Common use of COVENANTS OF LESSEE Clause in Contracts

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will: (a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existence; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease; (d) notify Lessor immediately of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lessee.

COVENANTS OF LESSEE. 14.1 LESSEE AGREES THAT ITS OBLIGATIONS UNDER THIS LEASE AND ANY SCHEDULE HERETO, INCLUDING WITHOUT LIMITATION, THE OBLIGATION TO PAY RENTAL, ARE IRREVOCABLE AND ABSOLUTE, SHALL NOT XXXXX FOR ANY REASON WHATSOEVER (INCLUDING ANY CLAIMS AGAINST LESSOR), AND SHALL CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF ANY INABILITY OF LESSEE TO USE THE EQUIPMENT OR ANY PART THEREOF FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, WAR, ACT OF GOD, STORMS, GOVERNMENTAL REGULATIONS, STRIKE OR OTHER LABOR TROUBLES, LOSS, DAMAGE, DESTRUCTION, DISREPAIR, OBSOLESCENCE, FAILURE OF OR DELAY IN DELIVERY OF THE EQUIPMENT, OR FAILURE OF THE EQUIPMENT TO PROPERLY OPERATE FOR ANY CAUSE. In the event of any alleged claim (including a claim which would otherwise be in the nature of a set-off) against Lessor, Lessee hereby covenants with shall fully perform and pay its obligations hereunder (including all rents, without set-off or defense of any kind) and its only exclusive recourse against Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft shall be by a separate action. Lessee agrees to furnish promptly to Lessor the annual financial statements of Lessee (and of any guarantors of Lessee's performance under this Lease and any Schedule hereto), prepared in accordance with Article 16 it will: (a) remain in generally accepted accounting principles and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existence; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required certified by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation)independent certified public accountants, and (ii) at Lessor's expense (insofar such interim financial statements of Lessee as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as Lessor may be reasonably requested by Lessor to establish, maintain and protect require during the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes entire term of this Lease and the Head Lease; (d) notify Lessor immediately of any Default; (e) obtain and maintain all necessary government and other certificatesSchedule hereto. Lessee, consentsif requested, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of shall provide at Lessee's obligations expense an opinion of its counsel acceptable to Lessor affirming the covenants, representations and warranties of Lessee under this Lease and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by LesseeSchedule hereto.

COVENANTS OF LESSEE. 14.1 23.01 To induce Lessor to execute this Lease, and in consideration thereof, Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it willagrees as follows: (a) remain in and continue Lessee agrees to operate as a Certificated Air Carrier holding a valid certificate give to Lessor prompt written notice of convenience and necessity issued pursuant any accident, fire or damage occurring in, on or to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existence;Premises. (b) comply with Lessee agrees that all Laws loading and regulations for the time being in force unloading of goods shall be done only in the State of Incorporation, the State of Registration areas and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that through such failure shall have no adverse effect on the Aircraft or the interests of entrances as may be designated for such purposes by Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11;. (c) (i) at its own expense from time Lessee agrees to time do keep the outside areas immediately adjoining the Premises clear and perform not to burn, place or permit any rubbish, obstruction or merchandise in such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease;areas. (d) notify Lessor immediately of any Default;Lessee shall install, maintain and keep current, at its expense, all fire extinguishers and other safety equipment as shall be required by applicable law, ordinance, regulation, or fire and extended coverage insurance underwriting compliance. (e) obtain and maintain all necessary government and Lessee shall not use or operate any machinery that, in Lessor’s opinion, is harmful to the Premises or disturbing to others; nor shall Lessee use any loud speakers, televisions, radios, or other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation devices in a manner so as to disturb persons outside of the Aircraft; (f) not do or permit to be done any act or thing which might impair Premises; nor display merchandise on the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration exterior of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any lossPremises either for sale or for promotional purposes, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without obtaining the prior written consent of Lessor. (f) Lessee shall not conduct any auction, fire, bankruptcy, selling-out, or going-out-of-business sale on or about the Premises. (g) Lessee shall notify Lessor of the death of any surety or guarantor, if any, of this Lease on or before the date of the first publication of the Notice of Administration of the estate of the deceased surety or guarantor. (such consent h) Lessee shall not commit or suffer to be unreasonably withheldcommitted any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any person outside the boundaries of the Premises. (i) Lessee agrees all mechanical apparatus shall be kept free from vibrations and noise which may be transmitted beyond the execution Premises. (j) Lessee shall not do or suffer to be done any act, manner or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Premises or any part thereof, shall become void or suspended. Upon the breach of this covenant, in addition to all other remedies of Lessor and delivery not as a limitation thereof, Lessee agrees to pay to Lessor as additional rent any and all increase or increases of such agreements, certificates and legal opinions as premiums on insurance carried by Lessor may request with respect thereto; andon the Premises. (qk) provide Lessee acknowledges that the Premises is subject to certain covenants, conditions and restrictions recorded at O.R. Book 1986, Page 1410, Public Records of Seminole County, Florida, as supplemented and amended (“Restrictive Covenants”). Lessee agrees to abide by such Restrictive Covenants, as supplemented and amended. Lessor immediate written notice represents and warrants to Lessee that Lessor has no knowledge of any termination violations of or expiration non-compliance with the Restrictive Covenants occurring from and after the date of the Aircraft Maintenance Agreementthat certain Estoppel Certificate executed by Technology Park Owners’ Association, and Inc. dated March 29, 2007, a copy of any subsequent Aircraft Maintenance Agreement entered into by which has been provided to Lessee.