consent or approval of, giving of notice to,\nregistration with, or taking of any other action in respect of or by, any third party, including without limitation, any lender or any federal, state or local governmental authority or agency (including, without limitation, the U.S. Department of\nTransportation or the FAA) is required with respect to the execution, delivery and performance by Lessor of this Agreement or the consummation of any of the transactions contemplated hereby, or if any such approval, notice, registration or action is\nrequired, it has been duly given or obtained, other than notification of the Agreement to the FAA, if required. \n\n (b)\nRepresentations and Warranties of the Lessee. The Lessee represents and warrants as follows: \n\n (i) Authority and Due\nExecution. Lessee has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Lessee and the consumption of the\ntransactions contemplated hereby have been duly and validly authorized by all necessary action. This Agreement has been duly and validly executed and constitutes the valid and binding agreement of the Lessee, enforceable against it in accordance\nwith its terms. \n\n (ii) No Violation; Consents. No consent or approval of, giving of notice to, registration with, or\ntaking of any other action in respect of or by, any third party, including without limitation, any lender or any federal, state or local governmental authority or agency (including, without limitation, the U.S. Department of Transportation or the\nFAA) is required with respect to the execution, delivery and performance by Lessee of this Agreement or the consummation of any of the transactions contemplated hereby, or if any such approval, notice, registration or action is required, it has been\nduly given or obtained.", "source": "agreement_8.md" }, { "id": "2197", "text": "Section 12: TRUTH-IN-LEASING \n\n Truth-in-Leasing Provision. LESSOR CERTIFIES THAT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER THE PROVISIONS OF\nFEDERAL AVIATION REGULATIONS PART 91. LESSEE CERTIFIES THAT (i) AT ALL TIMES DURING THE TERM HEREOF, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER THE PROVISIONS OF FEDERAL AVIATION REGULATIONS PART 91, (ii) DURING THE TERM OF THIS\nAGREEMENT, LESSEE, AND NOT LESSOR, SHALL BE RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE AIRCRAFT AND (iii) LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH RESPECT TO ALL APPLICABLE FEDERAL AVIATION REGULATIONS. THE PARTIES\nUNDERSTAND THAT AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL OF THE AIRCRAFT AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. LESSEE AGREES TO KEEP A COPY OF THIS\nAGREEMENT IN THE AIRCRAFT AT ALL TIMES DURING THE TERM HEREOF. \n\n\n \n\n 9", "source": "agreement_8.md" }, { "id": "2198", "text": "IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by\ntheir duly authorized officers as of the day and year first above written. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| THE WENDY’S COMPANY |   | |   | TASCO, LLC |\n| | | | | |\n| By: |   | /s/ Susan M. Gordon |   | |   | By: |   | /s/ Nelson Peltz |\n| Name: |   | Susan M. Gordon |   | |   | Name: |   | Nelson Peltz |\n| Title: |   | Vice President – Legal Counsel |   | |   | Title: |   | Chief Executive Officer |\n| | | | | |\n| By: |   | /s/ Daniel T. Collins |   | |   | |   | |\n| Name: |   | Daniel T. Collins |   | |   | |   | |\n| Title: |   | SVP Treasurer and M&A |   | |   | |   | |", "source": "agreement_8.md" }, { "id": "2199", "text": "Trian Fund Management, L.P. (“Trian”) absolutely and unconditionally guarantees to The\nWendy’s Company (the “Lessor”) the performance and observance of any and all of the obligations of TASCO, LLC (the “Lessee”) under the foregoing Agreement, including but not limited to the payment in full of all amounts due\nfrom Lessee to Lessor under the Agreement. This Guarantee constitutes the direct, general and unconditional obligation of Trian, is irrevocable and with respect to the obligations of Lessee involving payment of amounts due to Lessor is a guarantee\nof payment and not of collection. \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| TRIAN FUND MANAGEMENT, L.P. |\n| By: Trian Fund Management GP, LLC  its general partner |\n| | |\n| By: |   | /s/ Nelson Peltz |\n| Name: |   | Nelson Peltz |\n| Title: |   | Member |\n\n\n \n\n 10", "source": "agreement_8.md" }, { "id": "2200", "text": "EX-10.3\n3\ndex103.htm\nAIRCRAFT SUBLEASE AGREEMENT\n\nAircraft Sublease Agreement\n**EXHIBIT 10.3** \n\n **AMENDED AND RESTATED** \n\n **NON-EXCLUSIVE AIRCRAFT SUBLEASE