INTERNATIONAL AIRCRAFT SUBLEASE AGREEMENT (MSN4933) dated as of Wwe 27,2023 among TACA INTERNATIONAL AIRLINES, S.A. AVIANCA COSTA RICA, S.A. AVIANCA-ECUADOR S.A. REGIONAL, S AMERICAS S.A.S. WE RY 60:40 €z0z/ST/SuY pepzosey eoUBAeAUCD TosszOsE as Sublessees, and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA as Sublessor Aircraft Make and Model: One (1) Airbus model 4320-214 Aircraft Manufacturer's Serial Number: 4933 Aircraft Registration Number NOASAV Make and Model of Engines CFM International, Inc. model CFMS6-SB4/3 Manufacture Year: 2011 231810917530 915.00 Darao2023 CERTIFIED COPY-T0 BE RECORDEDTABLE OF CONTENTS age 1. DEFINITIONS... 2. PLACE AND DATE OF DELIVERY ....os 24 PLACE OF DELIVERY ...... 2.2 COMMENCEMENT DATE. 23. NOSUBLESSOR LIABILITY. 2.4 ACCEPTANCE CERTIFICATE. 3. TERM... 31 TERM 3.2 TERMINATION DATE. 3.3. RELATIONSHIP TO SUBLEASE SECURITY ASSIGNMENT. .. 4. RENT AND OTHER PAYMENTS wos 3 40 RENT... 3 4.2 PLACEAND METHOD OF PAYMENT... 4 4.3. PAYMENT OBLIGATIONS UNCONDITIONAL. 4 4-4 CURRENCY INDEMNITY... 6 4.5 TAXINDEMNITY.. 4.6 VALUEADDED TAX... 4.7 TAX CONTEST AND MITIGATION... 4.8 INDEMNITY PAYMENTS - AFTER TAX... 4.9 WITHHOLDING AND TAX CREDIT... 410. LIABILITY TO TAX INDEMNITEES.. 5. OPERATION OF AIRCRAFT... 5.1 COSTS OF OPERATION... 5.2 COMPLIANCE WITH LEASE, ETC.. 53 NO RELINQUISHMENT OF POSSESSION... 5-4 NOLIENS nnn 5.5 OPERATIONAL CONTROL 5-6 OPERATING LIMITATION... 6, FURTHER SUBLEASES.....6.1 NO FURTHER SUBLEASE WITHOUT SUBLESSOR AND LESSOR CONSENT; WET LEASING 7. MAINTENANCE OF AIRCRAFT 7a GENERAL OBLIGATION 7.2 INSTALLATION OF ENGINES ON OTHER AIRCRAFT 7.3 POOLING OF Parts 7-4 REPORTING REQUIREMENTS... 7:5 RIGHTS TO INSPECT AIRCRAFT 8. TITLE AND REGISTRATION 81 TITLE TO THE AIRCRAFT DURING TERM... 8.2 REGISTRATION OF AIRCRAFT 83 FILINGS... 8.4 INSIGNIA... 9. INSURANCE. 9.1 MAINTENANCE OF INSURANCE 9.2, INFORMATION. 93 FAILURE TO INSURE 10, LOSS, DAMAGE AND REQUISITION... 1.1 RISK OF LOSS see 10.2. EVENT OF LOSS OF AIRCRAFT OR AIRFRAME... 10.3 EVENT OF LOSS OF ENGINE AND NOT AIRFRAME. 10.4 OTHER Loss OR DAMAGE 11. CONDITIONS PRECEDENT OF SUBLESSEES; CONDITIONS SUBSEQUENT .. 10 mt CONDITIONS PRECEDENT OF SUBLESSEES. 10 m2 CONDITIONS SUBSEQUENT 8 12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH SUBLESSEE ... 2 12.1 REPRESENTATIONS, WARRANTIES AND COVENANTS ...... a2 13. WARRANTIES AND COVENANTS OF SUBLESSOR..... 15 1341 REPRESENTATIONS AND WARRANTIES 5 14. RETURN OF AIRCRAFT...tt DATE OF RETURN wcrc 5 142 RETURN LOCATION... 6 14.3 CONDITION OF AIRCRAFT. 16 14.4 RETURN ACCEPTANCE CERTIFICATE... 16 15. DEFAULT OF SUBLESSEES. 15.1 SUBLEASE EVENTS OF DEFAULT... 15.2 REMEDIES sneer 16. NOTICES 16.1 MANNER OF SENDING NOTICES... 17. CAPE TOWN CONVENTION. 18. GOVERNING LAW sss 38.1 NEW YORK LAW, JURISDICTION, WAIVER OF JURY TRIAL... 182 No IMMUNITY. 18.3 CONFLICTS WITH LEASE. 19. GENERAL INDEMNITY.. 20, MISCELLANEOUS, 20.1 RIGHTS OF PARTIES 20.2 FURTHER ASSURANCES 20.3 APPROVAL BY THE AVIATION AUTHORITIES 20.4 HEADINGS. 20.5 INVALIDITY OF ANY PROVISION... 20.6 ENTIRE AGREEMENT... 20.7 EXECUTION IN COUNTERPARTS... 20.8 AMENDMENTS CONSENTS AND WAIVERS .. 20.9 WAIVER AND IMMUNITY... Appendix I - Certain Definitions Annex A - Description of Lease Exhibit A - Acceptance Certificate (MSN 4933) Exhibit B - Subpart F Indemnity Exhibit C - Lessor’s Consent Letter Exhibit D - Return Acceptance Certificate (MSN 4933) Exhibit E - Form of Sublease Security Assignment Exhibit F - Form of Irrevocable Letter of Instruction Chattel Paper ReceiptINTERNATIONAL AIRCRAFT SUBLEASE AGREEMENT (MSN 4933) ‘This INTERNATIONAL AIRCRAFT “Sublease”) is made and entered into as of __ JBLEASE AGREEMENT (MSN 4933) (this Sunt 2% 2023 AMONG: TACA INTERNATIONAL AIRLINES, S.A., a sociedad andnima organized under the laws of El Salvador (“TACA”); AVIANCA COSTA RICA, S.A., a sociedad anénima organized under the laws of Costa Rica (“AVIANCA COSTA RICA”), AVIANCA-ECUADOR S.A., a sociedad andnima organized under the laws of Ecuador (“AVIANCA-ECUADOR’); REGIONAL EXPRESS AMERICAS S.AS., a sociedad por acciones simplificada organized under the laws of Colombia (“REGIONAL”); and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, a sociedad anénima organized under the laws of Colombia (“AVIANCA” or the “Sublessor”). The subject matter of this Sublease is one (1) Airbus model 4320-214 aircraft, bearing, manufacturer's serial number 4933 and U.S. Registration No, N948AV together with two (2) CFM Intemational, Inc. model CFMS6-5B4/3 aircraft engines bearing the engine manufacturer's serial numbers set forth in the Acceptance Certificate (defined below) executed by the parties at delivery, (each of such Engines having 1,750 or more Ibs. of thrust or 550 or more rated takeoff horsepower ‘or the equivalent of such horsepower) and all parts and components thereof and (except for purposes of insurance coverage) all records, documents and log books concerning the same (collectively, the “Aireraft”), which each of the Sublessees (as defined in Section 1), on a joint and several basis, desire to sublease from Sublessor from time to time and Sublessor is willing to sublease to each of the Sublessees from time to time under the conditions set forth herein. ‘The Aircraft is being leased by Sublessor, as lessee, from Bank of Utah, not in its individual capacity but solely as owner trustee (“Lessor”), as lessor, pursuant to the terms of that certain International Aircraft Lease Agreement dated as of December 12, 2022 between Lessor and Sublessor (collectively, the “Lease”) In consideration of and subject to the mutual covenants, terms and conditions contained in this Sublease, each Sublessee (as defined herein) and the Sublessor agree as follows 1. DEFINITIONS Except where the context otherwise requires, capitalized terms used herein and not otherwise defined shail have the meanings given to such terms in Appendix 1 hereto or otherwise in the Lease. In case of a conflict of terms between Appendix I and the Lease, the provisions of Appendix I shall govern. The term “Sublessees” shall mean, collectively each of TACA, AVIANCA COSTA RICA, AVIANCA-ECUADOR, and REGIONAL on a joint and several basis, and references in this Sublease to the Sublessees shall include references to any or all of them.‘The term “Sublease Security Assignment” shall mean the Sublease Security Assignment by Sublessor in favor of Lessor, substantially in the form of Exhibit E hereto. The “State of Registration” shall have the meaning given to it in the Lease. 2, PLACE AND DATE OF DELIVERY 21 Place of Delivery. From time to time during the Term, Sublessor will deliver the Aircraft under this Sublease to a Sublessce at such location as is mutually agreed between Sublessor and such Sublessee. 2.2. Commencement Date. Commencement of the Term shall occur on the Commencement Date, which is expected to occur or about the date hereof. 23 No Sublessor Liability. Sublessor will not be liable for any delay or failure in Commencement or Delivery as a result of delay in, or failure of delivery of the Aircraft to Sublessees. 24 Acceptance Certificate. Upon the Commencement Date, each Sublessee shall execute an “Acceptance Certificate” in the form and substance of Exhibit A to this Sublease. DELIVERY BY SUBLESSEES TO SUBLESSOR OF THE ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN SUBLESSOR AND EACH SUBLESSEE THAT SUCH SUBLESSEE’S REPRESENTATIVES HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT, THAT SUCH AIRCRAFT AND THE AIRCRAFT DOCUMENTS AND RECORDS ARE SATISFACTORY TO SUCH SUBLESSEE AND THAT SUCH SUBLESSEE HAS TECHNICALLY ACCEPTED THE AIRCRAFT WITHOUT ANY RESERVATIONS WHATSOEVER (EXCEPT AS EXPRESSLY NOTED THEREIN). 2.5 Sublessor and Sublessees hereby acknowledge that the right of Sublessor to operate the Aircraft will not be impaired or in any way affected by the operation of the same by the Sublessees. For the sake of clarity, the Aircraft can be operated either individually or jointly by the Sublessor and/or any of the Sublessees. 