Common use of LEASE AND CONDITIONS Clause in Contracts

LEASE AND CONDITIONS. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to the terms and conditions of this Lease, as supplemented by any lease supplement executed by the parties hereto. The right to lease the Aircraft conferred hereto shall include the use of all Aircraft Documents. (b) Lessor's obligation to lease the Aircraft hereunder to Lessee shall be conditioned upon: (1) the absence of any Default existing (or circumstances which, if the lease of the Aircraft commenced, would give rise to a Default) on the Delivery Date; (2) the occurrence of any Casualty Event in respect of the Aircraft prior to Delivery; (3) the certification by the FAA of the Aircraft as to type and airworthiness and issuance by the FAA of a valid and effective certificate of airworthiness for operation in the United States of America; (4) Lessee shall have arranged for delivery to Lessor of each of the Closing Documents, each dated as of the Delivery Date (or such other date satisfactory to Lessor and Lessee) each of which shall be in form and substance satisfactory to Lessor; and (5) Lessor's receipt at the Payment Location, the Deposit in the date or dates and in the amount or amounts specified in Exhibit C on the date or dates and in the amount or amounts specified in Exhibit C. (c) Lessee's obligation to lease the Aircraft from Lessor shall be conditioned upon: (1) A currently valid and effective airworthiness certificate for the Aircraft has been issued by the FAA; (2) The FAA has issued a currently valid and effective Registration Certificate for the Aircraft; (3) The Aircraft has been placed on Lessee's operations specifications by the FAA; (4) The Aircraft Documents are accepted by the FAA as being in compliance with the FARs; (5) The Aircraft is immediately eligible under the FARs to enter into Lessee's revenue service; (6) A favorable opinion of Lessor's counsel to the effect that Lessor has duly executed and delivered the Lease and each document or Exhibit contained therein is legally valid, binding and enforceable; and (7) An opinion from Xxxxx and Xxxxxxx, Special FAA counsel, to the effect that Lessor is the owner of record and the Aircraft is duly registered in the United States. (d) If each of conditions (3), (4) and (5) in the preceding paragraph (c) are not met by December 31, 1996 (or such later date as Lessor may agree in writing), Lessor may, but shall not be obligated to, terminate its obligations hereunder or under the Right of First Offer, by notice to Lessee to such effect. (e) The parties hereto intend that this Lease is a "lease" for purposes of all applicable Laws, including, without limitation, United States federal income tax purposes, the UCC and the Bankruptcy Code (including, without limitation, Section 1110 thereof). Without limiting the generality of the foregoing, the Lessee agrees that (a) the Aircraft, Engines and Parts leased hereunder constitute "equipment" described in said Section 1110, (b) Lessee is a "citizen of the United States (as defined in 40102 of title 49) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of title 49 for aircraft capable of carrying 10 or more individual or 6,000 pounds or more of cargo" as such phrase is used in said Section 1110; (c) Section 1110 of the Bankruptcy Code applies to this Lease, and (d) to the extent permitted by Law, not to contest the right of the Lessor to exercise in respect of the Lease and the property leased hereunder, the rights provided by said Section 1110 in any proceeding under the Bankruptcy Code. At all times during the Term legal and beneficial ownership of the Aircraft, each Engine and each Part leased hereunder shall remain in the Lessor.

LEASE AND CONDITIONS. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to on the terms and conditions of this Lease, as supplemented by any lease supplement executed by the parties heretoLease Supplement and Letter Agreement No. The right to lease the Aircraft conferred hereto shall include the use of all Aircraft Documents1. (b) Lessor's obligation to lease commence the leasing of the Aircraft hereunder to Lessee shall be conditioned upon: (1) upon the absence of any Default hereunder, the absence of any material adverse change in the financial condition, affairs or operations of Lessee, from that existing (or circumstances whichon September 30, if 1998 as reflected in the lease financial statements of the Aircraft commencedLessee delivered to the Lessor, would give rise to a Default) and the receipt by Lessor of the following documents on or before the Delivery Date; (2) the occurrence of any Casualty Event in respect of Date for the Aircraft prior (and Lessor agrees to Delivery; use its reasonable efforts to co-operate in obtaining such documents), all of which shall be reasonably satisfactory in form and substance to Lessor: (3i) a Lease Supplement in the certification form of Exhibit D completed, executed and delivered by the FAA of the Aircraft as to type and airworthiness and issuance by the FAA of a valid Lessee, and effective certificate of airworthiness for operation in the United States of America; (4) Lessee shall have arranged for delivery to Lessor of each of the Closing Documents, each dated as of the Delivery Date of the Aircraft; (ii) Letter Agreement No. 1, duly executed and delivered by Lessee, in the form attached hereto as Exhibit D (with appropriate insertions); (iii) evidence of the Security Letter of Credit having been delivered pursuant to Section 20(i) hereof or, in the alternative, evidence of the Security Deposit having been delivered pursuant to Section 20(j) hereof; (iv) a copy of the provisional certificate of registration for the Aircraft issued by the DAC, certified by a duly authorized officer of Lessee; (v) a copy of the Memorandum and Articles of Association of Lessee, certified by a duly authorized officer of Lessee; (vi) copies of the resolutions of the Board of