AGREEMENT** \n\n This Amended and Restated Non-Exclusive Aircraft Sublease Agreement (the “Lease”) is made, effective as of April 22, 2009, by and between\nM&JK Dream, LLC (“Lessor”) and DreamWorks Animation SKG, Inc. (“Lessee)”. \n\n **WITNESSETH:** \n\n **WHEREAS,** Lessor is the lessee of a Boeing 737-7BC (Boeing Business Jet) aircraft, serial no. 30782, registered with the Federal Aviation\nAdministration as N800KS, including its engines, accessories, components and parts (collectively, the “Aircraft”); \n\n **WHEREAS,**Lessee desires to sublease the Aircraft from Lessor, and Lessor desires to sublease the Aircraft to Lessee, on a non-exclusive “dry lease” basis in accordance with the terms and conditions as set forth herein; and \n\n **WHEREAS**, the parties have previously entered into that certain Non-exclusive Aircraft Sublease Agreement dated as of June 11, 2008 (the\n“Prior Agreement”) and wish to amend and restate the Prior Agreement in its entirety effective as of the date hereof. \n\n **NOW\nTHEREFORE,** in consideration of the promises and mutual covenants contained herein, and for good and valuable consideration, the parties hereby agree as follows: \n\n **ARTICLE ONE** \n\n **LEASE OF AIRCRAFT**", "source": "agreement_9.md" }, { "id": "2201", "text": "**ARTICLE ONE** \n\n **LEASE OF AIRCRAFT** \n\n 1.1 Lessor agrees to lease to Lessee the Aircraft without crew on a non-exclusive basis, subject to the availability of the Aircraft when Lessee desires to operate same and at the price and terms and conditions herein\ncontained. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1.2 | Lessor agrees to lease the Aircraft to Lessee in an airworthy, fully maintained condition. |\n\n **ARTICLE TWO** \n\n **TERM** \n\n 2.1 This Lease shall commence as of the date hereof and shall automatically be renewed from year to year thereafter under the same terms and conditions set forth herein,\nunless and until terminated by either party upon ten (10) days written notice, or as otherwise set forth in Articles 8 and 19 below (the “Term”). \n\n 2.2 Within thirty (30) days after the date of termination of this Lease, the parties shall make a full accounting and settle all accounts between them.", "source": "agreement_9.md" }, { "id": "2202", "text": "2.3 The obligations under Sections 2.2, 17.1, and 20.5 of this Lease shall survive termination of this Lease and shall\nremain in effect until all obligations have been met by the parties hereunder. \n\n **ARTICLE THREE** \n\n **PAYMENT** \n\n 3.1 Lessee shall pay Lessor as set forth in\nSchedule 1. The charges specified in this Article may be adjusted periodically by the written mutual consent of both parties. Lessor shall provide Lessee with monthly invoices for Lessee’s use of the Aircraft. Payment is due within thirty\n(30) days of Lessee’s receipt of any such invoice and any supporting documentation requested by Lessee. \n\n **ARTICLE FOUR**\n\n **AIRCRAFT SCHEDULING** \n\n 4.1 During the\nTerm, Lessor agrees to make the Aircraft available for sublease to Lessee under this Lease at Lessee’s request, subject only to its availability and Lessor’s standard scheduling procedures. \n\n **ARTICLE FIVE** \n\n **OPERATIONAL CONTROL\nAND PILOTS** \n\n 5.1 Lessee shall have operational control as well as possession, command and control of the Aircraft at all times when Lessee is using the\nAircraft under this Lease. As used herein, “operational control” means the exercise of authority over initiating, conducting or terminating each flight. Lessee shall be responsible for providing pilots for Lessee’s flights; in\ncarrying out their duties and responsibilities as pilots of Lessee’s flights, including pre-flight and post-flight duties, all such pilots shall act as Lessee’s direct employees or agents, as the case may be. Such pilots shall meet all\napplicable Federal Aviation Administration (“FAA”) and insurance requirements. \n\n **ARTICLE SIX** \n\n **OPERATING EXPENSES**", "source": "agreement_9.md" }, { "id": "2203", "text": "**ARTICLE SIX** \n\n **OPERATING EXPENSES** \n\n 6.1 Lessee shall be responsible\nfor all flight -specific direct operating expenses incurred in connection with its use of the Aircraft, including, but not limited to, all assessments, fines, penalties, levies, attachments, or any other governmental charges on or arising solely out\nof Lessee’s use or operation of the Aircraft and the cost of hiring a qualified flight crew and all related expenses. In addition, Lessee shall pay all flight specific landing fees, ramp fees, hangar rental and related expenses away from