3. TERM 3.1 Term. Subject to satisfaction of the conditions precedent referred to in Section 11.1(a) hereof, the Term will commence upon the execution by each Sublessee of an Acceptance Certificate (the “Commencement Date”), and end on the Expiry Date; subject to the earlier termination of the leasing of the Aircraft pursuant to the provisions of this Sublease or the Lease (such period, the "Term”), For avoidance of doubt, neither the Term nor any Transfer Term shall extend beyond the Expiry Date. 3.2 Termination Date. “Termination Date” means the date on which the Sublessees are, and cach Sublessee is, required to redeliver the Aircraft to Sublessor or its assignee pursuant to this Sublease in the condition required by this Sublease on the last day ofthe Term, whether at its stated expiration or upon early termination pursuant to the provisions hereof, 3.3 _ Relationship to Sublease Security Assignment. EACH SUBLESS HEREBY AGREES FOR THE BENEFIT OF LESSOR, OWNER, SUBLESSOR AND FINANCING PARTIES THAT THIS SUBLEASE, AND THE RIGHTS OF THE SUBLESSEES AND EACH SUBLESSEE HEREUNDER IN AND TO THE AIRCRAFT, SHALL AT ALL TIMES BE SUBJECT AND SUBORDINATE TO THE LEASE, THE SUBLEASE SECURITY ASSIGNMENT AND THE RIGHTS AND REMEDIES OF LESSOR, OWNER, SUBLESSOR AND THE FINANCING PARTIES THEREUNDER AND THAT CH SUBLESSEE SHALL, JOINTLY AND SEVERALLY PERFORM ALL OF THE OBLIGATIONS AND OBSERVE ALL OF THE TERMS AND CONDITIONS BINDING UPON SUBLESSOR, AS LESSEE UNDER THE LEASE, TO THE SAME EXTENT AS IF EACH SUBLESSEE HAD BEEN NAMED LESSEE THEREUNDER. 4. RENT AND OTHER PAYMENTS 4.1 Rent. Each Sublessee agrees to pay Sublessor (on a joint and several basis), as rent for the Aircraft, on the respective due dates therefor, the amount of that pro-rata portion of Rent, due and payable by Sublessor to Lessor under the Lease, corresponding to each such portion of the applicable Rental Period during the Term that the Aircraft is being operated by and/or in the possession of the Sublessces pursuant to Transfers under this Sublease. Sublessor shall determine and advise each Sublessee in writing of the amount of pro-rata Rent due from such Sublessee for each Rental Period based upon the proportionate usage of the Aircraft. Notwithstanding the foregoing, Sublessor agrees for the benefit of Lessor, Owner and the Financing Parties that nothing herein shall limit or diminish Sublessor’s obligations under the Lease (other than to the extent performance by the Sublessees or any Sublessee constitutes performance of the same) or constitute satisfaction thereof except to the extent of any payment received by Lessor hereunder or performance of any such obligations and nothing shall relieve Sublessor of its primary obligations of payment and/or performance under the Lee For purposes of information required by the Costa Rican Registry for registration purposes, itis hereby indicated that the maximum amount of monthly Rent to be paid by Avianca Costa Rica is indicated in Exhibit G (Rent Amount) hereto. 4.2 Place and Method of Payment. All payments with respect to Rent shall he made by wire transfer of immediately available funds in Dollars to such bank account of Sublessor in the United States of America as Sublessor may specify or, at Sublessor’s election or Lessor's written request after the occurrence and continuance of a Sublease Event of Default, to the account for payments designated by Lessor pursuant to the Lease 4.3 Payment Obligations Unconditional. ‘The Sublessees’ respective obligations to pay Rent and make other payments in accordance with this Sublease shall be jointand several, absolute and unconditional (except as otherwise expressly provided herein) irrespective of any contingency whatsoever including but not limited to: and may (a) any right of set-off, counterclaim, recoupment, defense, or other right (une to the extent that the law requires such right to be exercised) that Sublessees or any Subles: have. In the event that any set-off, counterclaim, recoupment, defense or other right should apply, cach Sublessee agrees thal, with respect to any obligation to make Rent payments hereunder, such obligation shall be increased by any amount necessary to hold Sublessor harmless on an after-tax basis from all set-off, counterclaims, recoupments, defenses or other rights required to be paid by Sublessor with respect to such obligation under the laws of any federal, state or local government or taxing authority of Colombia, Costa Rica, Ecuador, or El Salvador or otherwise; (b) any unavailability of the Aircraft for any reason (including, but not limited to, a requisition thereof not constituting an Event of Loss) or any prohibition or interruption of or other restriction against the Sublessees’ or any Sublessee’s use, operation or possession of the Aircraft, any interference with such use, operation or possession of the Aircraft, any interference with such use, operation or possession or any lack or invalidity of title or any other defect in the title, airworthiness, merchantability, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft, or the ineligibility of the Aircraft for any particular use of trade, or for registration or documentation under the laws of any relevant jurisdiction, or the Event of Loss of, or any damage (not constituting an Event of Loss) to the Aircraft; (©) _ any insolvency, bankruptey, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Sublessor, any Sublessee or the Sublessees; (d) any invalidity or unenforceability or lack of due authorization of, or other defect in, this Sublease or the Lease; (©) any failure or delay on the part of any party hereto duly to perform or comply with its obligations under this Sublease or the Lease; and () any other cause which (but for this provision) would or might have the effect of terminating, discharging or in any way affecting any obligation of the Sublessees and/or any Sublessee hereunder; provided that if Commencement shall not have oc Sublease shall not be payable. ured under this Sublease, Rent under this Nothing herein will be construed to limit Sublessees’ or any Sublessee’s right to seek a sepatate recovery of any payment of rent which is not due and payable hereunder or to limit Sublessee’s rights and remedies to pursue in a court of law or otherwise any claim it or they may have against Sublessor or any other person whatsoever on account of any failure by Sublessor or such other person to perform its obligations hereunder or under any document or any transaction contemplated hereby. 44 Currency Indemnity. 1f, under any applicable law, whether as a result of judgment against the Sublessees or any Sublessee or the liquidation of the Sublessees or anySublessee or for any other reason, any payment under or in connection with this Sublease is made or is recovered in a currency other than the currency in which it is payable pursuant to this Sublease then, to the extent that the payment (when converted into the currency of obligation at the “Rate of Exchange” on the date of payment or, in the case of liquidation, the latest date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Sublease, the Sublessees shall, as a separate and independent obligation, jointly and severally, fully indemnify the Sublessor against the amount of the shortfall; and for the purposes of this Section 4.4, the “Rate of Exchange” means the rate at which the Sublessor is able on the relevant date to purchase the currency of the obligation in New York with the other currency. 45 Taxes Indemnity. The provisions of Clause 16 of the Lease shall apply to this Sublease and any Transfer, mutatis mutandis, with references to the “Lease” being construed as references to this “Sublease and any Transfer”, with references to “Lessee” being construed as references to “Sublessees” and references to “Lessor” being construed as references to “Sublessor”, 46 Exceptions of Indemnity. The provisions of Clause 16.2 of the Lease shall apply to this Sublease and any Transfer, mutatis mutandis, with references to the “Lease” being construed as references to this “Sublease and any Transfer”, with references to “Lessee” being construed as references to “Sublessees” and references to “Lessor” being construed as references to “Sublessor”. 