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AIRCRAFT LEASE
THIS LEASE AGREEMENT ("Lease") is made and entered into as of the 1st day
of
February 2010 by and between AIR CHARTERS, LLC, a Florida limited liability
company with principal offices at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxxxx Xxxxx,
Xxxxxxx ("LESSOR"), and TWIN AIR CALYPSO LIMITED, INC., a Florida corporation
with principal offices at 0000 XX 0XX XX , Xxxx Xxxxxxxxxx, Xxxxxxx 00000
("LESSEE").
W I T N E S S E T H: That,
1. THE LEASED AIRCRAFT, LESSOR is the owner of the following Aircraft, LESSOR
leases to LESSEE and LESSEE leases from LESSOR, upon the terms and conditions
herein contained, the following described aircraft, all presently installed
equipment, all engine and airframe logbooks for or relating to the aircraft, and
all additions thereto and replacements or substitutions therefore, all of the
foregoing items (including, without limitation, all additions thereto and
replacements or substitutions therefore) being herein referred to as the
"Aircraft", which Aircraft is registered with the United States Federal Aviation
Administration ("FAA"):
Manufacturer: Cessna
Model: 402C
Serial Numbers: 402C0803, 402C0259, 402C0323, 402C0485
Registration Marks: N528FA, N767PA, N44LP, N524FA
Manufacturer: Piper
Model: PA-31
Serial Numbers: 00-0000000, 00-0000000, 00-0000000
Registration Marks: N146DC, N49RB, N456M
The Aircraft have been delivered to LESSEE and accepted by LESSEE and are being
operated pursuant to Part 135 of the Federal Aviation Regulation.
2. LOCATION AND USE OF AIRCRAFT. The Aircraft shall be based at Fort
Lauderdale International Airport. However, the permanent base of the Aircraft
may be changed to another location, within Florida, if LESSEE obtains LESSOR's
advance written consent of such relocation. The Aircraft may be primarily
operated in and around the Caribbean and the Continent of North America:
provided, however, that the Aircraft shall not be operated in any country where
recognized or threatened areas of hostilities or widespread civil unrest exist;
provided further, however, that the Aircraft shall not be operated in any
country unless the insurance required this contract is in full force and effect
and unless the insurance required by covers operations there. LESSEE will use
the Aircraft on its Federal Aviation Regulation Part 135 operations.
3. TERMS AND LEASE RENTAL. This Lease shall be for a period of five (5) years
commencing forthwith upon execution of this contract and terminating sixty (60)
months thereafter, LESSEE shall pay to LESSOR as rental for said Aircraft, the
sum of US$2.150.00 for each aircraft per month for the entire term of this lease
unless otherwise agreed by the LESSOR and LESSEE. Such payments shall be made
whether or not the Aircraft are flown by LESSEE or is grounded for any reason
whatsoever. All rental payments for the use of the Aircraft shall be due and
payable monthly by the first(15th) day of each month at the office of LESSOR as
set forth in this contract in U.S. Dollars. First payments shall commence and
shall be payable on _______ and shall thereafter be payable on the first (15th)
day of each month thereafter for the term of this Lease.
4. CONDITONS. LESSOR's obligation to lease the Aircraft to LESSEE shall b
subject to LESSEE obtaining any and all approvals and licenses required
therefore by the FAA (except for FAA Aircraft Registration, which is Lessor's
sole responsibility) and such other and further documents as LESSOR may
reasonably request. LESSOR shall provide to LESSEE in form an substance
satisfactory to LESSOR a certificate signed by an insurance underwriter as to
the due compliance with the provisions for insurance as hereinafter set forth in
this Agreement.
