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agreement_5.md | | | | |
| --- | --- | --- |
| | (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
post-Delivery modifications, repairs or maintenance which are |
6-1 | 2000 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | 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,
without 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)
following 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
8.11(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; |
| | | |
| --- | --- | --- |
| | (c) | have in existence a valid and effective certificate of airworthiness with respect to the Aircraft issued by the Air Authority; |
| | | |
| --- | --- | --- |
| | (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
or letters, Airworthiness Directives, Air Authority approved data (all of which should have supporting State of Design approval) or otherwise as permitted by the Lease; | | 2001 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
program 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
does 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;
|
| | | |
| --- | --- | --- |
| | (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
purpose, compliance shall be by terminating action if: |
| | | |
| --- | --- | --- |
| | (i) | Lessee has complied by terminating action for other aircraft of the same model and series then operated by Lessee; or |
| | | |
| --- | --- | --- |
| | (ii) | the latest date permitted by such Airworthiness Directive for required compliance by terminating action falls within the AD Compliance Period. |
In no event shall there be any time extensions, waivers, deviations or
alternative means of compliance with any Airworthiness Directives or other regulations that are non-transferable by Lessee. | 2002 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
extent not installed, those kits will be furnished free of charge to Lessor; |
| | | |
| --- | --- | --- |
| | (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
|
6-2 | 2003 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | 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
with standard industry practice, including any required re-balancing of flight controls and required re-weighing or recalculation of the Aircraft or the Aircraft weight; |
| | | |
| --- | --- | --- |
| | (i) | have all signs and decals clean, secure and legible; |
| | | |
| --- | --- | --- |
| | (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; |
| | | |
| --- | --- | --- |
| | (k) | have no open, deferred, continued, carry over, or placarded maintenance items or watch items and all log book discrepancies shall be cleared; |
| | | |
| --- | --- | --- |
| | (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
shall not be required; and |
| | | |
| --- | --- | --- |
| | (m) | have all its systems serviceable and fully operational for their intended functions in accordance with the Manufacturer’s maintenance manual specifications.
|
| | |
| --- | --- |
| **1.3** | **COMPONENTS** | | 2004 |
agreement_5.md | | | |
| --- | --- |
| **1.3** | **COMPONENTS** |
| | | |
| --- | --- | --- |
| | (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
Flight 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
the 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
indicating 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
life fully restored through appropriate maintenance; |
| | | |
| --- | --- | --- |
| | (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
Lessee’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
documentation 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
Component” 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; | | 2005 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
supported by documentation indicating date of installation and by appropriate certification documentation such as FAA form 8130-3; |
6-3 | 2006 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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; |
| | | |
| --- | --- | --- |
| | (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
supported 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
maintenance; 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
Life-Limited Component occurred since such Airframe Life Limited Component was new. |
| | |
| --- | --- |
| **1.4** | **ENGINES** |
| | | |
| --- | --- | --- |
| | (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:
|
Each Engine will have not less than the Minimum
Engine 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
determined by the inspection and checks accomplished by Lessor in accordance with the Lease which shall include the following: | 2007 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (i) | full borescope inspection; |
| | | |
| --- | --- | --- |
| | (ii) | analysis of trend data; |
| | | |
| --- | --- | --- |
| | (iii) | sea level outside air temperature limit assessment or minimum last (10) qualifying flights (excluding the first flight of the day); |
| | | |
| --- | --- | --- |
| | (iv) | maximum power assurance ground runs; |
| | | |
| --- | --- | --- |
| | (v) | technical log analysis for a minimum of the previous 3 months’ of operation; |
| | | |
| --- | --- | --- |
| | (vi) | previous shop visit assessment (if applicable); and |
| | | |
| --- | --- | --- |
| | (vii) | reference to the manufacturer’s maintenance manual; | | 2008 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
inspection 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
maintenance 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
recorded on videotape by an agency selected by Lessor |
6-4 | 2009 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | 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
inspection. 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; |
| | | |
| --- | --- | --- |
| | (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
in 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
appropriate maintenance approved by the State of Design of the manufacturer; |
| | | |
| --- | --- | --- |
| | (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
or replacement in accordance with the Engine manufacturer’s maintenance manual limits; |
| | | |
| --- | --- | --- |
| | (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
| | 2010 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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. |
| | |
| --- | --- |
| **1.5** | **FUSELAGE, WINDOWS AND DOORS** |
| | | |
| --- | --- | --- |
| | (a) | The fuselage will be free of dents and abrasions which exceed the limits specified in the Manufacturer’s maintenance manual or the SRM; |
| | | |
| --- | --- | --- |
| | (b) | Cockpit windows will be free of delamination which exceeds the limits specified in the Manufacturer’s maintenance manual or SRM; |
| | | |
| --- | --- | --- |
| | (c) | Cabin windows will be substantially free of blemishes and crazing and will be properly sealed; |
| | | |
| --- | --- | --- |
| | (d) | Doors will be free moving, correctly rigged and be fitted with serviceable seals; and |
| | | |
| --- | --- | --- |
| | (e) | Lessee will supply a dent and scratch survey with specific locations on the Return Occasion that encompasses all previously accomplished repairs and damage.
|
| | |
| --- | --- |
| **1.6** | **WINGS AND EMPENNAGE** | | 2011 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (a) | Leading edges will be free from damage in excess of the limits specified in the Manufacturer’s maintenance manual or SRM; and |
| | | |
| --- | --- | --- |
| | (b) | Unpainted surfaces of the wings and empennage will be polished. |
6-5 | 2012 |
agreement_5.md | | | |
| --- | --- |
| **1.7** | **INTERIOR AND COCKPIT** |
Lessee shall ensure that any replacements, repairs or repainting which are required in accordance with the Aircraft maintenance manual are effected at
Lessee’s cost.