47 After Tax Basis. The provisions of Clause 16.3 of the Lease shall apply to this Sublease and any Transfer, mutaris mutandis, , with references to “Lessee” being construed as references to “Sublessees” and references to “Lessor” being construed as references to “Sublessor”, 4.8 Timing of Payment The provisions of Clause 16.4 of the Lease shall apply to this Sublease and any Transfer, mutatis mutandis, with any reference to a‘“Clause” being construed as a reference to a Clause of the Lease. 4.9 Contests.. The provisions of Clause 16.5. of the Lease shall apply to this Sublease and any Transfer, mutatis mutandis, with references to the “Lease” being construed as references to this “Sublease and any Transfer”, , with references to “Lessee” being construed as references to “Sublessees” and references to “Lessor” being construed as references to ublessor” 4.10 Liability to Tax Indemnitees. Sublessor and each and every Sublessee are Jointly and severally liable for payments due to any Tax Indemnitee under Article 16 of the Lease for any other Taxes payable by any Tax Indemnitee which would not have become payable in the absence of this Sublease. 5. OPERATION OF AIRCRAFT 5.1 Costs of Operation. Except as otherwise agreed by Sublessor, the Sublessees shall pay, jointly and severally, all expenses incurred by them in connection with the operation of the Aircraft during the Term arising directly or indirectly with or related to the use,movement, operation, storage, maintenance, testing, repair modification or location of the Aircraft, 5.2 Compliance with Lease, Ete. Each Sublessee acknowledges that it has received a copy of the Lease and that it will comply with each and every obligation, requirement, duty and limitation contained therein as if such Sublessee were named as the lessee under the Lease, all of which are incorporated herein by reference. In addition and by way of example, each Sublessee agrees throughout the Term to maintain operational control (when in possession of such Sublessee) of the Aircraft and to use, maintain and operate the Aircraft at all times in full compliance with all applicable laws and the Lease. Each Sublessee further agrees to use the Aircraft solely on routes and for operations for which such Sublessee is duly authorized under applicable laws to conduct, No Sublessee shall use or permit the Aircraft to be used in any ‘manner or for any purpose which is not covered by the insurance policies required to be carried and maintained as set forth in this Sublease and the Lease. No Sublessee shall carry any goods of any description which would cause the coverage of such policies to be excepted or excluded or do any other act or knowingly permit to be done anything which could reasonably be expected to invalidate or limit any such insurance policy. 5.3. No Relinquishment of Possession. Except as expressly permitted by the Lease and this Sublease, each Sublessee agrees not to assign this Sublease or any of its rights, title, or interests herein or sublease or otherwise in any manner deliver, transfer or relinquish possession or control of the Aircraft or any part thereof or interest therein. 5.4 NoLiens, No Sublessee shall directly or indirectly create or suffer to exist any lien, attachment, mortgage or other encumbrance upon or against the Aircraft or any of Sublessces’ or any Sublessee’s rights under this Sublease, except Permitted Liens. If at any time a Lien other than a Permitted Lien shall exist in respect of the Aircraft, Sublessees shall promptly notify Sublessor and Lessor and promptly take such action, jointly and severally, as may be necessary to discharge or remove the same by bond or otherwise. ee Operational Control. Sublessees and Sublessor agree that the operational control of the Aircraft shall be transferred among the Sublessor and any of the Sublessees, or from one Sublessee to another, by an annotation in the flight logbook of the Aircraft and such annotation will at minimum specify the place, date and hour of such transfer, the identity of the ‘operator to whom the Aircraft is being transferred and the change of the operational control and liability of the Aircraft by the Sublessor to any of the Sublessees or vice versa, or from one Sublessee to another (cach such transfer of possession, a "Transfer"), Each Transfer shall in all respect comply with, and be subject and subordinate to, the terms and conditions of this Sublease. On each Delivery Date, Sublessor and the relevant Sublessee shall ensure that all block hours, flight and engine hours and cycles and APU Hours have been entered into the Aircraft Documents and Records so that such records are complete, correct and identify the operator by which such hours and cycles were incurred. The Sublessor and such Sublessee shall (i) ensure, and be responsible for, full compliance with any customs and currency exchange obligations that are applicable, (ii) ensure that the long-term temporary import status of the Aircraft into Colombia is not changed as result of any Transfer. Sublessor may terminate any Transfer at any 6time to ensure compliance with the foregoing sentence and upon such termination such Sublessee shall immediately return possession of the Aircrafi to Sublessor. 5.6 Operating Limitation. Sublessor and cach Sublessee acknowledges that the operation of the Aircraft under this Sublease is subject to an annual usage covenant which imposes restrictions on operations in relation to the United States of America and each hereby covenants and agrees that it will operate the Aircraft in such manner as to comply fully with such covenant. In the event that operations of the Aireraft by any of the Sublessor and Sublessees, individually or in combination, fail to comply with such covenant, then the Sublessees shall be jointly and severally liable with Sublessor to the Lessor or the relevant Tax Indemnitee for any resulting loss of Subpart F (a copy of which is set forth in Exhibit B to this Sublease) to the same extent as Sublessor would be liable under the Lease, had such operations been conducted in the absence of this Sublease. 6 FURTHER SUBLEAS! 6.1 No Further Sublease without Sublessor and Lessor Consent; Wet Leasing, NO SUBLESSEE SHALL FURTHER SUBLEASE THE AIRCRAFT AT ANY TIME DURING THE TERM. Notwithstanding the foregoing sentence, a Sublessce shall be permitted to wet lease the Aircraft provided such wet lease constitutes an arrangement whereby such Sublessee agrees to furnish the Aircraft to the Sublessor, a Sublessee or a third party pursuant to which the Aircraft (i) shall be operated solely by regular employees of, or erews contracted by, such Sublessee possessing all current certificates and licenses that are required by applicable Regulations, including by the State of Registry, (i) shall be subject to insurance coverage as required in this Sublease and the Lease, (iii) shall be used and operated in accordance with this Sublease and the Lease and shall be maintained by such Sublessee in accordance with such Sublessee’s Maintenance Program and such Sublessee’s normal maintenance practices, and (iv) shall not be subject to any change in its State of Registry; and provided always that such arrangement is expressly subordinated to this Sublease, the Sublease Security Assignment, the Lease and the rights of Sublessor, Lessor, Owner and the Financing Parties thereunder and to the Aircraft, and such Sublessee provides Sublessor and Lessor with all opinions, certificates and other documents required to be provided, and takes all other action required of Sublessee under the Sublease, the applicable ‘Transfer or under the Finance Document in connection with such wet-lease, 7. MAINTENANCE OF AIRCRATT 7.1 General Obligation. During the Term and until the Aircraft is returned to Sublessor, Sublessees shall, at their expense, jointly and severally, service, inspect, test, maintain, overhaul, modify and repair the Aircraft, Engines and all of the Parts in accordance with the Maintenance Program, as approved by any other required authority and as required by the terms of the Lease (including compliance with FAA regulations and orders). All maintenance, service, inspection, testing, overhaul and modification shall be accomplished solely by such maintenance providers as are expressly permitted under the Lease. 