5. INSURANCE. LESSEE shall, at LESSEE's expense, secure and maintain in effect
throughout the term of this Lease, as a minimum, hull and liability insurance
coverage ("Hull and Liability Insurance") on the Aircraft as follows:
a. Single Limit Bodily Injury and Death Liability (including Passengers) an
Property Damage Liability ("Liability Insurance") in an amount not less than
$1,000,000.00:
x. Xxxx insurance ("Hull Insurance") shall be in an amount at all times that is
not less than the retail value of each aircraft.
c. All Hull and Liability Insurance shall be written in the name of the LESSOR
and any lienholders as their interest may appear as loss payee. Hull insurance
shall b all risk ground and flight, include a breach of warranty endorsement if
available in favor of LESSOR an provide for 30 days prior written notice to
LESSOR or any cancellation.
All Hull and Liability insurance shall be written in insurance companies and
with terms (including, but not limited to, maximum deductibles) acceptable to
LESSOR and any lienholder. All Hull and Liability Insurance premiums, claims and
proceeds shall be payable exclusively in U.S. Dollars
d. LESSEE shall furnish to LESSOR copies of all Hull and Liability Insurance
policies and all endorsements and attachments thereto, whether the insurance is
purchased at the beginning or during the term of the Lease. LESSEE shall furnish
to LESSOR evidence that required Hull and Liability Insurance has been secured.
6. RISK OF LOSS. All risks of loss or damage to the Aircraft, from whatever
cause, are hereby assumed by LESSEE. It is the intent of the parties that this
paragraph 6 be construed in all events so that LESSOR shall be paid in full for
every loss, charge or expense it may suffer in connection with any loss, damage,
destruction, seizure, condemnation, confiscation or taking of the Aircraft,
whether partial or total. Upon the occurrence of any such event, LESSEE shall
promptly report the same to the Hull and Liability Insurance company, LESSOR and
all applicable federal, state, and other governmental agencies; shall furnish
such information and execute such documents as may be required for LESSOR to
make claim under the applicable insurance policies; and shall, in the case of
any seizure, condemnation, confiscation or taking, take all necessary action to
secure release of the Aircraft and the rights and liabilities of the parties
shall be as follows:
a. In the event the Aircraft is lost or damaged beyond repair or seized,
condemned, confiscated or in any manner taken by any foreign government or any
political subdivision thereof or any agencies of any such governments or
political subdivision, or by any terrorist or terrorist group or by any other
party, person or persons whatsoever, LESSEE shall, on the earlier of ten (10)
days after any payment by the Hull Insurance Company of any claim made in
respect of any such loss or other event, pay LESSOR, an amount equal to the hull
value payment, plus all other sums due hereunder, less the amount of any
proceeds of Hull Insurance received by LESSOR in respect of such loss or other
event. Upon receipt by LESSOR of all payments from the Hull Insurance company
and LESSEE as above set forth, this Lease shall end. In the event of full
payment by LESSEE prior to LESSOR's receipt of any Hull Insurance proceeds,
LESSOR will assign to LESSEE all claims it may have against the Hull Insurance
Company under the Hull Insurance policy and transfer to LESSEE its interest in
the Aircraft, AS IS, WHERE IS, with no warranties, express or implied.
b. If the Aircraft is only partially damaged, this Lease shall remain in
full force and effect and LESSEE shall at its cost and expense, repair the
Aircraft so as to place it as nearly as possible in the same condition as it was
before the damage. To the extent such damage is covered by the heretofore
described Hull Insurance, LESSOR, upon receiving from LESSEE such information
and such documents as may be required, shall make claim under the Hull Insurance
policy and shall promptly reimburse LESSEE for the cost of repairing the
Aircraft to the full extent of, but not more than, the net amount of any Hull
Insurance recovery actually received by the LESSOR; provided, however, than no
such payment shall be made if LESSEE has not paid all amounts then owing
hereunder and the payment shall not be made until the repairs have been approved
by LESSOR, or its designee. During the period the Aircraft is being repaired,
LESSEE shall continue to pay the Monthly Rental Payments and all other sums due
hereunder as they become due. If payment for the damage to the Aircraft is not
made to LESSOR by the Hull Insurance company, LESSEE shall be obligated to
repair the Aircraft at its sole cost and expense and LESSOR will thereafter
assign to LESSEE all claims it may have, if any, against the Hull Insurance
company for the damages to the Aircraft.