Directors of Lessee approving and authorizing the execution, delivery and performance of the Lease, the Lease Supplement, Letter Agreement No. 1 and any and all other documents required to be executed and delivered on its behalf, certified by a duly authorized officer of Lessee and naming a person or persons authorized and appointed to execute and deliver each such document on behalf of Lessee and give all notices and take all other date action required of Lessee thereunder; (vii) a certificate of a duly authorized officer of Lessee setting forth the names and signatures of the persons authorized and appointed to execute and deliver on behalf of Lessee the documents referred to in (vi) above and to take any action contemplated therein; (viii) copies, certified by a duly authorized officer of Lessee of each consent, license, authorization or approval of, and exemption by, each Governmental Entity or other authority (if any) as may be necessary to authorize the execution, delivery and performance by Lessee of the Lease and any document delivered pursuant thereto and to consummate the transactions contemplated thereby and to permit the payment and remittance of all payments to be made to the Lessor in such currency or currencies, at such times, at such places and in such manner as provided for under the Lease and any document delivered pursuant thereto; (ix) evidence reasonably satisfactory to the Lessor of the due and binding acceptance by the Lessee's appointees of their appointments as agents for the service of process in any action or proceeding instituted in the courts of the United States of America in connection with or arising out of the Lease and any other documents executed in connection therewith; (x) each a power of which shall be attorney in form and substance satisfactory to the Lessor, duly signed by Lessee and notarized and legalized so that the power of attorney will be valid and legally binding in accordance with the laws of the Country of Registration (with Lessee to pay all costs associated with such notarization and legalization), irrevocably empowering the Lessor or Owner or their respective assignee or designee, upon termination of the Lease, pursuant to the terms of the Lease, whether as a result of an Event of Default, upon expiration of the Term or otherwise, to execute in Lessee's name and on Lessee's behalf all documents deemed necessary or desirable by the Lessor to release, terminate and void Lessee's interest in the Aircraft leased hereunder, to deregister the Aircraft and the Lease and to export (if required) the Aircraft and to file such documents for registration or recordation with the DAC, and any other appropriate Governmental Entity, and otherwise to effect any of the rights and remedies contemplated by the Lease; (xi) a certificate of a duly authorized officer of Lessee confirming that each document (or a certified copy thereof) required to be filed by Lessee under applicable Law has been, or will after execution be, filed with the relevant Governmental Entities in the Country of Registration; (xii) a Technical Acceptance Receipt, in the form of Exhibit H, dated, executed and delivered by Lessee; (xiii) a certificate signed by the chief executive officer or the chief financial officer, or their equivalent, of Lessee, dated the Delivery Date, stating that: (A) the representations and warranties contained in Section 5(c) hereof are true and accurate on and as of such date as though made on and as of such time; and (5B) Lessor's receipt at no event has occurred and is continuing, or would result from the Payment Locationlease of the Aircraft, the Deposit in the date which constitutes a Default or dates and in the amount or amounts specified in Exhibit C on the date or dates and in the amount or amounts specified in Exhibit C. (c) Lessee's obligation to lease the Aircraft from Lessor shall be conditioned upon: (1) A currently valid and effective airworthiness certificate for the Aircraft has been issued by the FAAan Event of Default; (2xiv) The FAA has issued one or more certificates, dated as of the Delivery Date, each signed by an Approved Insurer or by an Approved Insurance Broker which together evidence that the insurance as required by Section 12 hereof is in full force and effect and a currently valid certificate from the reinsurance broker certifying that the reinsurance required to be maintained is in full force and effective Registration Certificate for the Aircrafteffect; (3xv) The Aircraft has been placed on the legal opinions, in English, signed by Lessee's operations specifications by independent counsel, dated the FAADelivery Date, substanitally in the respective forms set forth in Exhibit F-1 and Exhibit F-2 hereto; provided, however, that the opinion set forth in Exhibit F-2 may be delivered as provided in Section 8(h) hereof; (4xvi) The Aircraft Documents are accepted if required, an export license with respect to the Aircraft, duly authorized and issued to Lessor by the FAA as being in compliance with the FARsOffice of Export Licenses, United States Department of Commerce, which export licenses shall be obtained by Lessor at its sole expense; (5xvii) The Aircraft is immediately eligible under if required, a true and complete copy of the FARs to enter into Lessee's revenue service; (6) A favorable opinion of Lessor's counsel import license with respect to the effect that Aircraft, duly authorized and issued to Lessor has duly executed or Lessee, as appropriate, by the appropriate Governmental Entity of the Government of Organization and delivered the Lease and each document or Exhibit contained therein is legally validGovernment of Registration, binding and enforceablewhich licenses shall be obtained by Lessee at its sole expense; and (7xviii) An opinion from Xxxxx such financial information concerning Lessee and Xxxxxxx, Special FAA counsel, such other documents and evidence (if any) with respect to Lessee's compliance with