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will: (a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existence; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor Xxxxxx to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease; (d) notify Lessor immediately of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of LesseeXxxxxx's obligations under this Lease and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee Xxxxxx with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lessee.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term date of this Agreement and until redelivery the end of the Aircraft to Lessor in accordance with Article 16 Lease Period it will: (ai) remain in and continue to operate substantially the same business as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereofpresently engaged in, preserve its corporate existence, conduct its business in an orderly and efficient manner, satisfy its debts and obligations as they fall due and keep and maintain all of its properties in good working order and condition; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (iii) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all other further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be law or reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease Agreement and the Head Lease;parties thereto; -------------------------------------------------------------------------------- (diii) notify Lessor immediately of the occurrence of any DefaultTermination Event or of any occurrence which might adversely affect Lessee's ability to perform any of its obligations under this Agreement; (eiv) obtain and maintain all necessary government and other certificates, consents, licenses, licenses and permits and authorizations and take all action which may be necessary or desirable for the continued due performance of Lessee's obligations obligation under this Lease Agreement and for the use and operation of the AircraftEquipment; (fv) take all necessary steps to maintain and protect the interest of Lessor as owner of the Equipment, including all necessary registrations and filing with the relevant authority, and not do or permit to be done any act or thing anything which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, jeopardize such rights or the registration of the AircraftEquipment; (gvi) notify keep accurate and complete records of the Equipment and permit Lessor as soon as practicable after becoming aware and its authorized representatives to examine and take copies of such records at any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand)time upon giving reasonable notice; (hvii) not do anything which is likely to subject may expose the Aircraft Equipment or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or execution, appropriation or destruction, destruction nor abandon the Aircraft Equipment or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (jviii) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the AircraftEquipment; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (lix) discharge all fees, charges and expenses outgoing payable to any third party in relation to the use or operation of the Aircraft Equipment or any premises where the Aircraft Equipment is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (qx) provide promptly notify Lessor in writing: (a) of any material alterations in or material modifications or additions to the Equipment; (b) of any Lien arising on the Equipment and exercised over the Equipment; (c) of any event which will or may reasonably be considered likely to become a casualty in respect of the Equipment or any part of the Equipment or of any other act done by, with, to, about or in connection with or event occurring to or in relation to the Equipment which will or may reasonably be considered likely to involve Lessor or Lessee in any costs, expense, loss or liability exceeding USD 200,000.00; and (d) of any (i) change of control (as defined in the definition of Affiliate in Exhibit A) of Lessee or (ii) purchase or sale of ten per cent (10%) or more of Lessee's capital stock by any person. -------------------------------------------------------------------------------- (xi) furnish to Lessor immediate its annual audited financial reports within ninety (90) days of period end, quarterly unaudited financial reports within sixty (60) days of period end, and any revised business plan as well as any other relevant financial information regarding Lessee as Lessor reasonably requests. (xii) not enter into any credit or other obligation, without written notice consent from new creditors that all new debt shall be subordinated to Lessee's obligations under this Agreement. (xiii) maintain a positive liquid assets balance of USD 250,000.00 at all times during the lease pursuant to this Agreement. (xiv) not, without Lessor's prior written consent, which consent shall not be unreasonably withheld, create, assume, incur or suffer to be created, assumed or incurred or permit to subsist any mortgage, lien, pledge or other encumbrance of any termination kind ("Encumbrance") upon any of its present or expiration future revenues or assets, for the purpose of securing any indebtedness (or any guarantee or other obligation in respect of any indebtedness) now or hereafter existing. Lessee shall however be entitled to make such Encumbrance, except any Encumbrance on the Aircraft Maintenance equipment subject to this Agreement, without Lessor's prior consent, for the purpose of securing medium and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lesseelong term indebtedness with an aggregate value not exceeding USD 1,000,000.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will: (a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of public convenience and necessity issued pursuant by the Secretary of Transportation, to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existenceexistence and to satisfy its debts and obligations as they fall due; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, ; provided, however, that such failure shall have no adverse effect on the Aircraft or on the interests of Lessor, Head Lessor or Indenture Trustee the Bank therein or in this Agreement or on the Insurance Insurances required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee the Bank and to carry out and give effect to the intents and purposes of this Lease Agreement and the Head Leaseparties; (d) notify Lessor immediately of the occurrence of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease Agreement and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee the Bank in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 100,000.00 (Dollars Two One Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or execution, appropriation or destruction, destruction nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee the Bank as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee the Bank for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this LeaseAgreement, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the sameSame; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor its authorized representatives to examine such records upon giving reasonable notice not involving delay to the Aircraft and and, subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for;provided; and (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lessee.