7. INSIGNIA. LESSEE may affix to the Aircraft any proper advertisement or
insignia designed by LESSEE to indicate the same is being used in the business
of LESSEE. At the expiration or termination of this Lease, LESSEE agrees at its
expense to remove such advertisement or insignia and to restore the paint of the
Aircraft so as to put it as nearly as possible in the same condition as it was
at the time of delivery. Failure of LESSEE to so remove such advertisement or
insignia shall make LESSEE liable to LESSOR for the cost of such removal, which
cost LESSEE agrees to pay to LESSOR forthwith upon demand. Notwithstanding the
foregoing, LESSEE must affix, in a conspicuous place on the airframe and
Engines, placards stating: 'THIS AIRCRAFT AND ITS ENGINES ARE OWNED BY XXXXXXXX
AIR CHARTERS, LLC AN IS SUBJECT TO THE TERMS AN CONDITIONS OF A LEASE AGREEMENT
DATED JANUARY 15, 2010 BY AN BETWEEN THE OWNER AND TWIN AIR CALYPSO."
8. LESSEE COVENANTS. LESSEE covenants and agrees:
a. To obtain all licenses an registrations required by law (except FAA
registrations, which shall be obtained by LESSOR) in the name of LESSEE and
LESSOR; to pay all taxes, assessments, licenses and other fees and charges
imposed by any national, state, or municipal government or other public or
airport authority of any nature whatsoever on his Lease, any payments hereunder,
on the Aircraft or on its use during the term of this Lease (including penalties
and interest), whether the same be payable by or assessed to LESSOR or LESSEE
and whether assessed during the term or after the expiration or cancellation of
this Lease.
b. That the Aircraft will be used and operated (1) in accordance with Part
135 regulations and requirements and the manufacturer's operating instructions;
(2) in conformity with all laws, ordinances, rules an regulations, national,
state, municipal or otherwise, now existing or hereafter enacted, controlling or
in any way affecting the operation, use or possession of the Aircraft or the use
of any airport premises by the Aircraft, including, without limitations, any
requirements or practices required for the aircraft to remain under U.S.
registration: and (3) only in compliance with the conditions an limitations set
forth in the applications for and policies of insurance required by this Lease
and the Aircraft shall not be used and operated for any purpose or in any manner
or geographic area which is excluded or prohibited by said insurance policies,
or this Lease and LESSEE shall not fly or suffer the Aircraft to be flown at any
time any insurance policy required by this Lease shall not be in full force and
effect;
c. At LESSEE'S sole expense, to maintain and keep the Aircraft in good
order and repair and completely airworthy, and in accordance with the
requirements for Part 135 use, which shall include, but shall not be limited to,
maintenance and repair in accordance with the requirements of the FAA an any
other governmental authority, including engines, which may be worn out, lost,
destroyed, confiscated or otherwise rendered unsatisfactory or unavailable for
use in or on the Aircraft, which replacements shall be in good operating
condition and have a value, utility, and quality at least equal to the property
replaced if such property were in good operating condition and be free and clear
of all liens and encumbrances, it being understood that for so long (and for
only so long) as LESSEE shall be in default hereunder and no event shall have
occurred that would become entitled to exercise LESSOR's rights and privileges
under the warranties of the manufacturers of the Aircraft, the term of which
warranties are known and understood by LESSEE, and that, except in case of
emergencies, all repairs and maintenance shall be performed at service
facilities certified by the FAA as a repair facility;
d. at LESSEE's expense (1) to cause all inspections an all major overhauls
on the Aircraft and its engines to be performed as required by the FAA and any
other governmental authority; (2) to comply with all directives and requirements
of the FAA and any other governmental authority pertaining to the Aircraft; and
(3) to comply with the manufacturers service letters and bulletins applicable to
the Aircraft;
e. that LESSEE shall not make any alterations or modifications to the
Aircraft or install any additional equipment (including, without limitations,