the effect that Lessor is the owner of record and the Aircraft is duly registered conditions set forth in the United States. (d) If each of conditions (3), (4) and (5) in the preceding paragraph (c) are not met by December 31, 1996 (or such later date this Section 2 as Lessor may agree in writing), Lessor may, but shall not be obligated to, terminate its obligations hereunder or under the Right of First Offer, by notice to Lessee to such effect. (e) The parties hereto intend that this Lease is a "lease" for purposes of all applicable Laws, including, without limitation, United States federal income tax purposes, the UCC and the Bankruptcy Code (including, without limitation, Section 1110 thereof). Without limiting the generality of the foregoing, the Lessee agrees that (a) the Aircraft, Engines and Parts leased hereunder constitute "equipment" described in said Section 1110, (b) Lessee is a "citizen of the United States (as defined in 40102 of title 49) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of title 49 for aircraft capable of carrying 10 or more individual or 6,000 pounds or more of cargo" as such phrase is used in said Section 1110; (c) Section 1110 of the Bankruptcy Code applies to this Lease, and (d) to the extent permitted by Law, not to contest the right of the Lessor to exercise in respect of the Lease and the property leased hereunder, the rights provided by said Section 1110 in any proceeding under the Bankruptcy Code. At all times during the Term legal and beneficial ownership of the Aircraft, each Engine and each Part leased hereunder shall remain in the Lessoror its counsel may reasonably request.

LEASE AND CONDITIONS. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to on the terms and conditions of this Lease, as supplemented by any lease supplement executed by the parties hereto. The right to lease the Aircraft conferred hereto shall include the use of all Aircraft DocumentsLease Supplement. (b) Lessor's obligation to lease the Aircraft hereunder to Lessee shall be conditioned upon: subject to the satisfaction of the following conditions precedent, in each case subject to the reasonable satisfaction of Lessor and each Beneficiary: (1i) the absence of any Default existing hereunder; (ii) the absence of any material adverse change in Lessee's financial condition or circumstances whichin Lessee's ability to carry on its business from September 30, if the lease of the Aircraft commenced, would give rise 1995 to a Default) on the Delivery Date; ; (2iii) the occurrence absence of any Casualty Event default or event of default by Lessee under any aircraft lease or obligation for the payment of borrowed money to which the Lessee is a party; (iv) no action or proceeding shall be pending nor shall any governmental action be threatened before any court or governmental agency of competent jurisdiction, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency, to set aside, restrain, enjoin or prevent the completion and consummation of this Lease or any other Operative Documents or the transactions contemplated hereby or thereby; (v) receipt of every consent, approval or authorization of, and the giving of every notice to, any third party that is required in respect of order to execute and deliver this Lease and to perform the Aircraft prior to Delivery; (3) the certification by the FAA of the Aircraft as to type transactions contemplated hereby and airworthiness and issuance by the FAA of a each such consent, approval or authorization shall be valid and effective certificate and shall not have been revoked; (vi) receipt of airworthiness for operation the approval of the Board of Directors of each Beneficiary and any other Affiliate of each Beneficiary as such Beneficiary, in its sole discretion, deems necessary; (vii) receipt by Lessor and each Beneficiary of the following documents on or before the Delivery Date, all of which shall be reasonably satisfactory in form and substance to Lessor and each Beneficiary: (1) a Lease Supplement in the United States form of America; (4) Lessee shall have arranged for delivery to Lessor of each of the Closing DocumentsExhibit D, each dated duly authorized, executed and delivered by Lessee, and effective as of the Delivery Date (or such other date satisfactory to Lessor and Lessee) each of which shall be in form and substance satisfactory to Lessor; and (5) Lessor's receipt at the Payment Location, the Deposit in the date or dates and in the amount or amounts specified in Exhibit C on the date or dates and in the amount or amounts specified in Exhibit C. (c) Lessee's obligation to lease the Aircraft from Lessor shall be conditioned upon: (1) A currently valid and effective airworthiness certificate for the Aircraft has been issued by the FAAAircraft; (2) The FAA has issued a currently valid and effective Registration Certificate certified copy of the resolutions of the Board of Directors of Lessee evidencing due authority of Lessee for the Aircraftexecution, delivery and performance of this Lease, the Lease Supplement and all other documents related hereto or thereto, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessee; (3) The Aircraft has been placed on a favorable opinion of Lessee's operations specifications by counsel, dated the FAADelivery Date, substantially in the form as set forth on Exhibit F hereto and of special aviation counsel, dated the Delivery Date, in form and scope acceptable to Lessor and the Beneficiaries; (4) The Aircraft Documents a certificate signed by a duly authorized officer of Lessee, dated the Delivery Date, stating that: (i) the representations and warranties contained' in Section 5(d) hereof are accepted by true and accurate on and as of such date as though made on and as of such time; (ii) no event has occurred and is continuing, or would result from the FAA as being lease of the Aircraft, which constitutes a Default; and (iii) since September 30, 1995 there has not occurred