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it willagrees that: (ai) On the Delivery Date, Lessee shall be, and shall remain in and continue so long as it shall be Lessee under this Agreement, duly qualified to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existenceAircraft under applicable Law; (bii) comply with Lessee will pay or cause to be paid all Laws taxes, assessments and regulations for governmental charges or levies imposed upon it, or upon its income or profits, or upon any property belonging to it, prior to the time being in force in date on which penalties attached thereto and prior to the State date on which any lawful claim, if not paid, would become a Lien upon any of Incorporation, the State material property of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that the failure to pay any such failure taxes shall have no adverse effect on not be a default under this subclause (ii) if and for so long as the Aircraft amount or application of such tax is being contested in good faith by Lessee by appropriate proceedings; (iii) Without the interests prior written consent of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease; (d) notify Lessor immediately of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, merge with or merge into, into any other corporation, corporation or convey, transfer or lease substantially all of its assets as an entirety to any person without other Person unless, after giving effect to such transaction, the surviving entity has at least the same net worth and gross assets as Lessee prior written consent to such transaction; (iv) Lessee will notify Lessor in writing prior to any change of its principal place of business or chief executive office; (v) Lessee undertakes to maintain in full force and effect all governmental consents, licenses, authorizations, approvals, declarations, filing and registrations obtained or effected in connection with this Agreement and every document or instrument contemplated hereby and to take all such additional action as may be proper or advisable in connection hereby or therewith, including those required to maintain in full force and effect the perfected interest of Lessor as "owner" of the Aircraft; Lessee further undertakes to obtain or effect any new or additional governmental consents, licenses, authorizations, approvals, declarations, filings or registrations as may become necessary for the performance of any of the terms and conditions of this Agreement or any other document or instrument contemplated hereby; (vi) Lessee shall furnish to Lessor the following: (A) As soon as available but in any event within 120 days after the end of each fiscal year of Lessee, a copy of the audited consolidated financial statements (including a balance sheet and statements of earnings, of changes in shareholders' equity, and of changes in financial position on a cash flow basis) prepared as of the close of such consent fiscal year in accordance with generally accepted accounting principles as in effect in the United States ("GAAP"), together with the report thereon of Lessee's auditor to the effect that (1) the accounting and reporting policies followed by Lessee are appropriate and adequate in the circumstances and have been consistently applied, and (2) the information presented in such financial statements presents fairly Lessee's financial position and operating results at the dates and for periods indicated; (B) As soon as available but in any event within 60 days after the end of each fiscal quarter of Lessee, a copy of the unaudited consolidated financial statements (including a balance sheet and statements of earnings, of changes in shareholders' equity, and of changes in financial position on a cash flow basis) prepared as of the close of such fiscal quarter, together with a certificate from its chief financial officer certifying that (a) such financial statements have been prepared in accordance with GAAP, and give a true and adequate picture of Lessee's financial position and operating results at the dates and for the period covered thereby, (b) no Default and no Event of Default has occurred and is continuing, and (c) Lessee is not in default under any other lease agreement, loan agreement, promissory note, capitalized or financing lease obligation, financial instrument or other agreement relating to an obligation of Lessee in respect of money borrowed or owed or payable by Lessee, except for obligations to pay money that are being contested by Lessee in good faith and by appropriate proceedings or procedures and with respect to which adequate reserves have been established by Lessee (as and if required by GAAP); (C) Within 30 days after receipt by Lessee of a request by Lessor, or such shorter period as may be set forth in any written request by any government entity for information or documents, Lessee shall furnish in writing to Lessor such information and documents (or copies thereof certified as correct by an authorized officer of Lessee) regarding the Aircraft as may be reasonably requested by Lessor or as may be required to enable Lessor or any affiliate thereof to file any report or other document required to be unreasonably withheld) and filed by it with any government entity because of its ownership or other interest in the execution and delivery to Lessor of such agreementsAircraft, certificates and legal opinions as Lessor may request with respect theretothe Airframe or the Engines; and (qD) provide From time to time, such other information as Lessor immediate written notice of any termination or expiration may reasonably request concerning the location, condition, use and operation of the Aircraft Maintenance Agreement, and a copy or the financial condition of any subsequent Aircraft Maintenance Agreement entered into by Lessee. (vii) Lessee will furnish to ING upon execution of this Agreement true and complete copies of the most recent financial statements of Lessee (audited or unaudited) for its most recent fiscal year.