the\nPermanent Hangar Location specified in Article 15. \n\n  \n\n\n2", "source": "agreement_9.md" }, { "id": "2204", "text": "**ARTICLE SEVEN** \n\n **REPAIRS AND MAINTENANCE** \n\n 7.1 Lessor shall be responsible for securing all maintenance, preventive maintenance, and\nrequired or otherwise necessary inspections of the Aircraft, wherever required or performed, all of which shall meet all applicable laws and regulations to assure the continued airworthiness of the Aircraft. No period of maintenance, preventive\nmaintenance, or inspection shall be delayed or postponed for the purpose of scheduling use of the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations. Should\nthe Aircraft require unscheduled or “on-condition” maintenance while in the possession of Lessee under this Lease, Lessee shall so notify Lessor which shall arrange for the performance of such maintenance. \n\n 7.2 Lessor will maintain all logs, books, and records pertaining to the Aircraft and its maintenance. Copies of logs, books and records to the extent specifically\nrelated to Lessee’s flights, including all maintenance records pertinent to a determination of the Aircraft’s airworthiness at any time, shall be provided to Lessee or its designated representative upon Lessee’s request. \n\n\n**ARTICLE EIGHT** \n\n **INSURANCE** \n\n\n 8.1 Prior to the commencement of this Lease, Lessor shall arrange for insurance with coverages of the types, in the amounts, and including the special\nprovisions set forth below:", "source": "agreement_9.md" }, { "id": "2205", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | Aircraft liability insurance, including standard war risk and allied perils, with respect to the Aircraft insuring against liability for bodily injury to or death of persons,\nincluding passengers, and damage to or loss of property, in an amount not less than Five Hundred Million United States Dollars (US$500,000,000.00) combined single limit per occurrence. Such insurance shall contain a severability of interests clause\nproviding that the insurance shall operate in all respects as if a separate policy had been issued covering each party insured, except with respect to the limit of liability. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | All-risks physical damage (hull) insurance, including war risk and allied perils, with respect to the Aircraft insuring against loss, theft or damage to the Aircraft and any engines\nor parts while temporarily removed from the Aircraft, in an amount not less than the full replacement value of the Aircraft. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | All insurance required by this Section 8.1 shall: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (1) | be maintained in full force and effect throughout the Term; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (2) | be provided by insurance carriers reasonably acceptable to Lessee; |\n\n  \n\n\n3", "source": "agreement_9.md" }, { "id": "2206", "text": "| | | |\n| --- | --- | --- |\n|   | (3) | include a provision that such insurance shall cover the operation of the Aircraft for all uses of the Aircraft, including Federal Aviation Regulations (FAR) Part 91 use by Lessee;\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (4) | name (i) Lessee, and (ii) Lessee’s officers, directors, employees and affiliates as additional insureds; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (5) | cover a worldwide geographical territory; |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (6) | provide that not fewer than thirty (30) days advance written notice shall be given to Lessee of cancellation or material change, lapse of coverage or non-renewal of the policy;\nand |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (7) | be primary without any right of contribution from insurance which may be maintained by Lessee. |\n\n 8.2 Lessor shall cause the insurance underwriter or broker to provide Lessee with a Certificate of Insurance including a waiver of subrogation in favor of all additional insureds in Section 8.1(c)(4) evidencing\nthe coverages, limits of liability and special provisions required by Section 8.1 above. Upon each renewal of the policy, Lessor shall cause the insurance underwriter or broker to provide Lessee with a Certificate of Insurance evidencing the\ncoverages, limits of liability and special provisions required by Section 8.1 above.", "source": "agreement_9.md" }, { "id": "2207", "text": "8.3 Lessor shall be responsible for the insurance policy\npremiums for the insurance required under Section 8.1 and shall make payments