any material adverse change in compliance with the FARsLessee's financial condition or in Lessee's ability to carry on its business; (5) The Aircraft is immediately eligible under an opinion or report, dated the FARs Delivery Date, signed by an Approved Insurance Broker or Approved Insurer as to enter into Lessee's revenue servicethe due compliance with the insurance provisions of Section 12 hereof with respect to the Aircraft, substantially in the form as set forth on Exhibit G hereto; (6) A favorable opinion certificates of Lessor's counsel an Approved Insurance Broker evidencing the insurance as required by Section 12 hereof together with such special provisions as set forth on Exhibit H hereto; (7) certified copies of all necessary consents from any Governmental Entities or such other Persons as to the effect that transactions contemplated by this Lease; (8) such financial information concerning Lessee and other documents and matters incidental to any of the foregoing as Lessor has duly executed and delivered the Lease and each document or Exhibit contained therein is legally valid, binding and enforceableany Beneficiary may reasonably request; and (79) An opinion from Xxxxx and Xxxxxxx, Special FAA counsel, to the effect that Lessor is the owner of record and the Aircraft is a duly registered in the United States. (d) If each of conditions (3), (4) and (5) in the preceding paragraph (c) are not met by December 31, 1996 (or such later date as Lessor may agree in writing), Lessor may, but shall not be obligated to, terminate its obligations hereunder or under the Right of First Offer, by notice to Lessee to such effect. (e) The parties hereto intend that this Lease is a "lease" for purposes of all applicable Laws, including, without limitation, United States federal income tax purposes, the UCC and the Bankruptcy Code (including, without limitation, Section 1110 thereof). Without limiting the generality executed original of the foregoing, the Lessee agrees that (a) the Aircraft, Engines and Parts leased hereunder constitute "equipment" described in said Section 1110, (b) Lessee is a "citizen Security Letter of the United States (as defined in 40102 of title 49) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of title 49 for aircraft capable of carrying 10 or more individual or 6,000 pounds or more of cargo" as such phrase is used in said Section 1110; (c) Section 1110 of the Bankruptcy Code applies to this Lease, and (d) to the extent permitted by Law, not to contest the right of the Lessor to exercise in respect of the Lease and the property leased hereunder, the rights provided by said Section 1110 in any proceeding under the Bankruptcy Code. At all times during the Term legal and beneficial ownership of the Aircraft, each Engine and each Part leased hereunder shall remain in the LessorCredit.

LEASE AND CONDITIONS. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to and in accordance with the terms and conditions of this Leasehereof, as supplemented by any lease supplement executed by the parties hereto. The right to lease the Aircraft conferred hereto shall include the use of all Aircraft DocumentsLease Supplement. (b) Lessor's obligation to lease Lessor shall deliver the Aircraft hereunder to Lessee shall be conditioned upon: (1) upon the absence of any Default existing (or circumstances which, if the lease receipt by Lessor of the Aircraft commenced, would give rise to a Default) following items on or before the Delivery Date; (2) the occurrence of any Casualty Event in respect of the Aircraft prior to Delivery; (3) the certification by the FAA of the Aircraft as to type and airworthiness and issuance by the FAA of a valid and effective certificate of airworthiness for operation in the United States of America; (4) Lessee shall have arranged for delivery to Lessor of each of the Closing Documents, each dated as of the Delivery Commencement Date (or such other date satisfactory to Lessor and Lessee) each as may be designated by Lessor), all of which shall be in form and substance reasonably satisfactory to Lessor, and duly authorized and executed: (i) this Lease and the Lease Supplement in the form of Exhibit D; hereto, along with each of the other Operative Agreements; (ii) a copy of the articles of association and bylaws of Lessee certified by the Secretary or a Director of the Lessee as being correct and as containing all amendments and additions, a certificate of good standing, or the equivalent thereof, issued by the state of Lessee's incorporation, as well as a certificate evidencing due authority of the Lessee for the execution, delivery and performance of this Lease, the Operative Agreements, and all other documents related thereto, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver such documents on behalf of Lessee; (iii) a certificate signed by a duly authorized officer of Lessee, dated the Commencement Date, stating that, except as otherwise disclosed in writing to Lessor: (i) the representations and warranties contained in Section 5(c) hereof are true and accurate on and as of such date as though made on and as of such time; and (5ii) no event has occurred and is continuing, or would result from the execution, delivery and performance by Lessee of this Lease and the Operative Agreements which constitutes a Default or an Event of Default; (iv) an opinion or report, dated the Commencement Date, signed by the respective Approved Insurance Brokers as to the due compliance with the insurance provisions of Section 12 hereof with respect to the Aircraft in form and substance reasonably satisfactory to Lessor; (v) certificates of the Approved Insurance Brokers evidencing the insurance, and reinsurance, as required by Section 12 hereof in form and substance reasonably satisfactory to Lessor; (vi) the first installment of Basic Rent on the first Basic Rent Payment Date; (vii) legal opinions from Lessee's counsel as to all required filings under Applicable