7.2 installa on Other Aircraft. An Engine removed from the Aircraft may be installed on another aircraft in any Sublessee’s or Sublessor’s fleet whichutilizes engines of the same type as the Engine, subject to the terms and conditions of Article 12.8 of the Lease. 7.3 Pooling of Parts. No Sublessee shall enter into any Parts pooling arrangements unless expressly permitted pursuant to the terms and conditions of Article 12.7 of the Lease, 74 — Reporting Requirements. In compliance of Article 12.11 of the Least each Sublessee shall submit to Sublessor and Lessor such reports conceming the Aircraft as may be required under the Lease. Sublessor and the Sublessees shall cause to be maintained a written record of the location of the Aircraft during the flights operated under each Transfer and the block hours actually flown by the Aircraft during such flights by such Sublessee will be kept by such Sublessee and made available to the Lessor and the Sublessor at any time upon the request of any of either Lessor or Sublessor; provided that so long as no Default or Event of Default has occurred and is continuing, such request must be in writing and shall not be more frequent than once per quarter. Sublessor shall cause to be prepared and filed with each aviation authority or other Government Entity having jurisdiction over any Sublessee or their respective sublease operations, such reports of the Aircraft’s usage as may be required by applicable Law. 7.5 Rights to Inspect Aircraft. During the Term, each Sublessce shall allow the authorized agents and representatives of Lessor, Sublessor, Owner or the Financing Parties to inspect the Aircraft upon reasonable notice in accordance with the provisions of Article 23.7 of the Lease. 8‘ TITLE AND REGISTRATION 8.1 Title to the Aircraft During Term. Title to the Aircraft shall at all times be and remain solely and exclusively vested in Owner or its successors and permitted assigns, No Sublessce shall have any right, title or interest whatsoever in the Aircraft except the right to use the Aircraft as provided in this Sublease. 8.2 Registration of Airoraft. Sublessor and each Sublessee hereby agrees that it shall take no action to invalidate the registration of the Aircraft with the FAA or the security interests of the Lessor, Owner and the Financing Parties, as may be the case. 83 Filings. If required by the applicable aviation authority or other Government Entity having jurisdiction but to the extent required by the applicable aviation, authority or such other Government Entity, promptly after the first Delivery of the Aircraft pursuant to this Sublease to such Sublessee, at its own cost and expense (and as between the ‘Sublessees, jointly and severally), Sublessor and each Sublessee agree to file for recordation with the appropriate aviation authority having jurisdiction over such Sublessor and Sublessee including, without limitation the aviation authorities of the United States of America, Colombia, FI Salvador, Costa Rica and/or Ecuador, respectively, and as applicable, with the International Registry (when applicable), a duly executed and apostilled/legalized copy (as applicable) of this Sublease (and/or any document, agreement, certificate or similar, required by each aviation authority of each country), and, as may be necessary or required by the applicable aviation authority or such other Government Entity, originals or certified copies of any required localsublease agreement, the Sublease Security Assignment, any letter of consent to this Sublease by Lessor or Owner, substantially in the form of Exhibit C hereto (the “Lessor Consent”) (Lessor hereby agrees to provide a copy and, if required by the applicable aviation authority, an original Lessor Consent to Sublessor and Sublessees on or prior to the Delivery Date), the Lease and other documents evidencing Owner's and Lessor’s right, title and interest in and to the Aircraft. Ifat any time during the Term, any filing or recording is required by the applicable aviation authority or such other Government Entity to perfect, protect and/or preserve the rights and interests of Sublessor, Owner, Lessor and/or any Financing Party in the Aircraft, Sublessor (as applicable) and each Sublessce shall, at its own cost and expense (and as among the Sublessees, jointly and severally), cause this Sublease, the Sublease Security Assignment, and any and all additional documents or instruments which shall be executed pursuant to the terms hereof, so far as required by applicable law, to be kept, filed and recorded and to be re-executed, refiled and re- recorded at all times in the appropriate offices pursuant or in relation to the applicable laws of any Government Entity and at Lessor’s request, Sublessor, Sublessees and each Sublessee shall do or cause to be done at their own cost and expense (and as between the Sublessees, jointly and severally) all such acts and things, and make such filings and record or register such documents, or instruments as may be required under applicable laws to protect, preserve and perfect the rights and interests of Lessor, Owner and any Financing Party in the Aircraft, this Sublease and the Sublease Security Assignment. 8.4 Identification Plates. Sublessees shall cause to be affixed and at all times maintain in a prominent position in the cockpit of the Airframe and each Engine such Identification Plates as may be required to be maintained by Sublessor pursuant to Article 15 of the Lease, 9, INSURANCE 9.1 Maintenance of Insurance, Throughout the Term, Sublessees and each Sublessee shall effect and maintain or cause to be effected and maintained, under Avianca Group Intemational Limited's group policies or otherwise, in full force and effect the Insurances described in Article 18 of the Lease, containing such provisions as are compliant in all respects with all requirements set forth in such Article 18 of the Lease. To the extent that Avianca insurance coverages would apply to Avianca’s operation of the Aircraft, Avianca will cause an irrevocable letter of instructions to be issued by its primary insurer to the reinsurer, on or prior to delivery of the Aircraft to Avianca, ordering payment of proceeds under reinsurance directly to the Person named as loas payce under the primary Insurances. Such letter will be substautially in the same form of Exhibit F attached hereto, 9.2 Information. Each Sublessee shall provide Sublessor and Lessor with any information reasonably requested by Sublessor or Lessor from time to time concerning the insurance maintained with respect to the Aircraft or in connection with any claim being made or proposed to be made thereunder. 9.3 Failure to Insure. Ifat any time any Sublessee fails to maintain or cause to be maintained insurance in compliance with this Section 9, Sublessor or Lessor shall be entitled but not obligated hereby to pay any premiums due or to effect or maintain such insurance or otherwise remedy such failure in such manner as Sublessor or Lessor considers appropriate (andeach Sublessee shall upon demand reimburse, on a joint and several basis, Sublessor or Lessor, as the case may be, in full for any amount so expended in that connection) 10. LOSS, DAMAGE AND REQUISITION 10.1 Risk of Loss. Throughout the Term and until the Termination Date, as between Sublessor and Sublessees, Sublessees shall bear, jointly and severally, all risk of loss, theft, damage and destruction to the Aircraft, except during such periods when the Aircraft is or comes to be in the exclusive possession and control of Sublessor, if any, and during such period Sublessor shall bear all such risk. 10.2 Event of Loss of Aircraft or Airframe. If an Event of Loss to the Aircraft or Airframe occurs during the Term, Sublessees and each Sublessee shall comply with the provisions of the Lease applicable thereto including without limitation Clause I1 of the CTA. 10.3. Event of Loss of Engine and not Airframe. Upon an Engine Event of Loss to any Engine not installed on the Aircraft or an Engine Event of Loss of an Engine installed on the Airframe not involving an Event of Loss of the Airframe, Sublessees and each Subles: shall give Sublessor and Lessor prompt written notice thereof and Sublessees shall replace such Engine as soon as reasonably possible in compliance with the provisions of Article 19 of the Lease applicable thereto. 