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term agrees, at its own cost and until redelivery of the Aircraft to Lessor in accordance with Article 16 it willexpense, as follows: (a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act andLessee shall at all times maintain its corporate existence, except as permitted by Section 12.2 of this Lease, and shall not wind-up, liquidate or dissolve or take any action, or fail to take any action, that would have the effect of any of the foregoing. Lessee will do or cause to be done all things necessary to preserve and keep in Section 14.1(pfull force and effect its rights (charter and statutory) hereofand franchises, except that Lessee shall not be required to preserve or keep in full force and effect any right or franchise if Lessee shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of its corporate existence;business and if the loss thereof does not (i) adversely affect or diminish the rights of Lessor under the Operative Agreements or (ii) materially and adversely affect Lessee's ability to observe or perform its obligations, liabilities and agreements under the Operative Agreements. (b) comply with Lessee shall at all Laws times remain a U.S. Air Carrier and regulations for shall at all times be otherwise certificated and registered to the time being in force in extent necessary to entitle Lessor the State rights afforded to lessors of Incorporation, the State of Registration and aircraft equipment under Section 1110. (c) Lessee will give Lessor timely written notice (but in any country toevent not later than three Business Days after its occurrence) of any relocation of its chief executive office (as such term is defined in Article 9 of the UCC) from its then present location and will promptly take any action required by Section 12.3(d)(iii) as a result of such relocation. (i) Lessee shall duly execute, fromacknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as Lessor shall reasonably request in connection with its administration of, or over which to carry out more effectually the Aircraft is flownpurposes of, or to better assure and confirm unto it the failure with which rights and benefits to comply is likely to have a material adverse effect on Lesseebe provided under, this Agreement and the other Operative Agreements; provided, however, that no such failure agreement, instrument, certificate or document shall have no adverse effect on the Aircraft or the interests of adversely affect Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not 's rights in any jurisdiction outside the United States unless directly required due to material respect or materially increase Lessee's operation), and obligations under the Operative Agreements. (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform Lessee shall promptly take such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect action with respect to the intents recording, filing, rerecording and purposes refiling of this Lease and the Head supplements hereto, including, without limitation, Lease Supplement No. 1, as shall be necessary to establish, perfect and protect the interests and rights of Lessor in and to the Aircraft and under the Lease;. Lessee shall furnish to Lessor such information in Lessee's possession or otherwise reasonably available to Lessee as may be required to enable Lessor to make application for registration of the Aircraft under the Act (subject to Lessee's rights under Section 7.1.2 of this Lease). Lessee shall bear the reasonable attorneys' fees and disbursements of Crowe & Dunlevy, specxxx XAA Xxxxxxx, in connection with the filing for recordation of the FAA Filed Documents with the FAA Aircraft Registry in Oklahoma City. (diii) notify Lessor immediately Lessee, at its sole cost and expense, will cause the Financing Statements and all continuation statements (and any amendments necessitated by any combination, consolidation or merger pursuant to Section 12.2 of this Lease, or any relocation of its chief executive office) in respect of the Financing Statements to be prepared and, subject only to the execution and delivery thereof by Lessor, duly and timely filed and recorded, or filed for recordation, to the extent permitted under the UCC or similar law of any Default;other applicable jurisdiction. (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft; (f) not do Neither Lessee nor any person authorized to act on its behalf will directly or permit to be done indirectly offer any act beneficial interest or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or Security relating to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation ownership of the Aircraft or this Lease for sale to, or solicit any premises where the Aircraft is situated; (m) offer to acquire any such interest or Security from, or sell any such interest or Security to, any person in the event of any forfeiture, impounding or detention violation of the Aircraft Securities Act or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor applicable state or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lesseeforeign securities Laws.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will: (a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of public convenience and necessity issued pursuant by the Secretary of Transportation, to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existenceexistence and to satisfy its debts and obligations as they fall due; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, ; provided, however, that such failure shall have no adverse effect on the Aircraft or on the interests of Lessor, Head Lessor or Indenture Trustee the Bank therein or in this Agreement or on the Insurance Insurances required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee the Bank and to carry out and give effect to the intents and purposes of this Lease Agreement and the Head Leaseparties; (d) notify Lessor immediately of the occurrence of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease Agreement and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee the Bank in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 100,000.00 (Dollars Two One Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or execution, appropriation or destruction, destruction nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee the Bank as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee the Bank for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this LeaseAgreement, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor its authorized representatives to examine such records upon giving reasonable notice not involving delay to the Aircraft and and, subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for;; and (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lessee.

