Common use of LOSS, DAMAGE AND REQUISITION Clause in Contracts

LOSS, DAMAGE AND REQUISITION. (a) Event of Loss with Respect to the Engine. Subject to the other provisions of this Section 11, upon an Event of Loss with respect to the Engine, Lessee shall forthwith (and, in any event, within five (5) Business Days after such occurrence) give Lessor written notice of such occurrence and within thirty (30) days after such occurrence give Lessor written notice of its election, subject to the terms hereof and of the Indenture, to perform one of the following two options (it being agreed that if Lessee shall not have given Lessor notice of such election within thirty (30) days after such occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be -60- 61 continuing at the time of such election or at the time of replacement: (i) within one hundred twenty (120) days (the "Replacement Period") after the date of the Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 11(b) hereof, to be subjected to the Lien of the Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the Engine, title to a replacement Engine, such replacement Engine (A) to be free and clear of all Liens (it being understood that, upon such conveyance, such replacement Engine may be subject to Permitted Liens), (B) to have a value, utility and remaining useful life, determined in accordance with the Appraisal Procedure as provided in Section 11(b) hereof, at least equal to, and to be in at least as good operating condition as, the Engine (assuming the Engine was maintained in accordance with the requirements of this Agreement, whether or not it is in fact so maintained), and (C) to be another IAE V2500 Engine of like model and equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988 or, at Lessee's option, an IAE engine of an improved model and in compliance with Section 11(b); provided that if Lessee shall not perform its obligation to effect such replacement under this clause by the end of the Replacement Period, Lessee shall then be deemed to have elected to comply, and shall comply, with the provisions of clause (ii) of this Section 11(a); provided, further, that the payment specified therein shall be deemed to have become due and payable on the Stipulated Loss Value Date occurring on or immediately preceding the last day of the Replacement Period. Upon compliance with the foregoing, Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that the Engine is free and clear of Lessor's Liens), all of Lessor's right, title and interest, if any, in and to the Engine suffering the Event of Loss. For all purposes hereof, a replacement Engine shall be deemed part of the property leased hereunder and shall be deemed the "Engine" as defined herein. No Event of Loss resulting in replacement of the Engine under this Section 11(a)(i) shall result in any reduction of Rent. In addition to the foregoing, if Lessor so requests, as a condition to any substitution of the Engine under this Lease, Lessee shall use its best efforts to ensure that IAE acknowledges that such substitution shall not affect any product support or other agreements between or among IAE, Parent, Lessor or Lessee.