10.4 Other Loss or Damage. If the Aircraft or any part thereof suffers loss or damage not constituting an Event of Loss to such Aircraft or Airframe, all the obligations of Sublessees and each Sublessee under this Sublease shall continue in full force, and Sublessees and each Sublessee will comply with the provisions of Article 19 of the Lease, as applicable. 11. _ CONDITIONS PRECEDENT OF SUBLESSEES; CONDITIONS SUBSEQUENT Wd (a) The occurrence of the Commencement Date is subject to the prior fulfillment, to the reasonable satisfaction of Lessor of the following conditions preceden (delivery to Lessor of this Sublease, the Acceptance Certificate and the Sublease Security Assignment (and the consent and agreement related thereto) duly executed by each party thereto other than the Lessor; (ii) an acknowledgment by each Sublessee of the rights of Lessor under the Lease and the rights of the Financing Parties (if any) thereunder (in the form set out in the Sublease Security Assignment); (ii) a legal opinion from FAA counsel with respect to the filing of the Sublease and the Sublease Security Assignment with the FAA and registration at the International Registry of interests in respect of the Sublease and the Sublease Security Assignment; and 10(iv) acknowledgments of process agent appointment in the State of New York by each Sublessee. (b) Prior to the first Delivery Date to each Sublessec, such Sublessee shall have fulfilled, to the reasonable satisfaction of Lessor and Sublessor, each of the following conditions precedent (i) delivery to Lessor of a certified copy of (a) such Sublessee’s air operator's itificate and (b) all other relevant licenses (if any) required for the operation of an aircraft of the same model type as the Aircraft; Gi) a copy of a certificate of insurance (and reinsurance, where applicable) and if applicable broker's letter of undertaking, evidencing the insurance as required by Section 9 hereof with respect to such Sublessee; Gii) a Deregistration Power of Attomey duly executed by such Sublessee, , , if applicable, such Financing Party as Lessor may designate, substantially in the form reasonably satisfactory to Lessor; (iv) legal opinions from in house counsel for such Sublessee in the jurisdiction in which such Sublessee is incorporated and domiciled in form and substance reasonably satisfactory to Lessor, including, without limitation, with respect to the filings, described in Section 11.1(b)(ii); () if the Cape Town Convention is applicable, an Irrevocable De-registration and Export Request Authorization in favor of Lessor or such Financing Party as Lessor may designate reasonably satisfactory to Lessor duly executed by such Sublessee, which authorization shall be in lieu of the requirement in the Section 11.1(b)(iii); and (vi) such other documents as may be reasonably requested by Sublessor or Lessor to establish, maintain or protect the rights and remedies of the requesting party 11.2. Conditions Subsequent. 11.2.1 Sublessees shall to the extent any Sublessce is required by the applicable aviation authority or other Government Entity having jurisdiction over the relevant Sublessee (i) within twenty five (25) Business Days from the Delivery Date, provide evidence of filing of the Sublease Security Assignment with the FAA and the applicable aviation authority or other Government Entity having jurisdiction over the relevant Sublessee in order to protect the interests of Lessor, Sublessor, or the Financing Parties, and (ii) provide evidence of the recordation of the Sublease Security Assignment (a) in the case of such filing with the FAA, within sixty (70) days from the Commencement Date, (b) in the case of such filing in El Salvador in respect of TACA, in respect to temporary registration within twenty five (25) Business Day such Delivery Date to TACA, provided that in the case of the definitive registration, such documents may be recorded within oneninety (90) days from such Delivery Date to TACA (or, if evidence is provided to Lessor confirming the extension by the AAC of the priority of the temporary registration described above for the period until the date following one hundred thirty five (135) days following such Delivery Date) and (c) in the case of such filing in Ecuador in respect of AVIANCA-ECUADOR, within eighty five (85) days from such Delivery Date to AVIANCA-ECUADOR. 11.2.2 Sublessor and Sublessees will cause this sublease to be filed and duly recorded (a) in the case of documents filed at the FAA, within sixty (60) days from the Commencement Date, (b) in the case of documents filed in Colombia, within forty five (45) Business Days from the Commencement Date, (c) in the case of documents filed in El Salvador in respect of TACA, within twenty five (25) Business Days from such Delivery Date to TACA, provided that in the case of the tation, such documents may be recorded within ninety (90) days from such Delivery Date to TACA (or, if evidence is provided to Lessor confirming the extension by the AAC of the priority of the temporary registration described above for the period until the date following one hundred twenty (120) days following such Delivery Date), (d) in the case of documents filed before the DGAC in Costa Rica in respect of AVIANCA COSTA RICA, within thirty (30) days from such Delivery Date to AVIANCA COSTA RICA, and (¢) in the case of documents filed in Ecuador in respect of AVIANCA-ECUADOR, within sixty (60) days from such Delivery Date to AVIANCA-ECUADOR. ‘The conditions set forth in Section 11.1(a) are for the benefit of Lessor, and the conditions set forth in Section 11.1(b) are for the benefit of Sublessor and Lessor, and they may not be waived or modified except with the prior written consents of such parties (as applicable), which consents shall not be unreasonably withheld, For the avoidance of doubt, should a particular Sublessee not have fulfilled its conditions precedent, the Sublease shall not become effective in respect of such Sublessee (unless the relevant conditions precedent are deferred or waived pursuant to this paragraph) without effecting the effectiveness of the Sublease as it relates to the remaining Sublessees. 12, _ REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH SUBLESSEE 12.1 Representations, Warranties and Covenants. Each Sublessce represent warrants and covenants to Sublessor and to Lessor as of the date hereof and as of each Delivery Date: 12.1.1 Corporate Status. It (i) is a sociedad andnima duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) is duly qualified and authorized to do business, and in good standing, in each state or jurisdiction in which such qualification is necessary, (iii) has the corporate power and authority to own and lease its properties, to carry on its business as presently conducted and to execute, deliver this Sublease and perform its obligations hereunder, and (iv) holds or will, at each Delivery, hold all necessary licenses, permits, qualifications and certificates required under applicable law and necessary for the conduct of its business as now conducted and for the operation of the Aircraft[pees Binding. The execution, delivery and performance of this Sublease by such Sublessee have been duly authorized by all necessary corporate action on the part of such Sublessee, and this Sublease has been duly executed and delivered by such Sublessee and constitutes a valid, legal, and binding obligation of such Sublessee, enforceable against such Sublessee in accordance with its respective terms except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors” rights, 12.1.3 No Breach. Neither the execution and delivery of this Sublease by such Sublessee, the consummation by such Sublessee of the transactions contemplated