thereof promptly upon notice from Lessee, or the broker or insurance underwriter. \n\n 8.4 In the event that, in the opinion of Lessor, the Aircraft is lost, stolen, damaged beyond repair, confiscated, seized or its use appropriated by any government or instrumentality thereof, this Lease shall\nterminate and the proceeds of the insurance policy or policies shall be payable to Lessor. \n\n **ARTICLE NINE** \n\n **TITLE** \n\n 9.1 Lessor has a leasehold interest in the\nAircraft and has full right, power and authority to sublease the Aircraft to Lessee in accordance with the terms of this Lease. It is expressly understood and agreed that this is a contract of leasing, and that Lessee acquires no ownership, title,\nproperty rights or interests in or to the Aircraft (as defined herein) pursuant to this Lease. \n\n 9.2 Lessee shall not directly or indirectly create, incur,\nassume or suffer to exist any lien on or with respect to the Aircraft. Lessee will promptly, at Lessee’s expense, take such action or any part thereof as may be necessary to discharge any such lien. \n\n  \n\n\n4", "source": "agreement_9.md" }, { "id": "2208", "text": "**ARTICLE TEN** \n\n **LEGAL USE** \n\n 10.1 Neither party shall maintain, use, operate or store the Aircraft in violation of any law or any\nrule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Aircraft or its use, or in violation or breach\nof any representation or warranty made with respect to the insurance on the Aircraft or any term or condition of such insurance policy. \n\n 10.2 Lessee may\nuse the Aircraft only for and on account of its own business and will not use the Aircraft for the purposes of providing transportation of passengers or cargo for compensation or hire; provided, that Lessee may receive reimbursement from a third\nparty to the extent such reimbursement is authorized under and consistent with the provisions of FAR 91.501. \n\n 10.3 The Aircraft will not be operated or\nlocated in (i) any area excluded from coverage by the terms of any applicable insurance pursuant to the terms of this Lease or (ii) any recognized or threatened area of hostilities, unless fully covered to Lessor’s satisfaction by war\nrisk insurance or where the government of the United States of America has assumed liability for (a) any damage, loss, destruction or failure to return possession of the Aircraft and (b) injury to persons or damage to property of others.\n\n\n 10.4 The Aircraft will, whenever used by Lessee during the Term, be operated by duly qualified pilots employed, paid or contracted for by Lessee, whose\nFAA airman certificates are in good standing and who meet the requirements established and specified by the insurance policies required hereunder, and by the FAA. \n\n **ARTICLE ELEVEN** \n\n **INSPECTION BY LESSOR**", "source": "agreement_9.md" }, { "id": "2209", "text": "**ARTICLE ELEVEN** \n\n **INSPECTION BY LESSOR** \n\n 11.1 Lessee agrees to permit Lessor or any authorized agent of Lessor to inspect the Aircraft at any reasonable time and to furnish any information in respect to the\nAircraft and Lessee’s use that Lessor may reasonably request. \n\n **ARTICLE TWELVE** \n\n **PAYMENT OF TAXES** \n\n 12.1 Lessor shall pay or cause to be\npaid all taxes incurred by reason of its leasehold or its use, as the case may be, of the Aircraft during the Term. \n\n 12.2 Lessee shall pay all\ngovernment-imposed taxes and airport-imposed fees and charges directly associated with Lessee’s use of the Aircraft, including excise taxes, landing fees, overflight charges, customs inspection fees, and any other similar charges or fees which\nmay be assessed against a specific flight by the Lessee and which would not have arisen but for Lessee’s operation of the Aircraft. \n\n  \n\n\n5", "source": "agreement_9.md" }, { "id": "2210", "text": "**ARTICLE THIRTEEN** \n\n **ASSIGNMENT** \n\n 13.1 Neither this Agreement nor any party’s interest herein shall be assignable to any other party,\nexcept that Lessor may assign to an entity that is wholly owned or controlled by Lessor. Subject to the foregoing, this Lease inures to the benefit of, and is binding on, the heirs, legal representatives, successors, and assigns of the parties.