and rental engine) therein or thereon without prior written consent of LESSOR;
that unless otherwise agreed in writing prior to installation, all additional
equipment installed in the Aircraft shall become the property of LESSOR
forthwith, be included in the definition of the Aircraft and subject to all of
the terms and conditions of this Lease;
f. that neither this Lease nor LESSEE's rights hereunder shall be
assignable by LESSEE nor shall the Aircraft be subleased or loaned without prior
written consent of LESSOR, which consent shall not be unreasonably withheld, and
LESSEE will not permit any charge, lien, or encumbrance of any nature to be
placed or to remain upon the Aircraft; provided, however, that nothing herein
shall prevent LESSEE from operating the Aircraft with its pilots in command on
flights for compensation;
g. At the time of delivery it shall be conclusively presumed that LESSEE
accepted the Aircraft in its then condition and fit for LESSEE's intended use;
to be in good, safe and serviceable condition and fit for LESSEE's intended use;
to permit LESSOR and its designees at all reasonable times to inspect the
Aircraft to determine the condition thereof and to ascertain whether or not
LESSEE is performing its agreements relative to proper care and maintenance of
the Aircraft; and to furnish any information with respect to the Aircraft and
its use and maintenance that LESSOR may reasonably request.
h. to be liable to LESSOR for any indemnify LESSOR against any and all
damages to the Aircraft which occurs in any manner form any cause or causes
during the term of this Lease or until the re-delivery of the Aircraft to
LESSOR, except to the extent that LESSOR shall be promptly paid for such damage
pursuant to the heretofore described insurance, and to indemnify and save LESSOR
harmless from and against any and all claims, costs, expenses, demands,
liabilities, penalties, fines, and forfeitures of any nature whatsoever which
may be asserted against LESSOR or the Aircraft or incurred by LESSOR not caused
by any act or omission on the part of LESSOR and arising out of or in any manner
occasioned by LESSEE's use, operation or maintenance of the Aircraft during the
term of this Lease or until re-delivery of the Aircraft to LESSOR and that this
covenant of indemnify shall survive the expiration, cancellation or termination
of this lease;
i. to maintain all records, logs, and other materials required by the FAA
and any other governmental authority to be maintained in respect of the
Aircraft, to make the same available at all reasonable times for inspection by
LESSOR and at the expiration or termination of this Lease to deliver such
materials to LESSOR;
j. to permit the Aircraft to be operated only b a pilot having at least a
valid FAA commercial pilot/airman's certificate an instrument rating, and any
other certificate, rating, type rating or endorsement appropriate to the
Aircraft, purpose of flight, condition of flight or as otherwise required by the
FAA or any other governmental authority and which meets the minimum requirements
of the heretofore described Insurance policies, certificates or applications, or
under direct and immediate supervision of a pilot holding at least a valid FAA
commercial pilot/airman's certificate and an instrument rating, and which
supervised pilot holds at least a valid commercial pilot certificate and any
other certificate, rating, type rating or endorsement appropriate to the
Aircraft, purpose of flight, condition of flight or as otherwise required by the
FAA or any other governmental authority and which meets the minimum requirements
of the heretofore described insurance policies, certificates or applications;
k. to pay for all fuel, oil and other consumables for operation of the
Aircraft; and
l. to cooperate with LESSOR in the filing of this Lease and any and all
related documents with the FAA by LESSOR or its agents or attorneys;
9. RETURN OF AIRCRAFT. At the termination of this Lease, however caused, LESSEE
shall deliver possession of the Aircraft to LESSOR at Fort Lauderdale in the
same condition as when delivered to LESSEE, excepting only normal wear, with all
systems operating normally, a current FAA Airworthiness Certificate, and with no
open mandatory service bulletins, service letters, manufacturers' directives or
airworthiness directives, and with all service/maintenance program(s) charges
and fees paid and current through the date of Aircraft return.