| | |
| --- | --- |
| **1.8** | **LANDING GEAR; WHEELS AND BRAKES** |
| | | |
| --- | --- | --- |
| | (a) | The Landing Gear and wheel wells will be clean, free of leaks and repaired as necessary; |
| | | |
| --- | --- | --- |
| | (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
Landing 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 |
| | | |
| --- | --- | --- |
| | (c) | The wheels and brakes will have not less than half of their useful life remaining. |
| | |
| --- | --- |
| **1.9** | **RETURN OF AUXILIARY POWER UNIT (APU)** | | 2013 |
agreement_5.md | The APU shall have just completed a borescope inspection and shall meet all air outputs and temperature limitations under load in accordance with the
Lessee’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
have not more than the Minimum APU Limit.
| | |
| --- | --- |
| **1.10** | **CORROSION** |
| | | |
| --- | --- | --- |
| | (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
accomplished while access is provided during structural inspection in accordance with the Lessee’s Maintenance Program during the Term shall have been accomplished; |
| | | |
| --- | --- | --- |
| | (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
Manufacturer’s Maintenance Planning Document; and |
| | | |
| --- | --- | --- |
| | (c) | Fuel tanks will be free from contamination and corrosion and a tank treatment program will be in effect during any period of storage. |
| | |
| --- | --- |
| **1.11** | **FUEL** | | 2014 |
agreement_5.md | | | |
| --- | --- |
| **1.11** | **FUEL** |
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
cost of fuel at the Redelivery Location.
6-6 | 2015 |
agreement_5.md | | | |
| --- | --- |
| **1.12** | **MAINTENANCE PROGRAM** |
| | | |
| --- | --- | --- |
| | (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
Program and the Aircraft Documents and Records in order to facilitate the Aircraft’s integration into any subsequent operator’s fleet; and |
| | | |
| --- | --- | --- |
| | (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
to 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
used, 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
another program after the Return Occasion. |
| | |
| --- | --- |
| **1.13** | **Aircraft Documents and Records** |
At redelivery Lessee will return the following Aircraft Documents and Records to Lessor:
| | |
| --- | --- |
| **A.** | **Certificates** |
| | |
| --- | --- |
| A001 | Certificate of Airworthiness | | 2016 |
agreement_5.md | | | |
| --- | --- |
| A001 | Certificate of Airworthiness |
| | |
| --- | --- |
| A002 | Current Aircraft Registration |
| | |
| --- | --- |
| A003 | C of A for Export (if applicable) |
| | |
| --- | --- |
| A004 | Noise Limitation Certificate (AFM page) |
| | |
| --- | --- |
| A005 | Radio Station License |
| | |
| --- | --- |
| A007 | Aircraft deregistration confirmation |
| | |
| --- | --- |
| A008 | Burn Certificates – Cabin Interiors – as follows: |
| | |
| --- | --- |
| | Certification of compliance with the fire blocking requirements as outlined in FAR Part 25 including: |
| | | |
| --- | --- | --- |
| | - | Seat cushions\* |
| | | |
| --- | --- | --- |
| | - | Back rest cushions\* |
| | | |
| --- | --- | --- |
| | - | Dress covers\* |
| | | |
| --- | --- | --- |
| | - | Carpets |
| | | |
| --- | --- | --- |
| | - | Curtains |
6-7 | 2017 |
agreement_5.md | | | | |
| --- | --- | --- |
| | - | Interior Surfaces (if refurbished) |
| | |
| --- | --- |
| \* | Including “in combination” burn certification |
| | |
| --- | --- |
| **B.** | **Aircraft Maintenance Status Summaries** |
| | |
| --- | --- |
| B001 | Certified current Time in Service (Hours & Cycles) and maintenance status |
| | |
| --- | --- |
| B002 | Certified status of Airworthiness Directives including method of compliance |
| | |
| --- | --- |
| B003 | Certified status of Service Bulletin Status |
| | |
| --- | --- |
| B004 | Certified status of SSI |
| | |
| --- | --- |
| B005 | Certified status of CPCP (if applicable) |
| | |
| --- | --- |
| B006 | Certified inventory of Hard Time Components (Fitted listing) |
| | |
| --- | --- |
| B007 | Certified inventory of OC/CM Components (Fitted listing) |
| | |
| --- | --- |
| B008 | Certified status of all non-SB and Major Modifications/STC’s including acceptable State of Manufacture Certification |
| | |
| --- | --- |
| B009 | Certified status of Check/Inspection History & Current Status of Checks | | 2018 |
agreement_5.md | | | |
| --- | --- |
| B010 | List of Deferred Maintenance Items |
| | |
| --- | --- |
| B011 | List of Out of Phase Checks, Special Requirements, Time Limited Repairs (if any). |
| | |
| --- | --- |
| B012 | Aircraft Accident & Incident Report. |
| | |
| --- | --- |
| B013 | Structural repairs and damage (including Dent & Buckle Chart). |
| | |
| --- | --- |
| **C.** | **Aircraft Maintenance Records** |
| | |
| --- | --- |
| C001 | Technical Logs (Minimum of 2 years) |
| | |
| --- | --- |
| C002 | A Checks |
Last complete cycle of A Checks (or equivalent)
| | |
| --- | --- |
| C003 | C Checks |
Last Complete cycle of C Checks (or equivalent)
| | |
| --- | --- |
| C004 | All Major Checks |
| | |
| --- | --- |
| C005 | CPCP Tasks (if applicable) |
| | |
| --- | --- |
| C006 | Periodic Tasks |
6-8 | 2019 |
agreement_5.md | | | |
| --- | --- |
| C007 | Dirty Finger Print Certification – AD’s |
| | |
| --- | --- |
| C008 | Dirty Finger Print Certification – SB’s |
| | |
| --- | --- |
| C009 | Dirty Finger Print Certification – All other modification |
| | |
| --- | --- |
| C010 | Last Weight Report including Schedule |
| | |
| --- | --- |
| C011 | Compass Swing Report |
| | |
| --- | --- |
| C012 | Last Test Flight Report |
| | |
| --- | --- |
| C013 | Certified ETOPS compliance report (if applicable) |
| | |
| --- | --- |
| C014 | Dirty Finger Print certification - All Structural repairs/structural damage |
| | |
| --- | --- |
| C015 | Details of State of Manufacture certification basis – A non-SRM Structural repairs |
| | |
| --- | --- |
| C016 | Aircraft Log Book(s) if applicable |