hereby nor compliance by such Sublessce with the terms or provisions hereof will violate any of the provisions of the charter documents or bylaws of such Sublessee, or conflict with or result in any breach of any of the terms or provisions of, or constitute any default under, or result in or require the creation of any lien upon any property of stich Sublessce under, any indenture, mortgage, deed of trust, conditional sales contract, note, loan, credit agreement or other agreement or instrument to which such Sublessee is a party or by which such Sublessee or its properties or assets may be bound or affected, or any applicable law of any Government Entity having jurisdiction over such Sublessee or any of its properties or assets 121.4 No Litigation. There are no pending, to such Sublessee’s actual knowledge, litigation, arbitration or administrative actions or proceedings before any court, arbitrator. governmental. regulatory or administrative agency ar anthority which hy itself or together with any other such proceedings or claims, if determined adversely to such Sublessee, will or might reasonably be expected to have a material adverse effect on the ability of such Sublessce to observe and perform its obligations under any of the documents to which itis a party 12.15 Sublessee covenants for the benefit of the Sublessor and the Lessor that such Sublessee will not do or refrain from doing anything which could or could be likely to prejudice Owner's title o the Aircraft and its rights under this Sublease, or the Lease; 12.1.6 The payment obligations of each such Sublessee under this Sublease rank at least pari passu in point of priority and security with all its other unsecured and unsubordinated obligations save as mandatorily preferred by law. 12.1.7 It is not necessary under the Jaws of the jurisdiction of incorporation of such Sublessce (i) in order to enable the Sublessor, or Lessor to enforce their rights under this Sublease or the Lease or (ii) by reason of the execution of this Sublease or the Relevant Documents or the performance by any of them of their obligations hereunder, that any of them should be licensed, qualified otherwise entitled to carry on business in such jurisdiction. 12.1.8 Neither the Lessor, the Owner nor the Owner Participant will be deemed a resident, domiciled or carrying on business in Colombia, Costa Rica, Ecuador or El Salvador be subject to taxation in such jurisdiction by reason only of the execution, performance and/or enforcement of this Sublease or any Relevant Document. 12.1.9 The execution and delivery of this Sublease constitutes, and the Sublessee’s performance of and compliance with the obligations expressed to be assumed by orin, and the conditions imposed on such Sublessee by this Sublease will constitute private and commercial acts done and performed for private commercial purposes. 12.1.10 Neither Sublessee nor any of its property, assets or revenues enjoys any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceedings, set-off or counterclaim, the jurisdiction of any competent court, service of process, attachment or execution, in Colombia, Costa Rica, Ecuador or El Salvador as the case may be, with respect to its obligations, liabilities, or any other matter hereunder or arising out of or in connection herewith 121.11 Inany proceeding taken in Colombia, Costa Rica, Ecuador or El Salvador as the case may be, in relation to this Sublease or any Relevant Document the choice of the Governing Law as the governing law of each document related herewith and any judgment obtained in the United States of America will be recognized and enforced (subject to bankruptcy rules applicable to creditors generally and to generally applicable equitable principles). 12.1.12 [Intentionally Left Blank] 121.13 Pil All pilots who will operate the Aircraft possess appropriate certificates issued, approved and revalidated by the relevant Air Authorities with all ratings and qualifications forall flights to be operated hereunder. 12.1.14 The Sublessees and each Sublessee shall do or cause to be done at their own cost and expense all such acts and things, and make such filings and record or register such documents or instruments as may be necessary under applicable laws to protect, preserve and perfect the rights and interests of the Sublessor, Lessor, Owner, and any Financing Party in and to the Aireraft and this Sublease. 12.1.15 No Sublessee will change its location (as defined in Section 9- 307 of the UCC or other applicable Law), unless (i) it shall have given to the Lessor and Sublessor not less than 10 Business Days” prior written notice of its intention to do so describing such new location and providing such other information in connection therewith as the Lessor and Sublessor may reasonably request, and (ii) with respect to such new location, it shall have taken at its own cost all action necessary so that such change of location does not impair the validity, perfection or priority of the interests of the Lessor, Owner, Sublessor and any Financing Party in the Aircraft or under the Lease, the Sublease and the Sublease Security Assignment or the security interests of the Lessor and Owner in the Aircraft, the Lease, this Sublease and the Sublease Security Assignment, and shall deliver to the Lessor and Sublessor copies of all filings required in connection therewith, Notwithstanding anything to the contrary contained in this Sublease, the liabilities, and obligations of the Sublessces under this Sublease shall be joint and several.13. WARRANTIES AND COVENANTS OF SUBLESSOR 13.1 Representations and Warranties. Sublessor represents and warrants to Sublessees the following: 13.1.1 Comporate Status. Sublessor (i) is a sociedad andnima duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) is duly qualified and authorized to do business, and in good standing, in cach state or jurisdiction in which such qualification is necessary and (111) has the corporate power and authority to own and lease its properties, to carry on its business as presently conducted and to execute, deliver this Sublease and perform its obligations hereunder. 13.1.2 Binding. The execution, delivery and performance of this Sublease by Sublessor have been duly authorized by all necessary corporate action on the part of Sublessor, and this Sublease has been duly executed and delivered by Sublessor and constitutes a valid, legal, and binding obligation of Sublessor, enforceable against Sublessor in accordance with its respective terms except as may be limited by bankruptey, insolvency, reorganization or other laws of general application affecting the enforcement of creditors’ rights. 13.1.3 No Defaults. No Sublease Default, Sublease Event of Default, Default or Event of Default has occurred and is continuing as of the date of this Sublease. 13.14 NoBreach. Neither the execution and delivery of this Sublease by Sublessor, the consummation by Sublessor of the transactions contemplated hereby nor compliance by Sublessor with any of the terms or provisions hereof will violate any of the provisions of the charter documents or bylaws of Sublessor, or conflict with or result in any breach of any of the terms or provisions of, or constitute any default under, or result in or require the creation of any lien upon any property of Sublessor under, any indenture, mortgage, deed of trust, conditional sales contract, note, loan, credit agreement or other agreement or instrument to which Sublessor is a party or by which Sublessor or its properties or assets may be bound or affected, or any applicable law of any Government Entity having jurisdiction over Sublessor or any of its properties or assets. 13.1.5 Lease. On the Delivery Date, the Lease will be in full force and effect and no default of Sublessor shall exist thereunder. Sublessor covenants that, without the prior written consent of Sublessecs, it will not during the Term amend or modify the Lease in any manner which would (i) adversely affect Sublessees’ rights to the Aircraft during the Term in accordance herewith or (ii) adversely affect Sublessees’ ability to perform their respective obligations hereunder, or (iii) impose any obligations, costs or expenses on Sublessees for which Sublessees would not have been responsible had such amendment or modification not occurred. Notwithstanding this Section 13.1.5, this Sublease is and shall all times during the Term remain subject and subordinate to the Lease and will terminate in any event upon the termination of the Lease, 14. RETURN OF AIRCRAFT. 