10.LESSEE REPRESENTATION AND WARRANTIES, LESSEE hereby represents and warrants
to LESSOR that on the date hereof and at all times during the term hereof:
a. LESSEE has adequate power and capacity to enter into, and perform under,
this Lease and all related documents (together, the "Documents") and is duly
qualified to do business wherever necessary to carry on its present business and
operations, including the jurisdiction where the Aircraft is to be based.
b. The Documents have been duly authorized, executed and delivered by
LESSEE and constitute valid, legal and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies therein provided may be limited under applicable bankruptcy and
insolvency laws.
c. No approval, consent or withholding or objections is required from any
governmental authority or instrumentality with respect to the entry into or
performance by LESSEE of the Lease except such as have already been obtained.
d. The entry into and performance by LESSEE of the Lease will not: (i)
violate any judgment, order, law or regulation applicable to LESSEE or any
provision of LESSEE's Certificate of Incorporation or Bylaws, Partnership
Agreement or similar document, or (ii) result in any breach of, constitute a
default under or result in the creation of any lien, charge, security interest
or other encumbrance upon the Aircraft pursuant to any indenture, mortgage, deed
of trust, bank loan or credit agreement or other instrument (other than this
Lease) to which LESSEE is a party.
e. There are no suits or proceedings, pending or threatened, in court or
before any commission, board or other administrative agency against or affecting
LESSEE, which would have a material adverse effect on the ability of LESSEE to
fulfill its obligations under this Lease.
f. LESSEE is and will be at all times validly existing and in good standing
under the laws of the State of its incorporation.
g. This Lease is in proper legal form for enforcement against LESSEE in
Florida.
h. It is not necessary in order to ensure the legality, validity,
enforceability or admissibility in evidence of this Lease or any other document
or instrument executed by LESSEE that any of the foregoing be filed, notarized
or recorded with any court or that any stamp or similar tax be paid on or in
respect thereof.
11. DEFAULT BY LESSEE. In the event LESSEE fails to repair and maintain the
Aircraft, discharge all liens, secure all licenses or registrations, pay all
taxes, assessments, licenses, and other fees or charges, pay all costs and
expenses to be paid by LESSEE, procure and maintain insurance, all as above
provided, or to perform any of the other covenants or obligations of LESSEE to
LESSOR, at its option, may do so,, and all advances and expenses incurred by
LESSOR in connection therewith shall be repaid by LESSEE to LESSOR upon demand,
together with interest thereon at the highest applicable rate allowed by law but
not more than one percent (1%) per month or fraction thereof until paid. LESSOR
may enter upon the premises where the Aircraft is located for purpose of
inspection, and may remove the Aircraft forthwith ("Aircraft Removal"), without
notice to LESSEE, if, in the reasonable opinion of LESSOR, the Aircraft is being
improperly used or maintained. In the event of Aircraft Removal, this Lease
shall terminate.
a. If LESSEE shall fail to make any Monthly Rental Payment or to pay any
other amounts payable hereunder when the same are due and payable, or if LESSEE
should default in the performance of any of the other terms, conditions, or
covenants to be performed by LESSEE hereunder, or if the insurance required to
be maintained hereunder shall expire or be canceled and LESSEE shall fall to
replace such insurance, or if the Aircraft shall be misused or abandoned, or if
LESSEE shall become insolvent, commit any act of bankruptcy or if bankruptcy
proceedings are begun by or against LESSEE, or if a receiver is appointed for
LESSEE, or if for any reason LESSOR shall, in good faith, deem said Aircraft or
itself insecure, the LESSOR, at its option, and in addition to and without
prejudice to any other remedies, may take possession of and remove the Aircraft,
with or without notice to LESSEE, and with or without legal proceedings and
LESSOR may thereupon terminate this Lease.
b. Upon such termination as described above, LESSEE shall be liable to
LESSOR and shall forthwith pay LESSOR, the full amount of LESSOR's damages
caused by LESSEE's default(s). LESSEE shall also pay any and all costs and
expenses incurred by LESSOR in the repossession of the Aircraft, including, but
not limited to, court costs and attorneys fees, where allowed by law, and
transportation and storage expenses, plus all reasonable costs and expenses
required to refurbish or repair the Aircraft to bring it into compliance with
the return requirements set forth in paragraph 11 hereof. In addition, LESSEE
shall forthwith pay LESSOR all other sums due under other provisions of this
Lease, including, but not limited to, past due Monthly Rental Payments and late
payment fees.
