Common use of UNITED STATES GOVERNMENTAL INDEMNITY Clause in Contracts

UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. 7-4 SCHEDULE 8 FORM OF LESSEE'S AND GUARANTOR'S LEGAL OPINION [Lessor] [Owner] [Financing Parties' Representative] Ladies and Gentlemen: 1. You have asked us to render an opinion in connection with the transaction governed by or subject to, inter alia, the following documents. (a) the Lease as defined below; (b) the [Articles/Certificate of Incorporation and By-laws]* of Lessee; and [*Counsel should amend this reference as necessary to describe the actual constitutional documents of Lessee]. (c) all other documents, approvals and consents of whatever nature and wherever kept which, it was, in our judgement and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below. Words and expressions used and not otherwise defined herein will bear the same meanings as defined in an Aircraft Lease Agreement dated __________, _____ between __________ ("Lessor") and __________ ("Lessee") in respect of one __________ aircraft with manufacturer's serial number __________ together with the __________ installed __________ engines (the "Aircraft"). As used herein the term "Lease" means and includes the Aircraft Lease Agreement which incorporates the Common Terms Agreement (as defined therein) and Lease Supplement No.__________. Also, for the purposes of this opinion, the term "Lease" includes the Acknowledgment and Agreement dated as of the date hereof executed by Lessee in favor of Owner and Financing Parties' Representative. 2. Having considered the documents listed in paragraph 1 above, and having regard to the relevant laws of __________ we are pleased to advise that in our opinion: (a) Lessee is a company duly incorporated and in good standing under the laws of ____________ and is qualified to do business as a foreign corporation in each jurisdiction where failure to so qualify would have a materially adverse effect on Lessee's business or its ability to perform its obligations under the Lease; (b) Lessee has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, and the execution, delivery and performance by it of, the Lease and the transactions contemplated by the Lease; (c) the entry into and performance by Lessee of, and the transactions contemplated by, the Lease do not and will not (x) conflict with any laws binding on Lessee, (y) conflict with the [Articles/Certificate of Incorporation or By-laws] of Lessee; or (z) conflict with or result in default under any agreement or instrument which is binding upon Lessee or any of its assets or result in the creation of any Security Interest on any of its assets; (d) no authorizations, consents, licenses, approvals and registrations (other than those which have been obtained and of which copies are attached hereto) are necessary or desirable to be obtained from any governmental or other regulatory authorities in the United States or any other jurisdiction having jurisdiction over Lessee, its operations or its properties to enable Lessee (x) to enter into and perform the transactions contemplated by the Lease, (y) to operate the Aircraft in the United States and on international flights for the transport of fare-paying passengers, or (z) to make the payments provided for in the Lease; (e) except for the filing and recordation of [a xxxx of sale in favor of the Owner,] the Financing Documents and the Lease with the FAA (which filing has been duly made on or before this date) and the filing of Financing Statements in it is not necessary or desirable, to ensure the priority, validity and enforceability of all the obligations of Lessee under the Lease, as against Lessee and all third parties, or to perfect the interests of Lessor, Owner or Financing Parties' Representative in and to the Aircraft or the Lease, that the Lease be filed, registered, recorded or notarized in any public office or elsewhere or that any other instrument be signed, delivered, filed, registered or recorded, that any tax or duty be paid or that any other action whatsoever be taken; (f) the Lease has been duly executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms; (g) [NOT APPLICABLE]; (h) there is no applicable usury or interest limitation law in ________________ applicable to payments in accordance with the Lease; (i) there are no registration, stamp or other taxes or duties of any kind payable in ________________ connection with the execution, performance or enforcement by legal proceedings of the Lease or the Guaranty; (j) the choice of New York law to govern the Lease will be upheld as a valid choice of law in any action in the courts of ______________; (k) the consent to the jurisdiction by Lessee contained in the Lease is valid and binding on Lessee; (l) Lessee is a Certificated Air Carrier; (m) Lessee is a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15); (n) Lessee's "chief executive office" (as referenced in the Uniform Commercial Code adopted in the State of _________________) is _______________________; (o) Lessor will not violate any law or regulation of the States of _______________ or New York or any federal laws or regulations of the United States of America and Lessor will not become liable to income tax in the State of solely by reason of Lessor entering into the Lease with Lessee or performing its obligations thereunder or enforcement of its rights thereunder; (p) It is not necessary for Lessor to establish a place of business or be licensed or qualified to do business in the State of ___________________ or New York in order for Lessor to enforce any provisions of the Lease; and (q) Lessor is entitled to the benefits of Section 1110 of Title 11 of the U.S.C. with respect to the Aircraft and the Lease. Very truly yours, [If there is a Guarantor/Guarantee the opinion must also include paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (o) and (p) revised to be applicable to the Guarantor/Guarantee] SCHEDULE 9 EVENTS OF DEFAULT Each of the following events or conditions constitutes an Event of Default: (a) NON-PAYMENT: Lessee fails to make any payment of Rent, Supplemental Rent or any other amount payable under the Lease on the due date and such failure continues for three (3) Business Days or more; or

UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. 7-4 SCHEDULE 8 FORM OF LESSEE'S AND GUARANTOR'S LEGAL OPINION [Lessor] [Owner] [Financing Parties' Representative] Ladies and Gentlemen: 1. You have asked us to render an opinion in connection with the transaction governed by or subject to, inter alia, the following documents. (a) the Lease as defined below; (b) the [Articles/Certificate of Incorporation and By-laws]* of Lessee; and [*Counsel should amend this reference as necessary to describe the actual constitutional documents of Lessee]. (c) all other documents, approvals and consents of whatever nature and wherever kept which, which it was, in our judgement and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below. Words and expressions used and not otherwise defined herein will bear the same meanings as defined in an Aircraft Lease Agreement dated __, ________, _ between _____ between __________ ("Lessor") and ______________ ("Lessee") in respect of one ___________________ aircraft with manufacturer's serial number __________ together with the __________ installed __________ engines (the "Aircraft"). As used herein the term "Lease" means and includes the Aircraft Lease Agreement which incorporates the Common Terms Agreement (as defined therein) and Lease Supplement No.__________. Also, for the purposes of this opinion, the term "Lease" includes the Acknowledgment and Agreement dated as of the date hereof executed by Lessee in favor of Owner and Financing Parties' Representative. 2. Having considered the documents listed in paragraph 1 above, and having regard to the relevant laws of __________ we are pleased to advise that in our opinion:: - (a) Lessee is a company duly incorporated and in good standing under the laws of ____________ ____, and is qualified to do business as a foreign corporation in each jurisdiction where failure to so qualify would have a materially adverse effect on Lessee's business or its ability to perform its obligations under the Lease; (b) Lessee has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, and the execution, delivery and performance by it of, the Lease and the transactions contemplated by the Lease; (c) the entry into and performance by Lessee of, and the transactions contemplated by, the Lease do not and will not (x) conflict with any laws binding on Lessee, (y) conflict with the [Articles/Certificate of Incorporation or By-laws] of Lessee; or (z) conflict with or result in default under any agreement or instrument which is binding upon Lessee or any of its assets or result in the creation of any Security Interest on any of its assets; (d) no authorizations, consents, licenses, approvals and registrations (other than those which have been obtained and of which copies are attached hereto) are necessary or desirable to be obtained from any governmental or other regulatory authorities in the United States or any other jurisdiction having jurisdiction over Lessee, its operations or its properties to enable Lessee (x) to enter into and perform the transactions contemplated by the Lease, (y) to operate the Aircraft in the United States and on international flights for the transport of fare-paying passengers, or (z) to make the payments provided for in the Lease; (e) except for the filing and recordation of [a xxxx of sale in favor of the Owner,] the Financing Documents and the Lease with the FAA (which filing has been duly made on or before this date) and the filing of Financing Statements in in________________, it is not necessary or desirable, to ensure the priority, validity and enforceability of all the obligations of Lessee under the Lease, as against Lessee and all third parties, or to perfect the interests of Lessor, Owner or Financing Parties' Representative in and to the Aircraft or the Lease, that the Lease be filed, registered, recorded or notarized in any public office or elsewhere or that any other instrument be signed, delivered, filed, registered or recorded, that any tax or duty be paid or that any other action whatsoever be taken; (f) the Lease has been duly executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms; (g) [NOT APPLICABLE]; (h) there is no applicable usury or interest limitation law in ________________ applicable to payments in accordance with the Lease; (i) there are no registration, stamp or other taxes or duties of any kind payable in ___________________ in connection with the execution, performance or enforcement by legal proceedings of the Lease or the Guaranty; (j) the choice of New York law to govern the Lease will be upheld as a valid choice of law in any action in the courts of _________________; (k) the consent to the jurisdiction by Lessee contained in the Lease is valid and binding on Lessee; (l) Lessee is a Certificated Air Carrier; (m) Lessee is a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15); (n) Lessee's "chief executive office" (as referenced in the Uniform Commercial Code adopted in the State of _______________________) is __________________________; (o) Lessor will not violate any law or regulation of the States of _______________ or New York or any federal laws or regulations of the United States of America and Lessor will not become liable to income tax in the State of _______________ solely by reason of Lessor entering into the Lease with Lessee or performing its obligations thereunder or enforcement of its rights thereunder; (p) It is not necessary for Lessor to establish a place of business or be licensed or qualified to do business in the State of ___________________ or New York in order for Lessor to enforce any provisions of the Lease; and (q) Lessor is entitled to the benefits of Section 1110 of Title 11 of the U.S.C. with respect to the Aircraft and the Lease. Very truly yours, [If there is a Guarantor/Guarantee the opinion must also include paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (o) and (p) revised to be applicable to the Guarantor/Guarantee] SCHEDULE 9 EVENTS OF DEFAULT Each of the following events or conditions constitutes an Event of Default: (a) NON-PAYMENT: Lessee fails to make any payment of Rent, Supplemental Rent or any other amount payable under the Lease on the due date and such failure continues for three (3) Business Days or more; or

UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. 7-4 SCHEDULE 8 FORM OF LESSEE'S AND GUARANTOR'S LEGAL OPINION [Lessor] [Owner] [Financing Parties' Representative] Ladies and Gentlemen: 1. You have asked us to render an opinion in connection with the transaction governed by or subject to, inter alia, the following documents. (a) the Lease as defined below; (b) the [Articles/Certificate of Incorporation and By-laws]* of Lessee; and [*Counsel should amend this reference as necessary to describe the actual constitutional documents of Lessee]. (c) all other documents, approvals and consents of whatever nature and wherever kept which, which it was, in our judgement and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below. Words and expressions used and not otherwise defined herein will bear the same meanings as defined in an Aircraft Lease Agreement dated __________, _____ between __________ ("Lessor") and __________ ("Lessee") in respect of one __________ aircraft with manufacturer's serial number __________ together with the __________ installed __________ engines (the "Aircraft"). As used herein the term "Lease" means and includes the Aircraft Lease Agreement which incorporates the Common Terms Agreement (as defined therein) and Lease Supplement No.______. ____. Also, for the purposes of this opinion, the term "Lease" includes the Acknowledgment and Agreement dated as of the date hereof executed by Lessee in favor of Owner and Financing Parties' Representative. 2. Having considered the documents listed in paragraph 1 above, and having regard to the relevant laws of __________ we are pleased to advise that in our opinion:: - (a) Lessee is a company duly incorporated and in good standing under the laws of ____________ , and is qualified to do business as a foreign corporation in each jurisdiction where failure to so qualify would have a materially adverse effect on Lessee's business or its ability to perform its obligations under the Lease; (b) Lessee has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, and the execution, delivery and performance by it of, the Lease and the transactions contemplated by the Lease; (c) the entry into and performance by Lessee of, and the transactions contemplated by, the Lease do not and will not (x) conflict with any laws binding on Lessee, (y) conflict with the [Articles/Certificate of Incorporation or By-laws] of Lessee; or (z) conflict with or result in default under any agreement or instrument which is binding upon Lessee or any of its assets or result in the creation of any Security Interest on any of its assets; (d) no authorizations, consents, licenses, approvals and registrations (other than those which have been obtained and of which copies are attached hereto) are necessary or desirable to be obtained from any governmental or other regulatory authorities in the United States or any other jurisdiction having jurisdiction over Lessee, its operations or its properties to enable Lessee (x) to enter into and perform the transactions contemplated by the Lease, (y) to operate the Aircraft in the United States and on international flights for the transport of fare-paying passengers, or (z) to make the payments provided for in the Lease; (e) except for the filing and recordation of [a xxxx of sale in favor of the Owner,] the Financing Documents and the Lease with the FAA (which filing has been duly made on or before this date) and the filing of Financing Statements in _______, it is not necessary or desirable, to ensure the priority, validity and enforceability of all the obligations of Lessee under the Lease, as against Lessee and all third parties, or to perfect the interests of Lessor, Owner or Financing Parties' Representative in and to the Aircraft or the Lease, that the Lease be filed, registered, recorded or notarized in any public office or elsewhere or that any other instrument be signed, delivered, filed, registered or recorded, that any tax or duty be paid or that any other action whatsoever be taken; (f) the Lease has been duly executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms; (g) [NOT APPLICABLE]; (h) there is no applicable usury or interest limitation law in ________________ applicable to payments in accordance with the Lease; (i) there are no registration, stamp or other taxes or duties of any kind payable in ________________ in connection with the execution, performance or enforcement by legal proceedings of the Lease or the Guaranty; (j) the choice of New York law to govern the Lease will be upheld as a valid choice of law in any action in the courts of ______________; (k) the consent to the jurisdiction by Lessee contained in the Lease is valid and binding on Lessee; (l) Lessee is a Certificated Air Carrier; (m) Lessee is a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15); (n) Lessee's "chief executive office" (as referenced in the Uniform Commercial Code adopted in the State of _________________) is _______________________; (o) Lessor will not violate any law or regulation of the States of _______________ or New York or any federal laws or regulations of the United States of America and Lessor will not become liable to income tax in the State of _______ solely by reason of Lessor entering into the Lease with Lessee or performing its obligations thereunder or enforcement of its rights thereunder; (p) It is not necessary for Lessor to establish a place of business or be licensed or qualified to do business in the State of ___________________ or New York in order for Lessor to enforce any provisions of the Lease; and (q) Lessor is entitled to the benefits of Section 1110 of Title 11 of the U.S.C. with respect to the Aircraft and the Lease. Very truly yours, [If there is a Guarantor/Guarantee the opinion must also include paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (o) and (p) revised to be applicable to the Guarantor/Guarantee] SCHEDULE 9 EVENTS OF DEFAULT Each of the following events or conditions constitutes an Event of Default: (a) NON-PAYMENT: Lessee fails to make any payment of Rent, Supplemental Rent or any other amount payable under the Lease on the due date and such failure continues for three (3) Business Days or more; or]