14.1 Date of Retum. Sublessees shall return the Aircraft to Sublessor (or, as applicable, to such other party as is entitled to possession of the Aircraft pursuant to the consent 15and agreement delivered by the Sublessees under the Sublease Security Assignment) on the Termination Date in accordance with the terms and conditions of the Article 23 of the Lease and cause any filings with relevant aviation authorities to be cancelled 14.2 Return Location. Sublessees shall return the Aircraft to Subl applicable, to such other party as is entitled to possession of the Aircraft pursuant to th and agreement delivered by the Sublessces under the Sublease Security Assignment) in Bogota, Colombia, or at such other location as the parties hereto may agree 14.3 Condition of Aircraft. At retum of the Aircraft to Sublessor (or, as applicable, to such other party as is entitled to possession of the Aircraft pursuant to the consent and agreement delivered by the Sublessees under the Sublease Security Assignment), the Aircraft shall be in full compliance with all of the return conditions set forth in Article 23 of the Lease, . 144 Return Acceptance . Upon return of the Aircraft in accordance with the terms of this Sublease on the Termination Date, each Sublessee shall prepare and execute two (2) Return Acceptance Certificates in the form and substance of Exhibit D hereto and Sublessor will countersign and return one (1) such Return Acceptance Certificate to each such Sublessee. DELIVERY BY SUBLESSOR TO EACH SUBLESSEE OF THE RETURN ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN SUCH SUBLESSEE AND SUBLESSOR THAT SUBLESSOR’S REPRESENTATIVES HAVE, EXAMINED AND INVESTIGATED THE AIRCRAFT, THAT THE AIRCRAFT AND THE AIRCRAFT DOCUMENTS AND RECORDS ARE SATISFACTORY TO SUBLESSOR AND THAT SUBLESSOR HAS IRREVOCABLY AND UNCONDITIONALLY ACCEPTED THE AIRCRAFT WITHOUT ANY RESERVATIONS WHATSOEVER (EXCEPT AS EXPRESSLY NOTED THEREIN). 15, DEFAULT OF SUBLESSEES »f Default. The occurrence of any of the following shall constitute an event of default (each, a “Sublease Event of Default”) under this Sublease (whether any such event shall be voluntary, involuntary or come about or be effected by operation of law or pursuant to or in compliance with any law): (a) There shall occur and be continuing an Event of Default under the Lease; or (b) _ Sublessees or any Sublessee shall fail to make any payment of Rent required under or in connection with this Sublease or the Lease when due hereunder or thereunder and such failure shall continue for five (5) Business Days after its due date; or (c) Sublessees or any Sublessee shall fail to make any other payment obligation required under or in connection with this Sublease or the Lease when due hereunder or thereunder and such failure shall continue for ten (10) Business Days after its due date; or (@) —Sublessees or any Sublessee shall fail to procure and maintain any insurance required by this Sublease or the Lease shall operate the Aircrafi outside the scope of the insurance coverage maintained with respect to the Aircraft; or to(©) Any Sublessee shall fail to perform or observe in any material respect any of the representations, warranties, covenants, conditions or agreements to be performed or observed by such Sublessee hereunder or by the Sublessor under this Sublease (other than any representation, warranty, covenant, condition or agreement relating to matters covered by paragraphs (a), (b) and (©) above) and such failure shall continue for a period in excess of thirty (30) days after receipt of written notice thereof by the party to whom the obligation is owed by such Sublessee; provided, that if the failure to perform or observe any such covenant, obligation, condition or agreement results from labor disputes, civil commotion, governmental or regulatory action, acts of God or other similar causes which are beyond the Sublessee’s control, such failure shall not be a Sublease Event of Default unless it shall continue unremedied for a period of sixty (60) days after written notice thercof is given to such Sublessee; or (f) Any representation or warranty made by Sublessees or any Sublessee herein or in any document or certificate furnished to Sublessor in connection herewith or pursuant hercto shall prove to have been incorrect in any material respect when made; or () _Sublessees or any Sublessee voluntarily suspends substantially all of its airline operations or the franchises, concessions, permits, righis or privileges required for the conduct of the business and operations of such Sublessee as a certificated air carrier are revoked, canceled or otherwise terminated, or any Sublessee ceases to be a “foreign air carrier” within the meaning used by the Act, or as a result of any of the foregoing the preponderant business activity of such Sublessee shall cease to be that of a commercial airline; or (h) (i) Sublessees or any Sublessee shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to them or it, as the case may be, or secking to adjudicate them or it, as the case may be, a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to them or it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Sublessee shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Sublessees or any Sublessee any case, proceeding or other action of a nature referred to in section (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Sublessees or any Sublessee any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof, or (iv) Sublessees or any Sublessee shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in section (i), (ii), or above; or (v) Sublessees or any Sublessee shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (i) __ Sublessees or any Sublessee shall at any time take deliberate actions which have the effect of rendering the Aircraft or any item of item of equipment unairworthy, or causing the certificate of airworthiness for the Aircraft to be withdrawn; or(i) This Sublease shall cease to be a valid and enforceable agreement and in full force and effect for any reason as a result of any action or inaction of Sublessees or any Sublessee; or (6) Any law, regulation, decision, directive (whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the general practice of the person to whom the regulation, decision or directive is addressed) or any change therein or any act of any authority or agency of or in Colombia, Costa Rica, Ecuador or El Salvador, as the case may be, any order of any court precludes the due performance and fulfillment or materially affects or impairs or is likely to materially affect or impair the validity of this Sublease or the Lease or of any provision thereof in any respect which the Lessor or any of the Financing Parties consider to be material; or () An encumbrancer takes possession of, or a trustee, administrator, administrative receiver, receiver or similar officer is appointed in respect of all or any material part of the business or assets of Sublessees or any Sublessee, or distress or any form of execution is levied or enforced upon or sued out against any such assets and is not discharged within sixty (60) days of being levied, enforced, or sued out; or any Lien which may for the time being affect any of any Sublessees’ assets becomes enforceable; or (m) _ Sublessces or any Sublessee becomes unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or interest) with respect to all or any class of its debts or admits any of the foregoing in writing; or (®) A petition is presented or a meeting is convened (other than by the Sublessees) for the purpose of considering a resolution or other steps are taken for making an administration order against or for the winding up of