| | |
| --- | --- |
| **D.** | **Configuration Status** |
| | |
| --- | --- |
| D001 | Approved and certified LOPA |
| | |
| --- | --- |
| D002 | Galley Drawings/Component OHM |
| | |
| --- | --- |
| D003 | Emergency Equipment Drawing/Listing | | 2020 |
agreement_5.md | | | |
| --- | --- |
| D003 | Emergency Equipment Drawing/Listing |
| | |
| --- | --- |
| D004 | Loose Equipment Inventory |
| | |
| --- | --- |
| D005 | Inventory Listing of Avionic installed Units. |
| | |
| --- | --- |
| **E.** | **Aircraft Historical Records** |
| | |
| --- | --- |
| E001 | C of A (Export) from State of Manufacture |
| | |
| --- | --- |
| E002 | Manufacturer’s AD Report |
| | |
| --- | --- |
| E003 | Manufacturer’s Inspection Report, Initial Equipment list |
| | |
| --- | --- |
| E004 | Manufacturer’s repair/alteration report |
| | |
| --- | --- |
| E005 | Manufacturer’s SB Report |
| | |
| --- | --- |
| E006 | Service Difficulty Reports (if any) |
| | |
| --- | --- |
| E007 | Aircraft Historical Log |
| | |
| --- | --- |
| E008 | Last Flight Data Recorder Read-Out & Corrections |
6-9 | 2021 |
agreement_5.md | | | |
| --- | --- |
| E009 | Weighing report |
| | |
| --- | --- |
| **F.** | **Engine Records** |
| | |
| --- | --- |
| F001 | Certified Statement of Status of Each Engine |
| | |
| --- | --- |
| F002 | AD Compliance Report and Compliance Documents |
| | |
| --- | --- |
| F003 | Manufacturer’s Modifications & SB Status |
| | |
| --- | --- |
| F004 | In-house Modifications (if applicable) |
| | |
| --- | --- |
| F005 | Certified LLP Listing |
| | |
| --- | --- |
| F006 | Certified listing of installed units |
| | |
| --- | --- |
| F007 | Manufacturer Delivery Document |
| | |
| --- | --- |
| F008 | Complete copies of all historical engine/module Shop Visit Reports |
| | |
| --- | --- |
| F009 | State of Manufacture LLP Traceability |
| | |
| --- | --- |
| F010 | Conditioning Monitoring Report |
| | |
| --- | --- |
| F011 | Engine Log Book/Master Records of Installation/Removals |
| | |
| --- | --- |
| F012 | Last Borescope Report, including video if available | | 2022 |
agreement_5.md | | | |
| --- | --- |
| F012 | Last Borescope Report, including video if available |
| | |
| --- | --- |
| F013 | Test Cell Run Report |
| | |
| --- | --- |
| F014 | Last On-Wing Ground Run |
| | |
| --- | --- |
| F015 | Certified Statement that Engines are not involved in an Accident |
| | |
| --- | --- |
| F016 | Approved Release to Service Certification for installed rotables |
| | |
| --- | --- |
| F017 | Approved ETOPS compliance report (if applicable) |
| | |
| --- | --- |
| **G.** | **APU** |
| | |
| --- | --- |
| G001 | Certified Statement on Status of APU (if applicable) |
| | |
| --- | --- |
| G002 | Certified SB Compliance Report/AD Status Report |
| | |
| --- | --- |
| G003 | Approved Release to Service Certification for installed units |
| | |
| --- | --- |
| G004 | APU Log Book/Master Record of Installation/Removals |
| | |
| --- | --- |
| G005 | Complete copies of all APU Shop Visit Reports & Reason for Removal |
6-10 | 2023 |
agreement_5.md | | | |
| --- | --- |
| G006 | Statement of APU Hours to Aircraft Flying Hours |
| | |
| --- | --- |
| G007 | LLP Status and Full Traceability to birth |
| | |
| --- | --- |
| G008 | APU Borescope Report |
| | |
| --- | --- |
| G009 | Last On-Wing/Health Check Data sheets (if applicable) |
| | |
| --- | --- |
| G010 | Last Test Cell Run |
| | |
| --- | --- |
| G011 | Approved ETOPS compliance report |
| | |
| --- | --- |
| **H.** | **Component Records** |
| | |
| --- | --- |
| H001 | Approved Release to Service Certification for Hard Time Components |
| | |
| --- | --- |
| H002 | Approved Release to Service Certification for OC/CM Components |
| | |
| --- | --- |
| **I.** | **Landing Gears** |
| | |
| --- | --- |
| I001 | Approved Release to Service Certification for major assemblies on each Gear |
| | |
| --- | --- |
| I002 | Approved LLP Listings for each Gear (with FULL Traceability to Birth) |
| | |
| --- | --- |
| I003 | Last Shop Visit Report (OH) | | 2024 |
agreement_5.md | | | |
| --- | --- |
| I003 | Last Shop Visit Report (OH) |
| | |
| --- | --- |
| **J.** | **Manuals** |
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
**Microfilm:**
| | |
| --- | --- |
| J006 | WDM |
| | |
| --- | --- |
| J007 | IPC |
| | |
| --- | --- |
| J008 | Maintenance Manual |
| | |
| --- | --- |
| J009 | Schematics |
| | |
| --- | --- |
| J010 | Hook Up Listing |
| | |
| --- | --- |
| **K.** | **Miscellaneous** |
| | |
| --- | --- |
| K006 | Maintenance Program Specifications (Operator’s) |
| | |
| --- | --- |
| K007 | Reference Material for Interpretation of Status Summaries, or cross-reference for Part Numbers |
6-11 | 2025 |
agreement_5.md | **SCHEDULE 7**
**INSURANCE REQUIREMENTS**
| | |
| --- | --- |
| 1.1 | **Types of Insurance** |
The Insurance required to be maintained are as follows:
| | | |
| --- | --- | --- |
| | (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
exceeding the Deductible Amount; |
| | | |
| --- | --- | --- |
| | (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
form, 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; |
| | | |
| --- | --- | --- |
| | (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”
basis for the Engine Agreed Value and including engine test and running risks; |
| | | |
| --- | --- | --- |
| | (d) | **Spares Insurance on Parts** when removed from the Aircraft and replaced on a replacement basis otherwise known as actual cash value; and | | 2026 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (e) | **Comprehensive Aircraft Third Party, Property Damage, Passenger, Baggage, Cargo and Mail and Airline General Third Party (including Products) Legal Liability** for a combined
single 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
and 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
less 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. |
| | |
| --- | --- |
| 1.2 | **Terms of Hull and Spares Insurance** |