12. AGENT FOR SERVICE OF PROCESS. For the purpose of any action or
proceeding taken in Florida, LESSEE shall, at all times during the term of this
Lease, maintain an agent for service of process in Florida. LESSEE agrees that
service of process upon such agent shall be deemed in every respect effective
service of process. The foregoing shall not, however, limit the rights of LESSOR
to serve process in any other manner permitted by law.
13, MISCELLANEOUS. No representation, warranties, promises, guarantees,
covenants or agreements, oral or written, expressed or implied, have been made
by either party with respect to this Lease or the Aircraft, except as expressly
provided herein. This Agreement is, and is intended to be, a Lease, and LESSEE
does not acquire any right, title or interest whatsoever, legal or equitable, in
the Aircraft except its interest as LESSEE hereunder as expressed herein. Though
LESSEE herewith acknowledges and agrees that its only interest in the Aircraft
is that of a LESSEE hereunder and that it does not acquire any other right,
title or interest whatsoever, legal or equitable. In the Aircraft, LESSEE hereby
grants LESSOR a lien and security interest in all LESSEE's interest in the
Aircraft of whatever nature or description that LESSEE may hereby or other wise
acquire, legal or equitable, and in all proceeds thereof, to secure all of
LESSEE'S obligations hereunder. LESSOR covenants that if LESSEE is not in
default under this Lease as described herein, and if LESSOR is not in default of
any promissory note or security agreement between LESSOR and its lender(s),
LESSEE shall peacefully and quietly hold, possess and use the Aircraft during
the entire Lease term, free from and interference or hindrance. Rentals
hereunder shall not xxxxx during the term hereof because LESSEE'S right to
possession is solely and directly caused by LESSOR's default of a promissory
note and/or security agreement relating to the Aircraft between LESSOR and its
lender(s) and LESSEE is not in default of this Lease at the time of interruption
of LESSEE's right of possession.
a. LESSEE shall at no time during this Lease for any purpose whatsoever be or
become the agent of LESSOR, and LESSOR shall not be responsible for the acts or
omissions of LESSEE or LESSEE's agents. LESSOR's rights or remedies with respect
to any term and condition of the Lease shall be cumulative and not exclusive,
and shall be in addition to all other rights and remedies in favor of LESSOR
under any applicable law. If any provisions of this Lease are invalid or cannot
be enforced for any reason, the remainder of this Lease will stay in full force
an effect. Any provisions of this Lease that are contrary to applicable law will
be considered to be modified to the extent required to conform with the law, if
possible, and otherwise omitted from this Lease. LESSOR's failure to enforce
strictly any provisions of this Lease shall not be construed as a waiver
thereof. All notices shall be effective and binding on the parties hereto upon
actual delivery or when deposited with a recognized international overnight
courier service ad addressed to the respective addresses of the parties set
forth in this Lease. LESSOR may assign its rights under this Lease and when so
assigned, this Lease shall be free from and charges, claims, or defenses
whatsoever which LESSEE may have against LESSOR. All payments or other money due
hereunder shall be paid by LESSEE to such assignee without recoupment, setoff or
counterclaim, either in law or in equity. This Lease, which, together with the
referenced Annex, constitutes the entire agreement between the parties, shall be
binding on the successors and assigns of LESSEE and inure to the benefit of
LESSOR's successors and assigns. Except as elsewhere herein provided, any change
or modification to this Lease shall be in writing and signed by the parties
hereto.