Law, including recordation and registration of the Lease, as applicable, and the perfection of any Lessor Lender's security interest thereunder and therein, and as to such matters as may reasonably be requested by Lessor, in form and substance reasonably satisfactory to Lessor and the Lessor's receipt at Lender; (viii) certified copies of all necessary governmental and corporate consents to the Payment LocationLease, including but not limited to any approvals or consents required from the Deposit FAA and any other Governmental Entity in respect of this Lease and the date transactions contemplated hereby; and a certificate of airworthiness for the Aircraft from the FAA; (ix) a copy of Lessee's operating certificate and operations specifications, a summary of the Maintenance Program, and any other documentation or dates authority pursuant to which the Aircraft will be operated by Lessee as issued by the FAA or otherwise under Applicable Law; (x) payment of the Security Deposit; (xi) [intentionally omitted]; (xii) six (6) original, executed counterparts of the Lease, and evidence of its filing and registration with the FAA, and the payment of all fees and Taxes in connection therewith; and (xiii) such other documents and matters incident to any of the amount foregoing as Lessor or amounts specified in Exhibit C on the date or dates and in the amount or amounts specified in Exhibit C.any Lessor Lender may reasonably request. (c) Lessee's obligation to lease the Aircraft hereunder from Lessor shall be conditioned uponupon the following: (1) A currently valid Lessor shall have delivered to Lessee an executed original counterpart of this Lease and effective airworthiness certificate for the Aircraft has been issued by Lease Supplement in the FAAform of Exhibit D hereto; (2) The FAA has Lessor shall have delivered to Lessee a copy of the Articles of Incorporation and By-Laws of Lessor certificated by the Secretary of Lessor as being correct and as containing all amendments and additions, a certificate of good standing, or the equivalent thereof, issued by the state of Lessor's incorporation, as well as a currently valid and effective Registration Certificate certificate evidencing the due authority of Lessor for the Aircraftexecution, delivery and performance of this Lease and all other documents related thereto to which Lessor is a party, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver such documents on behalf of Lessor; (3) The Aircraft On the Commencement Date, no Casualty Occurrence (or event which with the passage of time would become a Casualty Occurrence) with respect to the Airframe or any Engine has been placed on Lessee's operations specifications by the FAAoccurred; (4) The Aircraft Documents are accepted by meets the FAA as being Delivery and Other Requirements specified in compliance with the FARsExhibit E; (5) The Aircraft is immediately eligible under the FARs shall be free from liens other than Permitted Liens or Lessor Liens which grant Lessee quiet enjoyment pursuant to enter into Lessee's revenue serviceSection 20(f) hereof; (6) A favorable Lessor shall have delivered to Lessee a certificate signed by a duly authorized officer of Lessor, dated the Commencement Date, stating that the representations and warranties contained in Section 5(a) hereof are true and accurate on and as of such date as though made on and as of such time; (7) Lessor shall have delivered to Lessee an opinion of from Lessor's counsel and FAA counsel as to the effect that Lessor has duly executed and delivered the enforceability of this Lease and as to such other matters as may be reasonably requested by Lessee, in each document or Exhibit contained therein is legally validcase, binding in form and enforceablesubstance reasonably satisfactory to Lessee; (8) Lessor shall have delivered to Lessee certified copies of all necessary governmental and corporate consents to this Lease, including without limitation, any approvals required from the FAA; registration of the Aircraft with the FAA in the name of Lessor as owner and lessor; and any required consents from the FAA and any other Governmental Entity in respect of this Lease and the transaction contemplated hereby; and (79) An opinion from Xxxxx and Xxxxxxx, Special FAA counsel, to the effect that Lessor is the owner of record and the Aircraft is duly registered in the United States. (d) If each of conditions (3), (4) and (5) in the preceding paragraph (c) are not met by December 31, 1996 (or such later date as Lessor may agree in writing), Lessor may, but shall not be obligated to, terminate its obligations hereunder or under the Right of First Offer, by notice have delivered to Lessee such other documents and matters incident to such effect. (e) The parties hereto intend that this Lease is a "lease" for purposes of all applicable Laws, including, without limitation, United States federal income tax purposes, the UCC and the Bankruptcy Code (including, without limitation, Section 1110 thereof). Without limiting the generality any of the foregoing, the foregoing conditions as Lessee agrees that (a) the Aircraft, Engines and Parts leased hereunder constitute "equipment" described in said Section 1110, (b) Lessee is a "citizen of the United States (as defined in 40102 of title 49) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of title 49 for aircraft capable of carrying 10 or more individual or 6,000 pounds or more of cargo" as such phrase is used in said Section 1110; (c) Section 1110 of the Bankruptcy Code applies to this Lease, and (d) to the extent permitted by Law, not to contest the right of the Lessor to exercise in respect of the Lease and the property leased hereunder, the rights provided by said Section 1110 in any proceeding under the Bankruptcy Code. At all times during the Term legal and beneficial ownership of the Aircraft, each Engine and each Part leased hereunder shall remain in the Lessormay reasonably request.