\nLessee shall not at any time sublease the Aircraft. \n\n **ARTICLE FOURTEEN** \n\n **ACCIDENT AND/OR INCIDENT** \n\n 14.1 Lessee shall immediately notify Lessor of any accident or\nincident involving the Aircraft, which notification shall specify the time, place, and nature of the accident or incident, any damage to the Aircraft or other property, the names and addresses of parties involved, persons injured, witnesses, owners\nof properties damaged, and such other information as may be known. Lessee shall advise Lessor of all correspondence, papers, notices, and documents whatsoever received by Lessee in connection with any claim or demand involving or relating to the\nAircraft or its operation, and shall aid in any investigation instituted by Lessor and in the recovery of damages from third persons liable therefor. \n\n **ARTICLE FIFTEEN** \n\n **PERMANENT HANGAR LOCATION** \n\n 15.1 The Aircraft shall be permanently based in Van Nuys, California (the “Permanent Hangar Location”), at Lessor’s expense. Lessor may, upon at least ten\n(10) days prior written notice to Lessee, change the Permanent Hangar Location to such other location specified in such notice. \n\n **ARTICLE SIXTEEN** \n\n **RETURN OF AIRCRAFT TO LESSOR**", "source": "agreement_9.md" }, { "id": "2211", "text": "**ARTICLE SIXTEEN** \n\n **RETURN OF AIRCRAFT TO LESSOR** \n\n 16.1 Following each Lessee trip, and upon the expiration of the Term, or upon this Lease’s termination by default, Lessee shall at its expense return the Aircraft to Lessor at the Permanent Hangar Location or\nother location mutually agreed by the parties in the same condition as when most recently delivered to Lessee hereunder, normal wear and tear and any item covered by insurance excepted beyond the amount of the deductible. \n\n **ARTICLE SEVENTEEN** \n\n **INDEMNIFICATION**\n\n 17.1 Each party hereto agrees to indemnify and hold harmless the other against all losses, including costs, attorneys fees and expenses, by reason of\nclaims for injury to or death of persons or loss of or damage to property arising out of or in any manner connected with the performance of such party’s responsibilities under this Lease or the use, operation or maintenance of the Aircraft by\nsuch party, or any breach by such party of any covenant or warranty made herein. Lessor and Lessee agree, however, to waive any claims or losses connected with the use, \n\n\n  \n\n\n6", "source": "agreement_9.md" }, { "id": "2212", "text": "operation or maintenance of the Aircraft against each other to the extent that such claims or losses are covered by insurance. Lessee and Lessor agree that\nin the event either party shall be liable to the other for any reason relating to this Lease, that under no circumstances shall the damaged party be entitled to any special, punitive or consequential damages, including but not limited to damages for\nlost profits. \n\n **ARTICLE EIGHTEEN** \n\n **DEFAULT** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 18.1 | A party shall be in default hereunder if at any time during the Term, such party: |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | is adjudicated bankrupt or insolvent; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | files a voluntary petition in bankruptcy or for reorganization; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | makes a general assignment for the benefit of creditors; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | suffers a receivership to be appointed for its assets; or |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | does not perform any or all of the requirements on its part to be performed under this Lease or is in breach of all or any of the covenants herein contained and fails, within thirty\n(30) days after receipt of notice from the other party, to cure such nonperformance or breach. |\n\n **ARTICLE NINETEEN**", "source": "agreement_9.md" }, { "id": "2213", "text": "**ARTICLE NINETEEN** \n\n\n **REMEDIES FOR DEFAULT** \n\n 19.1 If any of\nthe events set forth in Article 18 should occur, the non-defaulting party shall at its sole discretion have any one or more of the following remedies: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (a) | It may sue to collect any and all sums which may be due it hereunder together with any and all damages which may accrue by reason of the other party’s breach of this Lease.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (b) | It may by notice in writing terminate this Lease, whereupon all rights of Lessee to the use of the Aircraft or any part thereof shall absolutely cease and terminate but each party\nshall otherwise remain liable as herein provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft as required by Article 16 hereof, or Lessor, at its option, may enter upon the premises where the\nAircraft is located and take immediate possession of and remove the same. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft may be located for the purpose of, and waives any cause of action it may have arising\nfrom a peaceful retaking of the Aircraft. Lessee shall, without further demand, forthwith pay to Lessor all accrued and unpaid amounts due hereunder. |\n\n  \n\n\n7", "source": "agreement_9.md" }, { "id": "2214", "text": "| | | |\n| --- | --- | --- |\n|   | (c) | It may perform or cause to be performed any obligation, covenant or agreement of the defaulting party hereunder. The defaulting party agrees to pay all costs and expenses incurred\nby the non-defaulting party for such performance and acknowledges that such performance by the non-defaulting party shall not be deemed to cure said event of default. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (d) | It may exercise any other rights or remedies which may be available under the provisions of this Lease, under any of the laws of the United States or under any of the laws of any of\nthe states of the United States. |\n\n **ARTICLE TWENTY** \n\n **MISCELLANEOUS** \n\n 20.1 EXCEPT AS OTHERWISE PROVIDED IN THIS LEASE, THE AIRCRAFT IS LEASED UNDER\nTHIS LEASE “AS IS” AND LESSOR AND LESSEE EACH DISCLAIM ALL EXPRESS AND/OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO THE PHYSICAL CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR USE OR PURPOSE.\nEXCEPT FOR THE WARRANTIES STATED IN THIS LEASE, LESSOR AND LESSEE AGREE THAT THEY HAVE NOT RELIED UPON ANY REPRESENTATION, EXPRESSED OR IMPLIED, BY THE OTHER OR ANYONE ACTING ON THE OTHER PARTY’S BEHALF, WITH RESPECT TO THE PHYSICAL CONDITION,\nMERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR USE OR PURPOSE. \n\n 20.2 To the extent consistent with applicable laws and regulations, each\nparty shall be free to perform any or all of its duties hereunder through the use of subcontractors, agents, or other independent contractors.", "source": "agreement_9.md" }, { "id": "2215", "text": "20.3 Any\nnotice required or permitted under this Lease shall be given in writing and shall be effective for all purposes if hand delivered to the party designated below or if sent by (a) certified or registered United States mail, postage prepaid; or\n(b) by expedited delivery service, either commercial or United States Postal Service, with proof of delivery, addressed as follows: \n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n| | | |\n| LESSOR: |      | M&JK Dream, LLC Attn: Breslauer,\nRutman & Anderson LLC 11400 W. Olympic Boulevard, Suite 550 Los Angeles, CA 90064 |\n| | |\n| LESSEE: |      | DreamWorks Animation SKG, Inc. Attn: Katherine\nKendrick 1000 Flower Street Glendale, CA\n91201 |\n\n or to such other address and person as shall be designated from time to time by Lessee or Lessor, as the case may\nbe, in a written notice to the other in the manner provided for in this paragraph. The notice shall be deemed to have been given at the time of delivery if hand delivered, or in the \n\n\n  \n\n\n8", "source": "agreement_9.md" }, { "id": "2216", "text": "case of registered or certified mail, three (3) business days after deposit in the United States mail, or if by expedited delivery, upon first attempted\ndelivery on a business day. A party receiving notice which does not comply with the technical requirements for notice under this paragraph may elect to waive any deficiencies and treat the notice as having been properly given. \n\n 20.4 This Lease cannot be changed orally and constitutes the entire contract between the Lessor and the Lessee regarding the subject matter hereof. It shall not be\nmodified or changed by any expressed or implied promises, warranties, guarantees, representations or other information unless expressly and specifically set forth in this Lease or any addendum thereto properly executed by Lessor and Lessee.\n\n\n 20.5 This Lease shall be governed by and construed in all respects in accordance with the laws of the State of California. Any dispute arising from or\nrelating to this Lease, whether brought by Lessee or Lessor, shall be resolved by arbitration as set forth in Schedule 3 herein. \n\n 20.6 Time is of the\nessence in this Lease. \n\n 20.7 The parties agree that this Lease may be executed in any number of counterparts, each of which, when duly executed, whether by\nfacsimile or otherwise, shall constitute an original hereof. \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 20.8 | The parties shall keep a legible copy of this Lease in the Aircraft at all times. |\n\n **ARTICLE TWENTY-ONE** \n\n **TRUTH-IN-LEASING** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 21.1 | TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS. |", "source": "agreement_9.md" }, { "id": "2217", "text": "| | | |\n| --- | --- | --- |\n|   | (a) | LESSOR CERTIFIES THAT THE AIRCRAFT, A BOEING 737-7BC (BOEING BUSINESS JET), SERIAL NO. 30782, REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N800KS, HAS BEEN MAINTAINED AND\nINSPECTED UNDER FAR PART 91 DURING THE 12 MONTHS PRECEDING THE EXECUTION OF THIS LEASE AND THAT IT IS IN COMPLIANCE WITH APPLICABLE MAINTENANCE AND INSPECTION REQUIREMENTS. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (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.\n |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (c) | LESSEE CERTIFIES THAT LESSEE, AND NOT LESSOR, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT WHEN OPERATED UNDER THIS LEASE DURING THE TERM HEREOF.\n |\n\n  \n\n\n9", "source": "agreement_9.md" }, { "id": "2218", "text": "| | | |\n| --- | --- | --- |\n|   | (d) | EACH OF LESSEE AND LESSOR CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. |\n\n  \n\n\n\n\n| | | |\n| --- | --- | --- |\n|   | (e) | LESSEE AND LESSOR UNDERSTAND THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT\nSTANDARDS DISTRICT OFFICE. |\n\n The “Instructions For Compliance with Truth-In-Leasing Requirements” attached as Schedule 2 hereto are\nincorporated herein by reference. \n\n IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the date first above\nwritten. \n\n  \n\n\n\n\n| | | | | | | | | |\n| --- | --- | --- | --- | --- | --- | --- | --- | --- |\n| | | | | | | | | |\n| LESSOR: |   | |   | LESSEE: |\n| | | |\n| M&JK Dream, LLC |   | |   | DreamWorks Animation SKG, Inc. |\n| | | | | |\n| By: |   | /s/ Jeffrey Katzenberg |   | |   | By: |   | /s/ Lewis Coleman |\n| Title: |   | President |   | |   | Title: |   | President |\n\n  \n\n\n10", "source": "agreement_9.md" }, { "id": "2219", "text": "**SCHEDULE 1** \n\n **Amended and Restated** \n\n **Non-Exclusive Aircraft Sublease Agreement** \n\n **Between** \n\n **M&JK Dream, LLC** \n\n\n **and** \n\n **DreamWorks\nAnimation SKG, Inc.** \n\n **Dated as of April 22, 2009 (“Lease”)** \n\n **(Boeing 737-7BC aircraft, S/N 30782, R/N N800KS)** \n\n For flights occurring on or after\nJanuary 1, 2009, for the first 33 hours of use each year (defined as the 12-month period commencing June 1 of each year) the hourly rent will be One United States Dollar ($1.00) for each hour of use under this lease; for use thereafter\nduring each such year, the hourly rent will be $12,150 for each hour of use under this Lease for flights with 1-10 passengers and $13,500 for each hour of use under this Lease for flights with more than 10 passengers. Such amounts paid by Lessee for\nits use of the aircraft shall be reduced by the amounts paid by Lessee for fuel and flight attendants in connection with Lessee’s use of the Aircraft. Beginning on December 1, 2009 and continuing each June 1 and December 1\nthereafter that this Lease is in effect (or at such other intervals as Lessor and Lessee shall determine), Lessor and Lessee shall adjust this Schedule 1 as deemed appropriate taking into consideration changes in independent charter rates for\nsimilar aircraft and the operating and other costs associated with the Aircraft (as reported by independent sources, such as costs reports published by Conklin & de Decker Associates Inc. or other third parties deemed reliable by Lessor and\nLessee).", "source": "agreement_9.md" }, { "id": "2220", "text": "**SCHEDULE 2** \n\n **INSTRUCTIONS FOR COMPLIANCE WITH** \n\n **“TRUTH IN LEASING” REQUIREMENTS** \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 1. | Mail a copy of the Lease to the following address via certified mail, return receipt requested immediately upon the execution of the Lease: (14 C.F.R. 91.23 requires that the copy\nbe sent within twenty-four hours after it is signed.) |\n\n Federal Aviation Administration \n\n Aircraft Registration Branch \n\n ATTN: Technical\nSection \n\n P.O. Box 25724 \n\n Oklahoma City, Oklahoma 73125 \n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 2. | Telephone or fax the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under this Lease. |\n\n  \n\n\n\n\n| | |\n| --- | --- |\n| 3. | Carry a copy of the Lease in the Aircraft at all times. |", "source": "agreement_9.md" }, { "id": "2221", "text": "**SCHEDULE 3** \n\n **ARBITRATION** \n\n Any dispute between the Lessor and Lessee (collectively, the “Parties”) under\nthis Agreement which is not resolved by mutual agreement shall be resolved solely by arbitration as follows: \n\n 1. Process. A Party may\ninitiate the arbitration by written