All required hull and spares insurance, so far as it relates to the Aircraft, will:
| | | |
| --- | --- | --- |
| | (a) | **Additional Insureds:** name Lessor and Owner and their respective successors and assigns as additional insureds for their respective rights and interests;
| | 2027 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
account 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
paid to Lessee; |
7-1 | 2028 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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;
and |
| | | |
| --- | --- | --- |
| | (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. |
| | |
| --- | --- |
| 1.3 | **Terms of Liability Insurance** |
All required liability insurance will:
| | | |
| --- | --- | --- |
| | (a) | **Additional Insureds:** include each Indemnitee, as an additional insured (individually, an “Additional Insured”) for its respective rights and interests, warranted,
each as to itself only, no operational interest; |
| | | |
| --- | --- | --- |
| | (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
protection provided under the policy carried and maintained by Lessee as if there was a separate policy issued to each insured; and | | 2029 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
insurance 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. |
| | |
| --- | --- |
| 1.4 | **Terms of All Insurance** |
All Insurance will:
| | | |
| --- | --- | --- |
| | (a) | **Industry Practice:** be in accordance with customary industry practice of persons operating similar aircraft in similar circumstances; |
| | | |
| --- | --- | --- |
| | (b) | **Dollars:** provide cover denominated in Dollars and any other currencies that Lessor may reasonably require in relation to liability insurance; |
| | | |
| --- | --- | --- |
| | (c) | **Worldwide:** operate on a worldwide basis subject to customary limitations and exclusions; | | 2030 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
any 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
Additional Insureds seeking protection of any warranty, declaration or condition, contained in such Insurance; |
| | | |
| --- | --- | --- |
| | (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
willful 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; |
7-2 | 2031 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
of 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
outstanding premiums relating to the Aircraft, any Engine or Part the subject of the relevant claim; |
| | | |
| --- | --- | --- |
| | (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
of 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
broker 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
perils) will be given, or in the case of war between the five (5) great powers or nuclear peril for which termination is automatic; |
| | | |
| --- | --- | --- |
| | (h) | **Reinsurance:** if insurance is not placed on a direct basis, and reinsurance is a requirement of the Aircraft Lease Agreement such reinsurance will: | | 2032 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (i) | be on the same terms as the original insurance and will include the provisions of this Schedule; |
| | | |
| --- | --- | --- |
| | (ii) | provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to
make 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
original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and |
| | | |
| --- | --- | --- |
| | (iii) | contain a “cut-through” clause in substantially the following form: | | 2033 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | “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
by 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
insurance, 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
Reinsurers 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
all further liability in connection therewith”; subject to such provisions not contravening any Law of the State of Incorporation; |
7-3 | 2034 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
|
| | | |
| --- | --- | --- |
| | (j) | **Indemnities:** accept and insure the indemnity provisions of the Lease to the extent of the risks covered by the policies. |
| | |
| --- | --- |
| 1.5 | **Deductibles** |
Lessee shall be responsible for any and all deductibles under the Insurance.
| | |
| --- | --- |
| 1.6 | **Application of Insurance Proceeds** |
The Insurance will be endorsed to provide for payment of proceeds as follows:
| | | |
| --- | --- | --- |
| | (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
during 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; | | 2035 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
any 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
CTA, any balance remaining shall be paid by Lessor to Lessee; |
| | | |
| --- | --- | --- |
| | (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;
|
| | | |
| --- | --- | --- |
| | (d) | **Liability Proceeds:** all insurance proceeds in respect of third party liability will be paid by the insurers to the relevant third party; and | | 2036 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
proceeds 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
proceeds 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
Lessee in such order as Lessor or Owner may elect. |
| | | |
| --- | --- | --- |
| | | 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
provisions and apply or pay over such proceeds as so required. |
7-4 | 2037 |
agreement_5.md | | | |
| --- | --- |
| 1.7 | **United States Governmental Indemnity** |
| | | |
| --- | --- | --- |
| | (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
faith 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
Lessor 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. |
| | | |
| --- | --- | --- |
| | (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
in 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.
|
7-5 | 2038 |
agreement_5.md | **SCHEDULE 8A**
**PART 1**
**FORM OF LESSEE LEGAL OPINION (IN-HOUSE)**
[Lessor
c/o GE Capital Aviation Services, Inc.