any Sublessee or an administration order or a winding up order is made against any Sublessee unless such Sublessee is taking appropriate steps to have such order lifted and such order is (other than for the purposes of and followed by a reconstruction previously approved in writing by the Lessor or any of the Financing Parties, unless during or following such reconstruction such Sublessee becomes or is declared to be insolvent) lifted after not more than sixty (60) days; or (0) Anything analogous to any of the events specified in paragraphs (k), (I), (m), or (n) of this Section 15.1 occurs under the laws of any applicable jurisdiction; or (p) _Sublessees or any Sublessee shall lose the benefit of or fail to maintain any consent, authorization, license or approval of or registration with any Government Entity or the same may be materially modified so that the ability of Sublessees or such Sublessee to operate as an international air carrier is materially adversely affected; or (q)___ Ifthe Aircraft or any part thereof shall at any time (except as specifically permitted by this Sublease or as contemplated in the definition of Event of Loss) not be in the possession and control of any Sublessee or Sublessor or shall be subject to any Lien (other than Permitted Liens); or (1) Ifany consent, authorization, license or approval of or registration with any public or governmental authority required by any Sublessee to authorize the execution, delivery, validity or enforceability of this Sublease or any of the documents in connection therewith or theperformance by any Sublessee of their obligations hereunder or thereunder (including without limitation the Sublessees’ air operator's certificates with respect to aircraft of the type of the Aircrafi, or any air transport license or other license or authorization relating to the operation of the Aircraft for the transport of passengers or cargo) are materially modified or are not granted or are revoked, suspended, withdrawn or terminated, or expire and are not renewed unless such Sublessee diligently takes steps to reinstate or remedy such permits, licenses, authorizations, or approvals for a period not to exceed thirty (30) days from the date of notification that such permit, license, authorization or approval shall expire: provided that the registration of the Aircraft and any aircraft mortgage are not affected by such expiration; or (8) The Sublessor or Lessor reasonably determines that their respective rights or the rights of the Owner or any of the Financing Parties under the Lease will be materially and adversely affected by any other event, circumstance or state of affairs affecting the financial condition of the Sublessees or their ability to perform any of their obligations under this Sublease; or () Failure to replace or renew any of the powers of attorney required pursuant to Section 2.3 of the Sublease Security Assignment or Section 11.1(b)(ii) of this Sublease at least five (5) Business Days prior to the termination of such power by statutory or judicial mandate or other operation of Law, or the unilateral revocation or cancellation of such powers without replacement, and in any case occurring prior to the later to occur of the end of the term of this Sublease and the satisfaction of any obligation of Sublessor or Sublessee under this Sublease or the Sublease Security Assignment 15.2 Remedies. Upon the occurrence of any Sublease Event of Default and so long as the same shall be continuing, Sublessor shall have the right to terminate this Sublease either, at its discretion, in whole, as to all Sublessees, or in part, as to the defaulting Sublessee(s); and at any time thereafter, so long as any Sublease Events of Default shall be continuing, Sublessor may (in addition to such other rights and remedies which Sublessor may have by statute or otherwise but subject to any mandatory requirements of applicable law) (a) demand in writing that either Sublessees, or the defaulting Sublessee(s), as applicable, return promptly all or such part of the Aircraft as Sublessor may demand in the manner and condition required by Section 14 hereof; or (b) Sublessor may enter upon the premises where the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise, all without liability to Sublessor for or by reason of such entry or taking of possession or removal, whether for the restoration of damage to property caused by such entry or taking, or otherwise, except damage caused by Sublessor’s gross negligence or willful misconduct; or (c) proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Sublessees or the defaulting Sublessee(s), in its absolute discretion, of the applicable covenants of this Sublease or to rescind this Sublease. Without limiting Sublessor’s rights and remedies above, upon the occurrence of any Sublease Event of Default under Section 15.1(a) above and so long as the same shall be continuing, Lessor shall have the right to terminate this Sublease and all of Sublessees” rights hereunder; and at any time thereafter, so long as the Sublease Events of Default under Section 15.1(a) shall be continuing, Lessor may (in addition to such other rights and remedies which Lessor may have by statute or otherwise (including without limitation the Sublease Security Assignment) but subject to any mandatory requirements of applicable law) (a) demand that Sublessce, and Sublessees orany Sublessee shall upon the written demand of Lessor return promptly all or such part of the Aircraft as Lessor may demand in the manner and condition required by Section 14 hereof; or (b) Lessor, at its option, may enter upon the premises where the Aircraft is located and take material control and immediate possession of and remove the same by summary proceedings or otherwise, all without liability to Lessor for or by reason of such entry or taking of possession or removal, whether for the restoration of damage to property caused by such entry or taking, or otherwise, except damage caused by Lessor’s gross negligence or willful misconduct; or (e) proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Sublessees and each Sublessee of the applicable covenants of this Sublease or to rescind this Sublease. 16. NOTICES 16.1 Manner of Sending Notices. Any communication or document to be made by one person to another pursuant to this Sublease shall be made in writing and in English and shall be delivered personally, or by courier (where the courier company is a reputable international or local company) or by fax communication to (unless that other person has by 15 days’ written notice to the parties specified another office address and/or fax number) that other person at the office address or fax number identified with its signature on the execution pages of this Sublease, and shall be deemed to have been made or delivered: (i) in the case of any communication made by fax, when transmission of such facsimile communication has been completed and such transmission has been separately acknowledged by such other person in a manner provided for herein; or (ii in the case of any communication made by courier, on the date of delivery as evidenced by the records of the courier company. Any notices provided under this Section 16.1 are subject to the provision that: (i) any communication or document to be made or delivered to the Lessor shall be effective only when received by the Lessor and then only if the same is expressly marked for the attention of the department or office identified with its signature (or such other department or officer as the Lessor shall from time to time specify for this purpose) and (ii) any notice received after close of business on any day shall not be deemed to have been received until commencement of business on the immediately succeeding Business Day. Notices will be sent: If to Sublessees: TACA INTERNATIONAL AIRLINE: Avenida El Espino y Boulevard Sur Santa Elena, Antiguo Cuscatlan La Libertad, El Salvador Attention: President Fax: (503) 2267-8151 Telephone: (503) 2247-3676 Email: david.aleman@avianca.com S.A, AVIANCA COSTA RICA, Apartado 1531-1000 San José, Costa Rica Altn: President