COVENANTS OF LESSEE. 14.1 ‌ The Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery expressly covenants, in consideration of the Aircraft rights acquired by it pursuant to Lessor in accordance with Article 16 it willthis Lease, that: (a) remain in Lessee shall assume the status of and continue to operate will perform all of its functions undertaken under this Lease as a Certificated Air Carrier holding common carrier and will accept, convey, and transport without discrimination Oil delivered to it for transportation from fields in the vicinity of the Pipeline throughout its route on State Land obtained under this Lease and on other land; Lessee will accept, convey, and transport Oil without unjust or unreasonable discrimination in favor of one producer or Person, including itself, as against another but will take the Oil delivered or offered, without unreasonable discrimination, that the Regulatory Commission of Alaska or its successor with jurisdiction over common carrier pipelines shall, after a valid certificate of convenience and necessity issued pursuant full hearing with due notice to the Federal Aviation Act andinterested parties and a proper finding of facts, except determine to be reasonable in the performance of its duties as permitted in Section 14.1(p) hereof, preserve its corporate existencea common carrier; (b) comply Lessee will interchange Oil with all Laws each like common carrier and provide connections and facilities for the interchange of Oil at every locality reached by both pipelines when the necessity exists, subject to rates and regulations for made by the time being in force in the appropriate State or Federal regulatory agency; ADL 232963 RIGHT-OF-WAY LEASE Page 6 of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11;26 (c) (i) at its own expense from time to time do Lessee will maintain and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation)preserve books, accounts, and (ii) at Lessor's expense (insofar records and will make those reports that the State may prescribe by regulation or law as not covered in Article 8.2(a)) from time to time do necessary and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect appropriate for the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Leaseadministering AS 38.35; (d) notify Lessor immediately Lessee will accord at all reasonable times and places to the State and its authorized agents and auditors the right of any Defaultaccess to its property and records, of inspection of its property, and of examination and copying of records; (e) obtain and maintain all necessary government Lessee will provide connections, as determined by the Regulatory Commission of Alaska or its successor with jurisdiction over common carrier pipelines, under AS 42.06.340, to facilities on the Pipeline subject to this Lease, both on State Lands and other certificatesland in the State, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance purpose of Lessee's obligations under this Lease delivering Oil to Persons (including the State and its political subdivisions) contracting for the use and operation purchase at wholesale of Oil transported by the AircraftPipeline when required by the public interest; (f) not do Lessee shall, notwithstanding any other provision, provide connections and interchange facilities at State expense at such places the State considers necessary, if the State determines to take a portion of its royalty or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee taxes in the Aircraft, or the registration of the AircraftOil; (g) notify Lessor as soon as practicable after becoming aware Lessee will construct and operate the Pipeline in accordance with applicable State laws and lawful regulations and orders of any loss, theft, damage the Regulatory Commission of Alaska or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand)its successor with jurisdiction over common carrier pipelines; (h) not do anything Lessee will, at its own expense, during the term of this Lease (1) maintain the Leasehold and Pipeline in good repair; (2) promptly repair or remedy any damage to the Leasehold; (3) promptly compensate for any damage to or destruction of property for which the Lessee is likely liable resulting from damage to subject or destruction of the Aircraft Leasehold or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereofPipeline; (i) As more fully set out in Section 25 of this Lease, Lessee will not represent transfer, assign, or hold out Lessordispose of, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected manner, directly or associated with any operation indirectly, or carriage by transfer of control of the Lessee, its interest in this Lease, or rights under this Lease or a Pipeline subject to this Lease to a Person other than another owner of the Pipeline (including subsidiaries, parents, and affiliates of the owners), except to the extent that the Commissioner, after consideration of the protection of the public interest (including whether for hire the proposed transferee is fit, willing, and able to perform the transportation or reward other acts proposed in a manner that will reasonably protect the lives, property, and general welfare of the people of Alaska), authorizes; the Commissioner shall not unreasonably withhold consent to the transfer, assignment, or gratuitously) which Lessee may undertakedisposal; (j) not pledge Lessee will file with the credit Commissioner a written appointment of Lessora named permanent resident of the State of Alaska to be its registered agent in Alaska and to receive service of notices, Head Lessor or Indenture Trustee regulations, Decisions, and Orders of the Commissioner; if it fails to appoint an agent for any maintenanceservice, overhaulsservice may be made by posting a copy in the office of the Commissioner, replacementsfiling a copy of it in the Office of the Lieutenant Governor, repairs or modifications and by mailing a copy to the AircraftLessee’s last known address; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers The applicable law of the Engines State of Alaska will be used in resolving questions of interpretation of this Lease; ADL 232963 RIGHT-OF-WAY LEASE Page 7 of 26 (l) The granting of this Lease is subject to the express condition that the exercise of the rights and any engine installed on the Aircraft in accordance privileges granted under this Lease will not unduly interfere with the provisions management, administration, or disposal by the State of the land affected by this Lease, and that Lessee agrees and consents to the location occupancy and use by the State, its grantees, permittees, or other Lessees of any Engine part of the Leasehold not actually occupied or required by the Pipeline for the time being not installed on full and safe utilization of the Aircraft; and shall notify such insurers of any renewalPipeline, replacement or substitutionfor necessary operations incident to land management, administration, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situateddisposal; (m) As more fully set out in Section 9 of this Lease, Lessee will be liable to the event of any forfeitureState for damages or injury incurred by the State caused by the Construction, impounding Operation, or detention Maintenance of the Aircraft Pipeline and Lessee will indemnify the State for liabilities or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the samedamages; (n) keep accurate, complete Lessee will procure and current records of all flights made by furnish liability and property damage insurance from a company licensed to do business in the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor State or any person designated by Lessor to examine such records furnish other security or undertaking upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at and conditions the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor Commissioner considers necessary if the Commissioner finds that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its net assets as an entirety to any person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide to Lessor immediate written notice of any termination or expiration of the Aircraft Maintenance Agreement, and a copy Lessee are insufficient to protect the public from damage for which the Lessee may be liable arising out of any subsequent Aircraft Maintenance Agreement entered into by Lesseethe Construction or Operation of the Pipeline.