LEASE AND CONDITIONS. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to on the terms and conditions of this Lease, as supplemented by any lease supplement executed by the parties hereto. The right to lease the Aircraft conferred hereto shall include the use of all Aircraft DocumentsLease Supplement. (b) Lessor's obligation to lease the Aircraft hereunder to Lessee shall be conditioned upon: (1) upon the absence of any Default existing (or circumstances whichhereunder, if the lease acquisition of the Aircraft commenced, would give rise on terms acceptable to a Default) Lessor and the receipt by Lessor of the following documents on or before the Delivery Date; Date for the Aircraft, all of which shall be reasonably satisfactory in form and substance to Lessor: (21) a Lease Supplement in the occurrence form of any Casualty Event in respect of the Aircraft prior to Delivery; (3) the certification Exhibit D completed, executed and delivered by the FAA of the Aircraft as to type and airworthiness and issuance by the FAA of a valid Lessee, and effective certificate of airworthiness for operation in the United States of America; (4) Lessee shall have arranged for delivery to Lessor of each of the Closing Documents, each dated as of the Delivery Date of the Aircraft; (2) a certificate evidencing due authority of Lessee for the execution, delivery and performance of this Lease and all other documents related thereto, together with an incumbency certificate as to the person or persons authorized to execute and deliver such other documents on behalf of Lessee; (3) a favorable opinion of Lessee's counsel, dated the Delivery Date, in the form requested by Lessor; (4) a certificate signed by a duly authorized officer of Lessee, dated the Delivery Date, stating that: (i) the representations and warranties contained in Section 5 (c) hereof are true and accurate on and as of such date satisfactory to Lessor as though made on and Lessee) each as of which shall be in form and substance satisfactory to Lessorsuch time; and (ii) no event has occurred and is continuing, or would result from the lease of the Aircraft, which constitutes a Default or an Event of Default; (5) an opinion or report, dated the Delivery Date, signed by an Approved Insurance Broker or Approved Insurer as to the due compliance with the insurance provisions of Section 12 hereof with respect to the Aircraft; (6) certificates of an Approved Insurance Broker evidencing the insurance as required by Section 12 hereof; (7) a favorable opinion, from such counsel as may be acceptable to Lessor's receipt at , as to completion of the Payment Locationdue filing of, or other action with respect to, this Lease required to make a public record of the Deposit respective interests of Lessor and Lessee in the date or dates Aircraft, and regarding such other matters as Lessor may reasonably request; 90-047 WKH (8) such financial information concerning Lessee and any Guarantor and other documents and matters incident to the foregoing as Lessor may reasonably request; (9) an irrevocable full performance guaranty, in form acceptable to Lessor, of the amount or amounts specified obligations of Lessee hereunder issued by Guarantor in Exhibit C on favor of Lessor; (10) an assignment of the Purchase Agreement, in form acceptable to Lessor, executed and delivered by Lessee, and effective as of the Delivery Date of the Aircraft; (11) the Purchase Agreement, in form acceptable to Lessor, executed by Lessee and Royal Brunei Airlines SDN BHD and delivered by Lessee, and effective as of the Delivery Date of the Aircraft; (12) an agreement regarding use of the Aircraft and including a purchase option, in form acceptable to Lessor, executed and delivered by Lessee, dated as of the date or dates hereof; and (13) a tax indemnification, in form acceptable to Lessor, executed and in delivered by Lessee, dated as of the amount or amounts specified in Exhibit C.date hereof. (c) Lessee's obligation to lease the Aircraft hereunder from Lessor shall be conditioned uponupon the receipt by Lessee of the following documents on or before the Delivery Date for the Aircraft, all of which shall be reasonably satisfactory in form and substance to Lessee: (1) A currently valid a Lease Supplement in the form of Exhibit D completed, executed and delivered by Lessor, and effective airworthiness certificate for as of the Aircraft has been issued by Delivery Date of the FAAAircraft; (2) The FAA has issued a currently valid and effective Registration Certificate certificate evidencing due authority of Lessor for the Aircraftexecution, delivery and performance of this Lease and all other documents related thereto, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessor; (3) The Aircraft has been placed on Lessee's operations specifications by the FAA; (4) The Aircraft Documents are accepted by the FAA as being in compliance with the FARs; (5) The Aircraft is immediately eligible under the FARs to enter into Lessee's revenue service; (6) A a favorable opinion of Lessor's counsel to counsel, dated the effect that Lessor has Delivery Date, in the form requested by Lessee; PHC 90-047 WKH (4) a certificate signed by a duly executed authorized officer of Lessor, dated the Delivery Date, stating that: (i) the representations and delivered the Lease warranties contained in Section 5(a) hereof are true and each document or Exhibit contained therein is legally valid, binding accurate on and enforceableas of such date as though made on and as of such time; and (75) An opinion from Xxxxx and Xxxxxxx, Special FAA counsel, to the effect that Lessor is the owner acquisition of record and the Aircraft is duly registered in the United States. (d) If each of conditions (3), (4) and (5) in the preceding paragraph (c) are not met by December 31, 1996 (or such later date as Lessor may agree in writing), Lessor may, but shall not be obligated to, terminate its obligations hereunder or under the Right of First Offer, by notice to Lessee to such effect. (e) The parties hereto intend that this Lease is a "lease" for purposes of all applicable Laws, including, without limitation, United States federal income tax purposes, the UCC and the Bankruptcy Code (including, without limitation, Section 1110 thereof)Lessor. Without limiting the generality of the foregoing, the Lessee agrees that (a) the Aircraft, Engines and Parts leased hereunder constitute "equipment" described in said Section 1110, (b) Lessee is a "citizen of the United States (as defined in 40102 of title 49) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of title 49 for aircraft capable of carrying 10 or more individual or 6,000 pounds or more of cargo" as such phrase is used in said Section 1110; (c) Section 1110 of the Bankruptcy Code applies to this Lease, and (d) to the extent permitted by Law, not to contest the right of the Lessor to exercise in respect of the Lease and the property leased hereunder, the rights provided by said Section 1110 in any proceeding under the Bankruptcy Code. At all times during the Term legal and beneficial ownership of the Aircraft, each Engine and each Part leased hereunder shall remain in the Lessor.PHC 90-047 WKH

LEASE AND CONDITIONS. (a) Lessor hereby agrees to lease the Aircraft to Lessee, and Lessee hereby agrees to lease the Aircraft from Lessor, subject to on the terms and conditions of this Lease, as supplemented by any lease supplement executed by the parties heretoLease Supplement and Letter Agreement No. The right to lease the Aircraft conferred hereto shall include the use of all Aircraft Documents1. (b) Lessor's obligation to lease commence the leasing of the Aircraft hereunder to Lessee shall be conditioned upon: (1) upon the absence of any Default hereunder, the absence of any material adverse change in the financial condition, affairs or operations of Lessee, from that existing (or circumstances whichon September 30, if 1998 as reflected in the lease financial statements of the Aircraft commencedLessee delivered to the Lessor, would give rise to a Default) and the receipt by Lessor of the following documents on or before the Delivery Date; (2) the occurrence of any Casualty Event in respect of Date for the Aircraft prior (and Lessor agrees to Delivery; use its reasonable efforts to co-operate in obtaining such documents), all of which shall be reasonably satisfactory in form and substance to Lessor: (3i) a Lease Supplement in the certification form of Exhibit D completed, executed and delivered by the FAA of the Aircraft as to type and airworthiness and issuance by the FAA of a valid Lessee, and effective certificate of airworthiness for operation in the United States of America; (4) Lessee shall have arranged for delivery to Lessor of each of the Closing Documents, each dated as of the Delivery Date of the Aircraft; (ii) Letter Agreement No. 1, duly executed and delivered by Lessee, in the form attached hereto as Exhibit D (with appropriate insertions); (iii) evidence of the Security Letter of Credit having been delivered pursuant to Section 20(i) hereof or, in the alternative, evidence of the Security Deposit having been delivered pursuant to Section 20(j) hereof; (iv) a copy of the provisional certificate of registration for the Aircraft issued by the DAC, certified by a duly authorized officer of Lessee; (v) a copy of the Memorandum and Articles of Association of Lessee, certified by a duly authorized officer of Lessee; 8 <PAGE> (vi) copies of the resolutions of the Board of Directors of Lessee approving and authorizing the execution, delivery and performance of the Lease, the Lease Supplement, Letter Agreement No. 1 and any and all other documents required to be executed and delivered on its behalf, certified by a duly authorized officer of Lessee and naming a person or persons authorized and appointed to execute and deliver each such document on behalf of Lessee and give all notices and take all other date action required of Lessee thereunder; (vii) a certificate of a duly authorized officer of Lessee setting forth the names and signatures of the persons authorized and appointed to execute and deliver on behalf of Lessee the documents referred to in (vi) above and to take any action contemplated therein; (viii) copies, certified by a duly authorized officer of Lessee of each consent, license, authorization or approval of, and exemption by, each Governmental Entity or other authority (if any) as may be necessary to authorize the execution, delivery and performance by Lessee of the Lease and any document delivered pursuant thereto and to consummate the transactions contemplated thereby and to permit the payment and remittance of all payments to be made to the Lessor in such currency or currencies, at such times, at such places and in such manner as provided for under the Lease and any document delivered pursuant thereto; (ix) evidence reasonably satisfactory to the Lessor of the due and binding acceptance by the Lessee's appointees of their appointments as agents for the service of process in any action or proceeding instituted in the courts of the United States of America in connection with or arising out of the Lease and any other documents executed in connection therewith; (x) each a power of which shall be attorney in form and substance satisfactory to the Lessor, duly signed by Lessee and notarized and legalized so that the power of attorney will be valid and legally binding in accordance with