201 High Ridge Road
Stamford, Connecticut 06927
Attn: General Counsel]
[Date]
Ladies and Gentlemen:
This opinion letter is being delivered by AirTran Airways, Inc. (“AirTran”), a Delaware corporation, through its Legal Department, in connection
with 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
manufacturer’s serial number together with the two (2) installed CFM International model CFM56-7B20 engines (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 connection with the 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 have the same meanings as in the Agreement. | 2039 |
agreement_5.md | In giving the following opinions, members of AirTran’s Legal Department or lawyers retained by AirTran’ s Legal
Department 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
instruments 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
reviewed. 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
others (other than members of AirTran’s Legal Department).
Based on the foregoing, and subject to the assumptions and limitations contained herein, AirTran’s Legal Department is of the opinion that:
| | | |
| --- | --- | --- |
| | (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
Nevada. |
| | | |
| --- | --- | --- |
| | (b) | AirTran has all necessary corporate power to execute, deliver, and perform its obligations under the Agreement, and the Holdings has all necessary corporate
|
8A-1 | 2040 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | 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
(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
to us to be applicable to, or binding on, AirTran or Holdings. |
| | | |
| --- | --- | --- |
| | (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,
mortgage, or other agreement to which AirTran or Holdings is a party or by which AirTran or Holdings is bound. |
| | | |
| --- | --- | --- |
| | (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
and Holdings, respectively, and the Agreement has been duly executed and delivered by AirTran, and the Guarantee has been duly executed and delivered by Holdings. | | 2041 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
recordation 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
notice 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,
(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
parties in any applicable jurisdictions in the United States. |
| | | |
| --- | --- | --- |
| | (f) | Lessee is a Certificated Air Carrier. |
| | | |
| --- | --- | --- |
| | (g) | Lessee is a “citizen of the United States” as defined in 49 U.S.C. Section 40102(a)(15). | | 2042 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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,
in any case under Chapter 11 of the Bankruptcy Code in which AirTran is the debtor. |
| | | |
| --- | --- | --- |
| | (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
Agreement or by Holdings of the Guarantee or the performance or enforcement by legal proceedings of any thereof. |
| | | |
| --- | --- | --- |
| | (j) | The consent to the jurisdiction by Lessee contained in the Agreement is valid and binding on Lessee. |
8A-2 | 2043 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (k) | The consent to the jurisdiction by Holdings contained in the Guarantee is valid and binding on Holdings. |
No opinion is given in Paragraph (e) as to title to the Aircraft or any other property. In connection with the provisions of
the 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
jurisdiction, 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
County, we note that such submission cannot supersede that court’s discretion in determining whether to transfer the place of trial under NYCPLR § 510.
The foregoing opinions are further limited to the federal law of the United States of America (other than (i) the
Transportation 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
engine 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
express 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. | 2044 |
agreement_5.md | This opinion letter is provided subject to the following conditions: (1) nothing contained herein shall create any obligation of or right to look to
anyone 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
with 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
be taken against any person in the AirTran Legal Department.
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.
Very truly yours,
8A-3 | 2045 |
agreement_5.md | **SCHEDULE 8A**
**PART 2**
**FORM LEGAL OPINION OF LESSEE’S COUNSEL**
[Lessor
c/o GE Capital Aviation Services, Inc.
201 High Ridge Road
Stamford, Connecticut 06927
Attn: General Counsel]
[Date]
Ladies and Gentlemen:
We have acted as special counsel to AirTran Airways, Inc.
(*“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”)
and 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
engines (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
connection 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
Agreement.
This opinion letter is being delivered to you under
Section 1(a) of Schedule 3 of the Common Terms Agreement.
We
have relied on the factual representations made in the Agreement and the Guarantee and made no independent investigation.
Based on the foregoing and subject to the further qualifications set forth below, it is our opinion that: | 2046 |
agreement_5.md | Based on the foregoing and subject to the further qualifications set forth below, it is our opinion that:
(a) The Agreement is a legal, valid, and binding obligations of AirTran, and
is enforceable against AirTran in accordance with its terms.
(b) The Guarantee is a legal, valid, and binding obligations of Holdings, and is enforceable against Holdings in accordance with its terms.
We have assumed AirTran’s due organization and good standing, AirTran’s corporate power, authority, and legal right to execute, deliver, and
carry 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
other 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
to execute, deliver, and carry out the
8A-4 | 2047 |
agreement_5.md | terms of the Guarantee, and that Holding’s execution, delivery and performance of the Guarantee do not and will not
violate 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. | 2048 |
agreement_5.md | The opinions expressed herein are subject to the following qualifications:
(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
accordance 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);
(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,
legal 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
good 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
circumstances, 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
jurisdiction of the United States District Court for the Southern District of New York the New York courts in New York County.
In rendering the opinions above, we have relied, without making any independent investigation with respect thereto, upon the opinion issued by
AirTran’s Legal Department delivered to you on the date hereof, as to the matters addressed therein. | 2049 |
agreement_5.md | This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the *“Accord”*) of the American
Bar 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
opinion 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
admitted 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
federal 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,
operation, 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
received 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
security interest contemplated by the Lease or (vii) any choice of law provisions in the Lease or the Guarantee.
8A-5 | 2050 |
agreement_5.md | This opinion is furnished solely for the benefit of the addressee hereto, and no other Person (other than
such addressee’s successors and permitted assigns) shall be entitled to rely on this opinion without our express written consent.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
8A-6 | 2051 |
agreement_5.md | **SCHEDULE 8B**
**PART 1**
**FORM OF LESSOR LEGAL OPINION (IN-HOUSE)**
[DATE]
AIRTRAN AIRWAYS, INC.
9955 AirTran Boulevard
Orlando, Florida 32827
| | | |
| --- | --- | --- |
| | Re: | AirTran Airways, Inc., Lease of One Boeing Model B737-700 Aircraft Bearing Manufacturer’s Serial Number
[ ] |
Ladies and Gentlemen:
I am a
Vice 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
[
], 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
Lessor 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.