notice to the other Party stating that such controversy is subject to resolution in accordance with this Agreement. The site of the arbitration is to be Los Angeles, California. The rules of the American\nArbitration Association (“AAA”) for commercial transactions are to apply, except as modified by this Agreement, and the AAA is not to supervise the arbitration or be paid fees. \n\n 2. Selection. The arbitration is to be conducted by one arbitrator. The arbitrator is to be a retired judge of the Los Angeles County, California,\nSuperior Court selected by mutual agreement between the Party initiating the arbitration (the “Initiating Party”) and the other Party; provided that, if the Initiating Party and the other Party cannot mutually agree upon the arbitrator\nwithin a period of 10 days from the date the arbitration process is initiated, then the arbitrator is to be selected by the Presiding Judge of the Los Angeles County Superior Court. In this regard, the Initiating Party and the other Party are, on a\ntimely basis, to submit to the Presiding Judge the names of three retired judges and the arbitrator is to be selected from such names.", "source": "agreement_9.md" }, { "id": "2222", "text": "3.\nDiscovery. No interrogatories are to be permitted. Depositions are to be permitted, but no more than three for each party without a specific showing of necessity and approval by the arbitrator, and no single deposition is to extend for more than 7\nhours during a one-day period without a specific showing of necessity and approval by the arbitrator. Requests for production of documents are to be responded to (or objected to) within 30 days and otherwise shall be in accordance with the\napplicable provisions of the California Code of Civil Procedure. The arbitrator is to establish reasonable time periods for each side in the dispute to provide a summary of the facts and statement of contentions, a list of witnesses appearing at the\nhearing and a list of exhibits to be presented at the hearing. \n\n 4. Final Award. The award of the arbitrator shall be rendered in writing\nand is to be final and binding upon the Parties, without appeal; provided that a Party may seek enforcement of the award by appropriate proceedings in a court of competent jurisdiction sitting in the State of California. \n\n 5. Rules. Notwithstanding the rules of the AAA, the arbitrator is to: \n\n 5.1 Procedural Rules. Establish the rules of procedure to be applicable to the arbitration proceedings (including discovery subject to the limitations set forth in this Schedule 3); however, no court reporter is to be\npermitted;", "source": "agreement_9.md" }, { "id": "2223", "text": "5.2 Fees. Be entitled to require each of the Initiating Party and the other Party to deposit an equal\namount to be set off against the expenses and fees of the arbitrator; and \n\n 5.3 Attorneys Fees. Include in the award the amount of the\ncosts of arbitration and attorneys’ fees to be assessed against the party (i.e., the Initiating Party or the other Party) who has lost the arbitration. If each Party has partly lost and partly won, the arbitrator may divide the costs and fees\nbetween the two Parties in accordance with the arbitrator’s best judgment or have each Party absorb their own respective share of costs and their own personal attorneys’ fees. \n\n 5.4 Waiver. The resolution of all disputes between the Parties by this arbitration process constitutes a waiver by each to a trial by jury or judge of\nthe dispute as well as any appeal of the decision of the arbitrator; provided, however, that any Party may apply to a court of competent jurisdiction in the State of California for equitable relief pending arbitration, without waiving arbitration of\nthe dispute. Notwithstanding the foregoing, Lessor hereby irrevocably waives any right to seek or obtain rescission, equitable or injunctive relief related to Lessee’s or its related entities’ production, distribution, license or\nexploitation of any motion picture, television program, commercial or other content; and Lessor’s sole and exclusive remedy in connection therewith shall be an action for damages.", "source": "agreement_9.md" }, { "id": "2224", "text": "**SCHEDULE 1** \n\n **Amended and Restated** \n\n **Non-Exclusive Aircraft Sublease Agreement** \n\n **Between** \n\n **M&JK Dream, LLC** \n\n\n **and** \n\n **DreamWorks\nAnimation SKG, Inc.** \n\n **Dated as of April 22, 2009 (“Lease”)** \n\n **(Boeing 737-7BC aircraft, S/N 30782, R/N N800KS)** \n\n [REDACTED VERSION FOR\nTRUTH-IN-LEASING FILING]", "source": "agreement_9.md" } ]