the laws of the Country of Registration (with Lessee to pay all costs associated with such notarization and legalization), irrevocably empowering the Lessor or Owner or their respective assignee or designee, upon termination of the Lease, pursuant to the terms of the Lease, whether as a result of an Event of Default, upon expiration of the Term or otherwise, to execute in Lessee's name and on Lessee's behalf all documents deemed necessary or desirable by the Lessor to release, terminate and void Lessee's interest in the Aircraft leased hereunder, to deregister the Aircraft and the Lease and to export (if required) the Aircraft and to file such documents for registration or recordation with the DAC, and any other appropriate Governmental Entity, and otherwise to effect any of the rights and remedies contemplated by the Lease; (xi) a certificate of a duly authorized officer of Lessee confirming that each document (or a certified copy thereof) required to be filed by Lessee under applicable Law has been, or will after execution be, filed with the relevant Governmental Entities in the Country of Registration; (xii) a Technical Acceptance Receipt, in the form of Exhibit H, dated, executed and delivered by Lessee; (xiii) a certificate signed by the chief executive officer or the chief financial officer, or their equivalent, of Lessee, dated the Delivery Date, stating that: (A) the representations 9 <PAGE> and warranties contained in Section 5(c) hereof are true and accurate on and as of such date as though made on and as of such time; and (5B) Lessor's receipt at no event has occurred and is continuing, or would result from the Payment Location, the Deposit in the date or dates and in the amount or amounts specified in Exhibit C on the date or dates and in the amount or amounts specified in Exhibit C. (c) Lessee's obligation to lease the Aircraft from Lessor shall be conditioned upon: (1) A currently valid and effective airworthiness certificate for the Aircraft has been issued by the FAA; (2) The FAA has issued a currently valid and effective Registration Certificate for the Aircraft; (3) The Aircraft has been placed on Lessee's operations specifications by the FAA; (4) The Aircraft Documents are accepted by the FAA as being in compliance with the FARs; (5) The Aircraft is immediately eligible under the FARs to enter into Lessee's revenue service; (6) A favorable opinion of Lessor's counsel to the effect that Lessor has duly executed and delivered the Lease and each document or Exhibit contained therein is legally valid, binding and enforceable; and (7) An opinion from Xxxxx and Xxxxxxx, Special FAA counsel, to the effect that Lessor is the owner of record and the Aircraft is duly registered in the United States. (d) If each of conditions (3), (4) and (5) in the preceding paragraph (c) are not met by December 31, 1996 (or such later date as Lessor may agree in writing), Lessor may, but shall not be obligated to, terminate its obligations hereunder or under the Right of First Offer, by notice to Lessee to such effect. (e) The parties hereto intend that this Lease is a "lease" for purposes of all applicable Laws, including, without limitation, United States federal income tax purposes, the UCC and the Bankruptcy Code (including, without limitation, Section 1110 thereof). Without limiting the generality of the foregoing, the Lessee agrees that (a) the Aircraft, Engines and Parts leased hereunder constitute "equipment" described in said Section 1110, (b) Lessee is a "citizen of the United States (as defined in 40102 of title 49) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of title 49 for aircraft capable of carrying 10 or more individual or 6,000 pounds or more of cargo" as such phrase is used in said Section 1110; (c) Section 1110 of the Bankruptcy Code applies to this Lease, and (d) to the extent permitted by Law, not to contest the right of the Lessor to exercise in respect of the Lease and the property leased hereunder, the rights provided by said Section 1110 in any proceeding under the Bankruptcy Code. At all times during the Term legal and beneficial ownership of the Aircraft, which constitutes a Default or an Event of Default; (xiv) one or more certificates, dated as of the Delivery Date, each Engine signed by an Approved Insurer or by an Approved Insurance Broker which together evidence that the insurance as required by Section 12 hereof is in full force and each Part leased hereunder shall remain effect and a certificate from the reinsurance broker certifying that the reinsurance required to be maintained is in full force and effect; (xv) the legal opinions, in English, signed by Lessee's independent counsel, dated the Delivery Date, substanitally in the Lessorrespective forms set forth in Exhibit F-1 and Exhibit F-2 hereto; provided, however, that the opinion set forth in Exhibit F-2 may be delivered as provided in Section 8(h) hereof; (xvi) if required, an export license with respect to the Aircraft, duly authorized and issued to Lessor by the Office of Export Licenses, United States Department of Commerce, which export licenses shall be obtained by Lessor at its sole expense; (xvii) if required, a true and complete copy of the import license with respect to the Aircraft, duly authorized and issued to Lessor or Lessee, as appropriate, by the appropriate Governmental Entity of the Government of Organization and the Government of Registration, which licenses shall be obtained by Lessee at its sole expense; and (xviii) such financial information concerning Lessee and such other documents and evidence (if any) with respect to Lessee's compliance with the conditions set forth in this Section 2 as the Lessor or its counsel may reasonably request.