(“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.
Except as otherwise noted herein, all capitalized terms used herein shall
have the respective defined meanings set forth in the Lease Agreement. | 2052 |
agreement_5.md | Except as otherwise noted herein, all capitalized terms used herein shall
have the respective defined meanings set forth in the Lease Agreement.
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,
photocopied 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,
agreements, 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
such 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
telecopied. 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.
8B-1 | 2053 |
agreement_5.md | Based upon the foregoing, and subject to the specific assumptions, qualifications and reliances herein
set 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:
1. The Lessor is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware
and has the company power and authority to execute, deliver and carry out the terms of the Lease Agreement.
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
corporate power and authority to execute, deliver and carry out the terms of the Guaranty.
3. The Lease Agreement has been duly authorized, executed and delivered by the Lessor and the Guarantee has been duly authorized, executed
and delivered by AFS.
4. Neither the
execution 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
taking 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,
governmental 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. | 2054 |
agreement_5.md | 5. Neither the execution of and delivery by AFS of the
Guarantee 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
authority 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
or 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.
6. The execution, delivery and performance by the Lessor of the Lease Agreement do not violate its certificate of formation, limited
liability 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
creation 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
approval of the stockholders of a member or any trustee or holders of any indebtedness or obligations of the Lessor.
8B-2 | 2055 |
agreement_5.md | 7. The execution, delivery and performance by AFS of the Guarantee do not violate its
certificate 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
in 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
approval of the stockholders of a member or any trustee or holders of any indebtedness or obligations of AFS.
8. There are no actions, suits or proceedings pending or, to my knowledge, threatened against the Lessor or AFS, as applicable, in any
court 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
and Guarantee, respectively. | 2056 |
agreement_5.md | I am a member of the Bar of the
State 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
Federal 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
(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
any part thereof.
This opinion is furnished by me at your
request 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
person 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
only. 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. | 2057 |
agreement_5.md | This opinion letter is provided subject to the following conditions: (1) nothing contained herein shall create any
obligation 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
with 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
shall be taken against me.
Very truly yours,
[
]
Vice President & Counsel
8B-3 | 2058 |
agreement_5.md | **SCHEDULE 8B**
**PART 2**
**FORM LEGAL OPINION OF LESSOR’S COUNSEL**
[DATE]
AIRTRAN AIRWAYS, INC.
9955 AirTran Boulevard
Orlando, Florida 32827
| | | |
| --- | --- | --- |
| | Re: | AirTran Airways, Inc., Lease of One Boeing Model B737-700 Aircraft Bearing Manufacturer’s Serial Number
[ ] |
Ladies and Gentlemen:
We have
acted as special counsel to [ ] (“Lessor”), a wholly-owned subsidiary of General
Electric 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
incorporates 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,
the “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
“Guarantee”), dated as of August 15, 2003, issued by AFS in favor of Lessee.
All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Lease Agreement.
In rendering the opinions expressed below, we have examined the Lease Agreement and the Guarantee. | 2059 |
agreement_5.md | In rendering the opinions expressed below, we have examined the Lease Agreement and the Guarantee.
In our examination, we have assumed, with your permission and without
independent 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
such 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)
the 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
Lessor and Guarantor, as applicable), enforceable against each such party in accordance with its terms; (vi) that the parties
8B-4 | 2060 |
agreement_5.md | have obtained and will obtain all necessary permits and other approvals for conducting their respective businesses and operations; (vii) the absence of
evidence 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
connection 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
or corporate officers.
We have without independent
investigation 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
certificates 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
drawn from our representation of Lessor and/or Guarantor.
In
rendering the following opinions, we have relied, without making any independent investigation with respect thereto, upon the opinion of
[ ], acting as internal counsel to Lessor, delivered to you on the date
hereof, as to the matters addressed therein.
Based upon and
subject 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
opinion that: | 2061 |
agreement_5.md | The Lease Agreement constitutes the legal, valid
and 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
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). The Guarantee constitutes the legal,
valid 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
creditors 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).
We are qualified to practice law in the State of New York and we express no
opinion 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
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, operation, maintenance, repair,
replacement, 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
8B-5 | 2062 |
agreement_5.md | 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
applicable, (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
of law provisions in the Lease Agreement or the Guarantee.
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
opinion 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
connection 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
Person without, in each instance, our prior written consent.
Very truly yours,
HOLLAND & KNIGHT LLP
8B-6 | 2063 |
agreement_5.md | **SCHEDULE 9**
**EVENTS OF DEFAULT**
Each of the following
events or conditions constitutes an Event of Default:
| | | |
| --- | --- | --- |
| | (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
Lessee 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 |
| | | |
| --- | --- | --- |
| | (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
9 and Schedule 7; or |
| | | |
| --- | --- | --- |
| | (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
have 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
|
| | | |
| --- | --- | --- |
| | (d) | **Cross-Default:** | | 2064 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
period; |
| | | |
| --- | --- | --- |
| | (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
it would otherwise have become due; or |
| | | |
| --- | --- | --- |
| | (iii) | any event of default or termination event, howsoever described, occurs under any Other Agreement and continues beyond any applicable grace period; or |
| | | |
| --- | --- | --- |
| | (e) | **Insolvency:** |
| | | |
| --- | --- | --- |
| | (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
consolidated 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
voluntary petition in bankruptcy or voluntary petition seeking reorganization in a proceeding under any bankruptcy or
|
9-1 | 2065 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | 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
voluntary 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
adjustment 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 |
| | | |
| --- | --- | --- |
| | (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
Lessee’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
for relief is granted; or | | 2066 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
filed 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
Lessee 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
remains 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 |
| | | |
| --- | --- | --- |
| | (f) | **Delivery:** Lessee fails to comply with its obligation under Section 4 to accept delivery of the Aircraft pursuant to the Lease; or |
| | | |
| --- | --- | --- |
| | (g) | **Redelivery:** Lessee fails to return the Aircraft to Lessor on the Expiry Date in accordance with Section 12; or | | 2067 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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)
shall 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
by court order or such judgment shall have been adequately bonded; or |
9-2 | 2068 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
Lessor 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
|
| | | |
| --- | --- | --- |
| | (j) | **Guarantee:** |
| | | |
| --- | --- | --- |
| | (i) | the Guarantor fails to make any payments under the Guarantee when due; or |
| | | |
| --- | --- | --- |
| | (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
deemed to be references to Guarantor). |
9-3 | 2069 |
agreement_5.md | **SCHEDULE 10**
**FORM OF GUARANTEE**
GUARANTY
THIS GUARANTY (the “Guaranty”), dated as of
, is given by
, a
(“Guarantor”), to
(“Lessor”), for its benefit and the benefit of
Owner as defined in the Lease referred to below (individually, “Beneficiary” and, collectively, “Beneficiaries”).