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants and agrees with Lessor the Lessors and the Agent that from the Delivery Date and during the Term and until redelivery of Lease Term, and, if the Aircraft to Lessor in accordance with Article 16 it will: (a) remain in and continue to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued Lessee has not purchased the Equipment pursuant to the Federal Aviation Act andLease, for 90 days thereafter, except as permitted in Section 14.1(pwith respect to clauses (a)(ii), (a)(iii) hereofand (a)(iv) below, preserve its corporate existence; (b) which Lessee may comply with all Laws and regulations for at any time after the time execution hereof without being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease; (d) notify Lessor immediately of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary wait for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof;90 days: (i) not represent Lessee shall at all times maintain its corporate existence except as otherwise permitted by clause (ii) hereof, and Lessee shall do or hold out Lessor, Head Lessor cause to be done all things necessary to preserve and keep in full force and effect its full corporate power and authority to perform its obligations under each Operative Agreement to which it is or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertakewill be a party; (jii) not pledge Lessee shall not, without the credit consent of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers each of the Engines and Lessors: (A) consolidate with or merge with or into any engine installed on other corporation (a "Merger"), unless (x) Lessee is the Aircraft in accordance with the provisions surviving corporation of this Leasesuch Merger, (y) Lessee's Consolidated Net Worth after giving effect to such Merger is no less than it was immediately prior to such Merger, and (z) immediately before and after giving effect to such Merger, no default under the location Lease or any of any Engine for the time being not installed on the Aircraft; Prior Debt Agreements shall have occurred and shall notify such insurers of any renewal, replacement or substitutionbe continuing, or the location (B) transfer, directly or indirectly, by sale, exchange, lease or other disposition, in one transaction or a series of any Engine not installed on the Aircraft; (l) discharge related transactions to one or more Persons, all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety or all or substantially all of the assets of any of its divisions (a "Transfer") unless immediately before and after giving effect to such Transfer, no default under the Lease or any of the Prior Debt Agreements shall have occurred and be continuing, and any transaction described in this clause (ii) shall be subject in any event to Section 22.1 of the Lease; (iii) Lessee shall not, without the consent of each of the Lessors, permit any sublessee (other than Sublessee in accordance with the following clause (iv) or Section 6.2(a) (ii)) to effect a Merger, unless such sublessee is the surviving corporation of such Merger and continues to be a Subsidiary of Lessee, and immediately before and after giving effect to such Merger, no default under the Lease or any of the Prior Debt Agreements shall have occurred and be continuing; (iv) Lessee shall not dispose of any of the outstanding shares of capital stock of Sublessee, consent to a Merger or a Transfer in respect of the assets or outstanding shares of capital stock of Sublessee, or permit Sublessee to assign the Sublease to any person Person that is not a Subsidiary of Lessee, and Sublessee shall not do any of the foregoing and shall not issue any shares of its capital stock to any Person other than Lessee, without the prior written consent of Lessor each of the Lessors, unless one of the following options is satisfied: (A) Lessee shall, concurrently with or prior to such consent transaction, purchase from the Lessors all of the Functional Units then subject to the Sublease in accordance with the procedures set forth in Article X of the Lease, for a purchase price equal to the sum of (x) the Functional Unit Balances for all such Functional Units plus (y) the applicable Make-Whole Premiums for all such Functional Units, and Lessee shall pay to the Lessors all unpaid Accrued Rent due and payable on or prior to the date of such purchase with respect to such Functional Units; (B) in the case of an assignment by Sublessee of its rights and obligations under the Sublease to, or a Merger of Sublessee with, a Person that is not to a Subsidiary of Lessee, each of the following conditions must be unreasonably withheldsatisfied: (1) the assignee or surviving corporation must be a corporation organized under the laws of the United States, (2) the assignee or surviving corporation must expressly assume in writing the due and punctual performance and observance of each obligation of Sublessee under this Agreement and the execution other Operative Agreements and delivery affirm and acknowledge the security interest of the Agent, for the benefit of the Lessors, thereunder, (3) the assignee or surviving corporation must deliver to the Agent and each Lessor an opinion of counsel, in form and scope reasonably acceptable to the Agent and the Lessors, to the effect that each obligation of the Sublessee under the Sublease and each other Operative Agreement to which Sublessee is a party is the legal, valid and binding obligation of such agreementsassignee or surviving corporation, certificates and legal opinions that the Sublease remains subject to the Agent's security interest and subordinate to the Lease, and covering such other matters as Lessor the Agent and the Lessors may request reasonably request, (4) both at the time of, and immediately after giving effect to, such assignment or Merger, no default under the Lease or any of the Prior Debt Agreements shall have occurred and be continuing, (5) such assignment or Merger shall not release Lessee from any of its obligations under the Lease or any of the other Operative Agreements with respect thereto; to the Equipment subject to the Sublease, and (6) Lessee shall have made an irrevocable election to exercise the Lessee Purchase Option with respect to all of the Equipment subject to the Sublease upon the expiration of the Lease Term, and (qC) provide to Lessor immediate written notice in the case of a transfer of any termination or expiration of the Aircraft Maintenance AgreementEquipment subject to the Sublease by Lessee to any Person that is not a Subsidiary of Lessee, Lessors will instruct the Agent to release such Equipment from the Lease upon the satisfaction of each of the following conditions: (1) such transferee ("Transferee") shall enter into a new lease (the "Transferee Lease") for such Equipment upon substantially similar terms and conditions as those contained in the Lease (including without limitation, the granting and perfection of a copy security interest in favor of any subsequent Aircraft Maintenance Agreement entered into by Lessee.the Agent, for the benefit of the Lessors, in such Equipment), provided that Transferee shall be required to purchase all of the Equipment subject to the Transferee Lease at the termination thereof and if Transferee fails to satisfy the following conditions (2) and (3), then Transferee's parent company ("Parent") must guarantee Transferee's obligations under the Transferee Lease and satisfy conditions (2) and (3) below, (2) Transferee, or Parent if a guarantee of Parent is required, shall have a Consolidated Net Worth