THIS LEASE SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF FLORIDA. FOR EVERYTHING RELATED TO THE INTERPRETATION OF, COMPLIANCE WITH, OR
JUDIIAL REQUEST FOR PAYMENT OR ENFORCEMENT OF THE OBLIGATIONS HEREIN UNDERTAKEN,
LESSOR AND LESSEE HEREBY IRREVOCABLY AND EXPRESSLY SUBMIT TO THE JURISDICTION OF
THE COMPETENT FLORIDA STATE AND FEDERAL CORTS. LESSEE EXPRESSLY WAIVES ANY OTHER
JURISDICTION TO WHICH IT MIGHT BE ENTITLED TO BY REASON OF ITS PRESENT OR FUTURE
DOMICILE OR FOR ANY OTHER REASON WHATSOEVER. NOTHING HEREIN SHALL PREVENT LESSOR
FROM FILING SUIT OR TAKING ANY OTHER ACTION WHATSOEVER IN THE COMPETENT COURTS
OF ANY STATE OR COUNTRY WHERE ALL OR PART OF THE AIRCRAFT IS LOCATED AT THE TIME
OF COMMENCEMENT OF ANY SUCH ACTION AND KLESSEE HEREBY IRREVOCABLY AND EPRESSLY
SUBMITS TO THE JURISDICTION OF SAID COURTS.
14. NO LESSOR WARRANTIES; LIMITATION OF LIABILITY; LESSEE
WAIVERS.
A. LESSEE IS LEASING THE AIRCRAFT "AS IS" AND WITH ALL
FAULTS." LESSOR MAKES NO WARRANTIES WHATSOEVER
(EXCEPT AS TO TITLE) CONCERNING THE AIRCRAFT, EXPRESS
OR IMPLIED, THAT EXTEND BEYOND THOSE SET FORTH ON THE
FACE OF THIS LEASE, WHETHER OR MERCHANTIABILITY,
DESCRIPTION, DURABILITY, FITNESS FOR AR PARTICULAR USE
OR PURPOSE OR OTHERWISE, ALL SUCH WARRANTIES BEING
HEREBY EXPRESSLY DISCLAIMED, LESSOR HAS NOT
AUTHORIZED ANY THIRD PARTY TO MAKE ANY
REPRESENTATIONS, WARRANTIES, PROMISES, GUARANTEES,
COVENANTS OR AGREEMENTS, ORAL OR WRITTEN,
CONCERNING THE AIRCRAFT OR THIS LEASE ON LESSOR'S
BEHALF, AND LESSEE ACKNOWLEDGES AND AGREES THAT NO
SUCH THIRD PARTY IS THE AGENT OF LESSOR AND THAT
LESSOR SHALL NOT BE BOUND BY ANY SUCH PURPORTED
REPRESENTATIONS, WARRANTIES, PROMISES, GUARANTEES,
COVENANTS OR AGREEMENTS. NOTHING IN THE FOREGOING
SUBPARAGRAPH SHALL OPERATE TO LIMIT ANY RIGHT
LESSEE MAY HAVE AGAINST THE MANUFACTURER OF THE
AIRCRAFT OR ANY PART THEREOF.
X. XXXXXX SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM,
LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED,
DIRECTLY OR INDRIECTLY, BY THE AIRCRAFT OR THE USE
THEREOF, WHETHER SUCH DAMAGES OR ALLEDGED DAMAGES
ARE GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
OTHERWISE, WHETHER SUCH LIABILITY OR ALLEDGED
LIABILITY ARISES OR IS ALLEDGED TO ARISE OUT OF ANY
DESIGN, MANUFACTURING OR OTHER DEFECT, LATENT OR
PATENT, IMPROPER MAINTENANCE, STRICT LIABILITY,
CRASHWORTHINESS, OR ANY OTHER STATUTORY OR COMMON
LAW THEORY OF LIABILITY WHATSOEVER.