WITNESSETH:
WHEREAS, in connection with the leasing of that certain
Aircraft bearing the Manufacturer’s Serial Number set forth on the cover page hereto (together with the engines
installed thereon, the “Aircraft”), Lessor and , a
corporation (“Lessee”), are entering or have entered into that certain Aircraft Lease Agreement, dated
as of , (including the Common Terms Agreement referred to therein, and as amended, supplemented or modified from time to time,
the “Lease”), providing for the lease by Lessor, as lessor, to Lessee, as lessee, of the Aircraft; and
WHEREAS, Beneficiaries desire support for the due and punctual payment, observance and performance of all of the obligations and liabilities of Lessee
(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
“Operative Documents”); and | 2070 |
agreement_5.md | WHEREAS, inasmuch
as 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
hereinafter set forth;
NOW, THEREFORE, in consideration of the
foregoing 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
as follows:
| | |
| --- | --- |
| 1. | Definitions. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Lease. |
| | |
| --- | --- |
| 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,
unconditionally and irrevocably guarantee to Beneficiaries the due and punctual payment, observance and performance by Lessee of all of the Obligations. |
10-1 | 2071 |
agreement_5.md | Accordingly, upon and during the occurrence and continuance of an Event of Default under the Lease,
Guarantor 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
demand 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
continuance 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
collecting any Obligations or in preserving or enforcing any rights under this Guaranty or under the Obligations.
| | |
| --- | --- |
| 3. | Absolute and Continuing Guaranty. The obligations of Guarantor under this Guaranty shall be absolute, continuing, unconditional and irrevocable and this Guaranty shall remain
in 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
full 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. | | 2072 |
agreement_5.md | | | |
| --- | --- |
| 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
by: (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
other 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
furnishing 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;
(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
Document; (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
Obligations; (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 | 2073 |
agreement_5.md | 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,
composition, 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
action taken by any trustee or receiver or by any court in any such proceeding; (h)
| | 2074 |
agreement_5.md | 10-2 | 2075 |
agreement_5.md | | | |
| --- | --- |
| |
any invalidity, illegality or unenforceability, in whole or in part, of any of the Operative Documents; (i) any defect in the title, compliance with
specifications, 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
reason 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
thereof (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
non-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
any 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
relationship; (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 | 2076 |
agreement_5.md | 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,
regulations 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
might 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
on Guarantor for satisfaction of the obligations of Guarantor hereunder shall prejudice the right of Beneficiaries to enforce the obligations of Guarantor hereunder. | | 2077 |
agreement_5.md | | | |
| --- | --- |
| 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
with 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
hereafter 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,
privilege 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
whatsoever 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
created, contracted or incurred in reliance upon this Guaranty. |
10-3 | 2078 |
agreement_5.md | | | |
| --- | --- |
| 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
and 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
of 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
any 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
the 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
Guarantor, who agrees to remain bound under this Guaranty notwithstanding any such extension, change, modification, amendment, release, surrender, settlement, compromise or subordination. | | 2079 |
agreement_5.md | | | |
| --- | --- |
| 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,
nor 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
applicable law. |
| | |
| --- | --- |
| 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
or 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
successfully enforcing its rights and remedies hereunder. |
| | |
| --- | --- |
| 9. | Representations and Warranties. Guarantor represents and warrants to and for the benefit of each Beneficiary that: |
| | | |
| --- | --- | --- |
| | (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
enter into and perform its obligations under this Guaranty. | | 2080 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
approval 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
contemplated 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
Guarantor under, any indenture, mortgage, deed of trust,
|
10-4 | 2081 |
agreement_5.md | | | |
| --- | --- |
| |
conditional sales contract, bank loan or credit agreement, corporate charter, by-law, or other agreement or instrument to which Guarantor is a party or by
which Guarantor or its properties’ or assets are bound. |
| | | |
| --- | --- | --- |
| | (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
may 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
enforceability is considered in a proceeding in equity or at law). |
| | | |
| --- | --- | --- |
| | (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
of, 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
enforceability hereof or the satisfaction of all monetary or other obligations hereunder. |
| | | |
| --- | --- | --- |
| | (e) | No Litigation. There are no suits, arbitrations or legal proceedings (including any administrative proceeding) pending or threatened before any Government Entity against
Guarantor 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. | | 2082 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (f) | Investment Company. Guarantor is not an “investment company” as defined in the Investment Company Act of 1940, as amended. |
| | | |
| --- | --- | --- |
| | (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
Southern District of New York (as applicable). |
| | | |
| --- | --- | --- |
| | (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
broker, 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.