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it will: (a) remain in and continue to operate as a Certificated Air Carrier an air carrier holding a valid certificate of convenience and necessity issued pursuant to Section 401 of the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, to preserve its corporate existence, to satisfy its debts and obligations as they fall due; (b) comply with all Laws and regulations for the time being in force in the State of Incorporation, the State of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that such failure shall have no adverse effect on the Aircraft or the interests of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee the Bank and to carry out and give effect to the intents and purposes of this Lease Agreement and the Head Leaseparties; (d) notify Lessor immediately of the occurrence of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease Agreement and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee the Bank in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to may exceed $250,000.00 100,000.00 (Dollars Two One Hundred Fifty Thousand); (h) not do anything which is likely to may subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or execution, appropriation or destruction, destruction nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee the Bank as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee the Bank for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this LeaseAgreement, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor its authorized representatives to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such recordsAircraft; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided forfull; (p) not consolidate with, or merge into, any other corporation, convey, transfer or lease substantially all of its assets as an entirety to any person or acquire the shares of or make any investment in any firm, corporation or person without the prior written consent of Lessor (such consent not to be unreasonably withheld) and the execution and delivery to Lessor of such agreements, certificates and legal opinions as Lessor may request with respect thereto; and (q) provide prior to the payment in full of all deferred amounts of Rent, Reserve Rate or Deposits under this Agreement and all Other Aircraft Agreements (such event being referred to as the "Enumerated Milestone"), obtain the prior written consent of Lessor immediate written notice (such consent not to be unreasonably withheld) to any commitment of Lessee to any termination or expiration person where such commitment has a value in excess of the Aircraft Maintenance Agreement, and a copy of any subsequent Aircraft Maintenance Agreement entered into by Lessee.$500,000.00 (Dollars Five Hundred Thousand)

COVENANTS OF LESSEE. 14.1 Lessee hereby covenants with Lessor that from the Delivery Date and during the Term and until redelivery of the Aircraft to Lessor in accordance with Article 16 it willagrees that: (ai) On the Delivery Date, Lessee shall be, and shall remain in and continue so long as it shall be Lessee under this Agreement, duly qualified to operate as a Certificated Air Carrier holding a valid certificate of convenience and necessity issued pursuant to the Federal Aviation Act and, except as permitted in Section 14.1(p) hereof, preserve its corporate existenceAircraft under applicable Law; (bii) comply with Lessee will pay or cause to be paid all Laws taxes, assessments and regulations for governmental charges or levies imposed upon it, or upon its income or profits, or upon any property belonging to it, prior to the time being in force in date on which penalties attached thereto and prior to the State date on which any lawful claim, if not paid, would become a Lien upon any of Incorporation, the State material property of Registration and in any country to, from, in or over which the Aircraft is flown, the failure with which to comply is likely to have a material adverse effect on Lessee, provided, however, that the failure to pay any such failure taxes shall have no adverse effect on not be a default under this subclause (ii) if and for so long as the Aircraft amount or application of such tax is being contested in good faith by Lessee by appropriate proceedings; (iii) Without the interests prior written consent of Lessor, Head Lessor or Indenture Trustee therein or the Insurance required to be maintained pursuant to Article 11; (c) (i) at its own expense from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be required by Law (in the United States but not in any jurisdiction outside the United States unless directly required due to Lessee's operation), and (ii) at Lessor's expense (insofar as not covered in Article 8.2(a)) from time to time do and perform such other and further acts and execute and deliver any and all further instruments as may be reasonably requested by Lessor to establish, maintain and protect the respective rights and remedies of Lessor, Head Lessor and Indenture Trustee and to carry out and give effect to the intents and purposes of this Lease and the Head Lease; (d) notify Lessor immediately of any Default; (e) obtain and maintain all necessary government and other certificates, consents, licenses, permits and authorizations and take all action which may be necessary for the continued due performance of Lessee's obligations under this Lease and for the use and operation of the Aircraft; (f) not do or permit to be done any act or thing which might impair the respective interests of Lessor, Head Lessor and Indenture Trustee in the Aircraft, or the registration of the Aircraft; (g) notify Lessor as soon as practicable after becoming aware of any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repair or replacement is likely to exceed $250,000.00 (Dollars