C. LESSEE EXPRESSLY ACKNOWLEDGES, REPRESNETS AND AGREES
THAT IN NEGOTIATING AND AGREEING TO THE TERMS AND
CONDITIONS OF THIS LEASE, IT HAS DEALT, AND HAS INTENDED
TO DEAL, EXCLUSIVELY WITH LESSOR AS THE ONLY
CONTRACTING PARTY OTHER THAN LESSEE. LESSEE FURTHER
EXPRESSLY ACKNOWLEDGES, REPRESENTS AND AGREES,
HOWEVER, THAT IT HAS NOT SOUGHT OR RECEIVED ANY
ADVICE OR RECOMMENDATION FROM LESSOR (OR RELIED UPON
LESSOR IN ANY WAY WHATSOEVER) CONCERNING THE
AIRWORTHINESS, CONDITION, MERCHANTABILITY OR
SUITABILITY OF THE AIRCRAFT FOR ANY PARTICULAR USE OR
PURPOSE, OR IN CONNECTION WITH THE SELECTION,
INSPECTION OR ACCEPTANCE OF THE AIRCRAFT FOR LEASE
PURSUANT HERETO. IN CONSIDERATION OF THIS LEASE, LESSEE
COMPLEYELY WAIVES AND SURRENDERS THE RIGHT TO
PURSUE OR TO INTERPOSE ANY CLAIM OR DEFENSE AGAINST
LESSOR, IN LAW OR IN EQUITY (INCLUDING WITHOUT
LIMITATION, ANY RIGHT TO RECOUPMENT, SETOFF OR
COUNTERCLAIM), BASED UPON THE AIRWORTHINESS,
MERCHANTABILITY, CONDITION OR SUITABILITY OF THE
AIRCRAFT FOR ANY PARTICULAR USE OR PURPOSE, OR UPON
ALLEGATIONS THAT LESSOR IS SO CLOSELY OR INTIMATELY
CONNECTED WITH THE THIRD PARTY WHATSOEVER, THAT
LESSOR KNEW OR HAD REASON TO KNOW FACTS ABOUT THE
AIRCRAFT (OR ABOUT LESSEE'S DEALINGS WITH SUCH THIRD
PARTIES, OR ABOUT THEIR GENERAL BUSINESS PRACTICES)
THAT WOULD SUPPORT A CLAIM, COUNTERCLAIM OR
DEFENSE BY LESSEE AGAINST SUCH THIRD PARTIES.
D. EACH OF THE TERMS, CONDITONS, REPRESENTATIONS AND
AGREEMENTS CONTAINED IN THIS PARAGRAPH HAS BEEN
POINTED OUT TO LESSEE. THE PERSON SIGNING THIS LEASE
ON BEHALF OF LESSEE HAS READ AND UNDERSTANDS THIS
PARAGRAPH.
15. TRUTH-IN-LEASING
A. LESSEE CERTIFIES THAT LESSEE, AND NOT LESSOR, IS
RESPONSIBLE FOR OPERATIONAL CONTROL OF THE
AIRCRAFT UNDER THIS LEASE DURING THE TERM HEREOF.
LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS
ITS RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE
FEDERAL AVIATION REGULATIONS.
B. LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED
AND INSPECTED UNDER PART 135 OF THE FEDERAL AVIATION
REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER
THIS LEASE. LESSEE UNDERSTAND THAT AN EXPLANATION OF
FACTORS BEARING ON OPERATIONAL CONTROL AND
PERTINENT FEDERAL AVATION REGULATLIONS CAN BE
OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS
DISTRICT OFFICE.
IN WITNESS WHEREOF, this Lease has been finally executed at Fort
Lauderdale, Florida as of the day and year first above written in quadruplicate
originals, two executed copies of which were marked "copy" and delivered to
LESSEE, the receipt of which is hereby acknowledged.
LESSOR:
LESSEE:
AIR CHARTERS, LLC TWIN AIR CALYPSO
LIMITED, INC.
By:____________________________________ By:_______________________
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx, Xx.