|
| | |
| --- | --- |
| 10. | Certain Covenants: Guarantor covenants and agrees with each Beneficiary as follows: |
| | | |
| --- | --- | --- |
| | (a) | Guarantor’s Financial Statements. Guarantor agrees that it will furnish to Lessor: | | 2083 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (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
management accounts for Guarantor and its consolidated subsidiaries for such period, certified by an authorized officer of Guarantor to the effect
|
10-5 | 2084 |
agreement_5.md | | | | |
| --- | --- | --- |
| | | 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
except as noted and subject to year-end adjustments; and |
| | | |
| --- | --- | --- |
| | (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
copy of the auditor’s unqualified certification in respect thereof. |
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
obligations under such subsections (i) and (ii) shall be suspended.
| | | |
| --- | --- | --- |
| | (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
otherwise 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
consolidation 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
satisfactory to Lessor demonstrating that such transaction will comply with the following requirements of this Section and unless: | | 2085 |
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| --- | --- | --- |
| | (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
property 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
Guarantor (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
(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
to 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
which 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
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 counsel to such effect and otherwise in such form and substance reasonably satisfactory to
Lessor; and |
10-6 | 2086 |
agreement_5.md | | | | |
| --- | --- | --- |
| | (ii) | no Significant Default or Event of Default shall have occurred and be continuing and no Default shall occur as a result thereof. | | 2087 |
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| --- | --- |
| 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
must 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
is 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
though 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
against 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
similar 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
default 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 | 2088 |
agreement_5.md | 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
notice 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,
irrespective 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
Affiliate, or any other Person. | | 2089 |
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| --- | --- |
| 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
therein to “Lessee” were references to Guarantor and references therein to the “Lease” were references to this “Guaranty”. |
| | |
| --- | --- |
| 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,
titles 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
in 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. |
10-7 | 2090 |
agreement_5.md | | | |
| --- | --- |
| 14. | Guarantor’s Obligations; Setoff. |
| | | |
| --- | --- | --- |
| | (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
event 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.
|
| | | |
| --- | --- | --- |
| | (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
Guarantor or any of their Affiliates. | | 2091 |
agreement_5.md | | | |
| --- | --- |
| 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
rights 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
of 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
respect 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
irrevocably 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
United 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
shall 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 | 2092 |
agreement_5.md | 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
by Lessee or any such Beneficiary, in each case, after the date of such Event of Default. | | 2093 |
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| --- | --- |
| 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
extent 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
jurisdiction. |
10-8 | 2094 |
agreement_5.md | | | |
| --- | --- |
| 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
provision (or, if applicable, the whole of this Guaranty) intended to be terminated, waived, amended, modified or supplemented, and executed by Guarantor and Lessor. |
| | |
| --- | --- |
| 18. | Government Authorizations. Guarantor will obtain from time to time all permits, licenses, approvals and authorizations of, and will file all registrations and declarations
with, 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
currency 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. |
| | |
| --- | --- |
| 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
therein to “Lessee” were references to Guarantor and references therein to the “Lease” were references to this “Guaranty”. | | 2095 |
agreement_5.md | | | |
| --- | --- |
| 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
performance by Lessee of such obligations to the extent so performed by Guarantor under this Guaranty. |
| | |
| --- | --- |
| 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.
|
| | |
| --- | --- |
| 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
supersedes all prior or contemporaneous understandings or agreements, whether written or oral, between Guarantor and Beneficiaries with respect to the subject matter hereof. |
| | |
| --- | --- |
| 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
effectuate and perfect fully the purposes of this Guaranty, and any or all of any Beneficiary’s rights, titles, interest, benefits or remedies hereunder. |
| | |
| --- | --- |
| 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.
|
10-9 | 2096 |
agreement_5.md | | | |
| --- | --- |
| 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
is: |
| | | |
| --- | --- | --- |
|
---
| | |
|
---
| | |
|
---
| | |
or to such other address or facsimile
number as is notified by Guarantor to Lessor under this Guaranty.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.
| |
| --- |
| AIRTRAN HOLDINGS, INC. |
| | |
| By: | |
---
|
| Name: | | |
| Title: | | |
Accepted as of the
date
below written:
| | | |
| --- | --- | --- |
| By: | |
---
|
| Name: | | |
| Title: | | |
| Date: | | |
10-10
---
**SCHEDULE 11**
**[INTENTIONALLY OMITTED]**
11 - 1
---
**SCHEDULE 12**
**[INTENTIONALLY OMITTED]**
12 - 1 | 2097 |
agreement_5.md | **SCHEDULE 13**
**FORM OF ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT**
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (MSN ) (this “Agreement”), dated as of
is entered into by and between , a company incorporated under the laws of
(“Assignor”), and , a
(“Assignee”).
W I T N E S S E T H:
WHEREAS, [Lessee], a company incorporated under the Laws of
(“Lessee”) and Assignor have heretofore entered into that certain Aircraft Lease Agreement, dated as of
, 200\_ (“ALA”), which incorporates by reference therein a Common Terms Agreement dated as of
, 200 between
and Lessee (“CTA”), as amended and supplemented from time to time (collectively, the
“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);
WHEREAS, Assignor and Assignee have entered into an aircraft sale and purchase agreement dated on or prior to the date
hereof (“Purchase Agreement”);
WHEREAS,
pursuant to the Purchase Agreement, Assignor’s interest in the Lease is being transferred to Assignee, as contemplated by Section 14.2 of the CTA; | 2098 |
agreement_5.md | 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,
Assignee 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
hereunder, all on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
Article 1. Definitions.
For purposes of this Agreement, the following terms shall have the
respective meanings set forth below.
“Effective
Time” has the meaning given to such term in Section 6.4 below.
“Lien” shall mean a Security Interest as defined in the Lease (without giving effect to the exclusion of Lessor Liens set forth therein).
13 - 1 | 2099 |