Two Hundred Fifty Thousand); (h) not do anything which is likely to subject the Aircraft or any part thereof to penalty, forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution or appropriation or destruction, nor abandon the Aircraft or any part thereof; (i) not represent or hold out Lessor, Head Lessor or Indenture Trustee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which Lessee may undertake; (j) not pledge the credit of Lessor, Head Lessor or Indenture Trustee for any maintenance, overhauls, replacements, repairs or modifications to the Aircraft; (k) keep Lessor and the insurers, as referred to in Article 11, informed as to current serial numbers of the Engines and any engine installed on the Aircraft in accordance with the provisions of this Lease, and the location of any Engine for the time being not installed on the Aircraft; and shall notify such insurers of any renewal, replacement or substitution, or the location of any Engine not installed on the Aircraft; (l) discharge all fees, charges and expenses payable to any third party in relation to the use or operation of the Aircraft or any premises where the Aircraft is situated; (m) in the event of any forfeiture, impounding or detention of the Aircraft or any part thereof not constituting a Casualty Occurrence, use all reasonable endeavors to procure the immediate release therefrom of the same; (n) keep accurate, complete and current records of all flights made by the Aircraft. Such records shall be kept in such manner as the Air Authority may from time to time require and in accordance with the Approved Maintenance Program. Lessee shall permit Lessor or any person designated by Lessor to examine such records upon giving reasonable notice not involving delay to the Aircraft and subject to the terms of Article 7.5.3, at the expense of Lessor or such person, to copy such records; (o) on request, provide Lessor with evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation any payments due to any relevant air traffic control authorities and airport authorities, have been paid and discharged in full or duly provided for; (p) not consolidate with, merge with or merge into, into any other corporation, corporation or convey, transfer or lease substantially all of its assets as an entirety to any person without other Person unless, after giving effect to such transaction, the surviving entity has at least the same net worth and gross assets as Lessee prior written consent to such transaction; (iv) Lessee will notify Lessor in writing prior to any change of its principal place of business or chief executive office; (v) Lessee undertakes to maintain in full force and effect all governmental consents, licenses, authorizations, approvals, declarations, filing and registrations obtained or effected in connection with this Agreement and every document or instrument contemplated hereby and to take all such additional action as may be proper or advisable in connection hereby or therewith, including those required to maintain in full force and effect the perfected interest of Lessor as "owner" of the Aircraft; Lessee further undertakes to obtain or effect any new or additional governmental consents, licenses, authorizations, approvals, declarations, filings or registrations as may become necessary for the performance of any of the terms and conditions of this Agreement or any other document or instrument contemplated hereby; (vi) Lessee shall furnish to Lessor the following: (A) As soon as available but in any event within 120 days after the end of each fiscal year of Lessee, a copy of the audited consolidated financial statements (including a balance sheet and statements of earnings, of changes in shareholders' equity, and of changes in financial position on a cash flow basis) prepared as of the close of such consent fiscal year in accordance with generally accepted accounting principles as in effect in the United States ("GAAP"), together with the report thereon of Lessee's auditor to the effect that (1) the accounting and reporting policies followed by Lessee are appropriate and adequate in the circumstances and have been consistently applied, and (2) the information presented in such financial statements presents fairly Lessee's financial position and operating results at the dates and for periods indicated; (B) As soon as available but in any event within 60 days after the end of each fiscal quarter of Lessee, a copy of the unaudited consolidated financial statements (including a balance sheet and statements of earnings, of changes in shareholders' equity, and of changes in financial position on a cash flow basis) prepared as of the close of such fiscal quarter, together with a certificate from its chief financial officer certifying that (a) such financial statements have been prepared in accordance with GAAP, and give a true and adequate picture of Lessee's financial position and operating results at the dates and for the period covered thereby, (b) no Default and no Event of Default has occurred and is continuing, and (c) Lessee is not in default under any other lease agreement, loan agreement, promissory note, capitalized or financing lease obligation, financial instrument or other agreement relating to an obligation of Lessee in respect of money borrowed or owed or payable by Lessee, except for obligations to pay money that are being contested by Lessee in good faith and by appropriate proceedings or procedures and with respect to which adequate reserves have been established by Lessee (as and if required by GAAP); (C) Within 30 days after receipt by Lessee of a request by Lessor, or such shorter period as may be set forth in any written request by any government entity for information or documents, Lessee shall furnish in writing to Lessor such information and documents (or copies thereof certified as correct by an authorized officer of Lessee) regarding the Aircraft as may be reasonably requested by Lessor or as may be required to enable Lessor or any affiliate thereof to file any report or other document required to be unreasonably withheld) and filed by it with any government entity because of its ownership or other interest in the execution and delivery to Lessor of such agreementsAircraft, certificates and legal opinions as Lessor may request with respect theretothe Airframe or the Engines; and (qD) provide From time to time, such other information as Lessor immediate written notice of any termination or expiration may reasonably request concerning the location, condition, use and operation of the Aircraft Maintenance Agreement, and a copy or the financial condition of any subsequent Aircraft Maintenance Agreement entered into by Lessee.