LOSS, DAMAGE AND REQUISITION. (a) Event of Loss with Respect to the EngineAirframe. Subject to the other provisions of this Section 11, upon an Event of Loss with respect to the EngineAirframe or the Airframe and any Engines then installed thereon, Lessee shall forthwith (and, in any event, within five (5) Business Days after such occurrence) give Lessor written notice of such occurrence and within thirty (30) days after such occurrence give Lessor written notice of its election, subject to the terms hereof and of the Indenture, to perform one of the following two options (it being agreed that if Lessee shall not have given Lessor notice of such election within thirty (30) days after such occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be -60- 61 continuing at the time of such election or at the time of replacement:to (i) within one hundred twenty (120) days (the "Replacement Period") after the date of the Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 11(b11(c) hereof, to be subjected to the Lien of the Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the EngineAirframe and such Engines then installed thereon, title to a replacement EngineAirframe (together with the same number of replacement Engines as the Engines), such replacement Engine Airframe and Engines (A) to be free and clear of all Liens (it being understood that, upon such conveyance, such replacement Engine Airframe and replacement Engines may be subject to Permitted Liens), (B) to have a value, utility and remaining useful life, determined in accordance with the Appraisal Procedure as provided in Section 11(b11(c) hereof, at least equal to, and to be in at least as good operating condition as, the Engine Airframe and the Engines, if any, so replaced (assuming the Engine was Airframe and the Engines were maintained in accordance with the requirements of this Agreement, whether or not it is they are in fact so maintained), and (C) to be another IAE V2500 Engine of a like Airbus A320-231 model and aircraft with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988 orand, at Lessee's optionin the case of Engines, an IAE engine of an improved model and in compliance with Section 11(b); provided that if Lessee shall not perform its obligation to effect such replacement under this clause by the end of the Replacement Period, Lessee shall then be deemed to have elected to comply, and shall comply, with the provisions of clause (ii) of this Section 11(a); provided, further, that the payment specified therein shall be deemed to have become due and payable on the Stipulated Loss Value Date occurring on or immediately preceding the last day of the Replacement Period. Upon compliance with the foregoing, Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that the Engine is such Airframe and Engines are free and clear of Lessor's Liens), all of Lessor's right, title and interest, if any, in and to the Airframe and the Engines suffering the Event of Loss as well as all of Lessor's right, title and interest in and to any Engine suffering constituting part of the Aircraft and replaced as provided above but not installed thereon at the time of the Event of Loss. For all purposes hereof, a replacement Airframe shall (ii) On a Stipulated Loss Value Date on or before one hundred twenty (120) days after the date of the Event of Loss (or, if earlier, with respect to insurance proceeds, on the date on which insurance proceeds with respect to the Event of Loss are received by the loss payee) Lessee shall pay to Lessor in immediately available funds the sum of (A) the Stipulated Loss Value of the Aircraft as shown on Exhibit A for such Stipulated Loss Value Date, plus all Basic Rent or Renewal Rent, as the case may be, payable on each Basic Rent Payment Date or Renewal Rent Payment Date, respectively, prior to the date of payment of such Stipulated Loss Value which has not been paid when due, plus, if such Stipulated Loss Value Date is also a Basic Rent Payment Date or a Renewal Rent Payment Date, the amount of Basic Rent or Renewal Rent, as the case may be, payable by Lessee on such Stipulated Loss Value Date, or, if such Stipulated Loss Value Date occurs after the last day of the Term, plus an amount equal to the average daily Basic Rent or Renewal Rent, as the case may be, in effect on the last day of the Term, for each day from and including the last day of the Term to and excluding such Stipulated Loss Value Date, and (B) all Supplemental Rent payable, whereupon (1) the obligation of Lessee to pay Basic Rent or Renewal Rent, as the case may be, hereunder with respect to the Aircraft for any period commencing after the date on which such Stipulated Loss Value is paid shall terminate; provided that Lessee shall remain liable for, and shall pay on or before the date the Stipulated Loss Value and Supplemental Rent are paid, all payments of Basic Rent or Renewal Rent, as the case may be, for the Aircraft due on or before the date of such payment of Stipulated Loss Value and Supplemental Rent, (2) the Term shall terminate with respect to such Aircraft, and (3) Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe and Engines are free and clear of Lessor's Liens), all of Lessor's right, title and interest, if any, in and to the Airframe and Engines suffering the Event of Loss, as well as all of Lessor's right, title and interest, if any, in and to any Engine shall be deemed constituting part of the property leased hereunder and shall be deemed Aircraft but not installed thereon at the "Engine" as defined herein. No time of the Event of Loss. (b) Event of Loss resulting in replacement with Respect to an Engine. Upon an Event of the Loss with respect to an Engine under this Section 11(a)(i) shall result in any reduction of Rent. In addition to the foregoing, if Lessor so requests, as a condition to any substitution of the Engine under this Leaseonly, Lessee shall use give Lessor prompt written notice thereof and shall, at its best efforts own cost and expense, within sixty (60) days after -68- 70 the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to ensure that IAE acknowledges such Replacement Engine and the Lien of the Indenture on such Replacement Engine; (v) furnish a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (vi) furnish such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(b), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(b), in each case in form and substance satisfactory to such party; (vii) furnish such Uniform Commercial Code financing statements covering the Replacement Engine as may be requested by Lessor or Indenture Trustee (if the Lien of the Indentures has not been discharged); (viii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such substitution shall not affect any product support or other agreements between or among IAE, Parent, replacement will have no adverse tax consequences to Lessor or Lessee.and Owner Participant; (ix) furnish the appraisal referred to above; and (x) furnish Owner Trustee and Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(b),

LOSS, DAMAGE AND REQUISITION. (a) Event of Loss with Respect to the EngineAirframe. Subject to the other provisions of this Section 11, upon an Event of Loss with respect to the EngineAirframe or the Airframe and any Engines then installed thereon, Lessee shall forthwith (and, in any event, within five (5) Business Days after such occurrence) give Lessor written notice of such occurrence and within thirty (30) days after such occurrence give Lessor written notice of its election, subject to the terms hereof and of the Indenture, to perform one of the following two options (it being agreed that if Lessee shall not have given Lessor notice of such election within thirty (30) days after such occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be -60- 61 continuing at the time of such election or at the time of replacement: (i) within Within one hundred twenty (120) days (the "Replacement Period") after the date of the Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 11(b11(c) hereof, to be subjected to the Lien of the Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the EngineAirframe and such Engines then installed thereon, title to a replacement EngineAirframe (together with the same number of replacement Engines as the Engines), such replacement Engine Airframe and Engines (A) to be free and clear of all Liens (it being understood that, upon such conveyance, such replacement Engine Airframe and replacement Engines may be subject to Permitted Liens), (B) to have a value, utility and remaining useful life, determined in accordance with the Appraisal Procedure as provided in Section 11(b11(c) hereof, at least equal to, and to be in at least as good operating condition as, the Engine Airframe and the Engines, if any, so replaced (assuming the Engine was Airframe and the Engines were maintained in accordance with the requirements of this Agreement, whether or not it is they are in fact so maintained), and (C) to be another IAE V2500 Engine of a like Airbus A320-231 model and aircraft with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988 orand, at Lessee's optionin the case of Engines, an IAE engine of an improved model and in compliance with Section 11(b); provided that if Lessee shall not perform its obligation to effect such replacement under this clause by the end of the Replacement Period, Lessee shall then be deemed to have elected to comply, and shall comply, with the provisions of clause (ii) of this Section 11(a); provided, further, that the payment specified therein shall be deemed to have become due and payable on the Stipulated Loss Value Date occurring on or immediately preceding the last day of the Replacement Period. Upon compliance with the foregoing, Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that the Engine is free and clear of Lessor's Liens), all of Lessor's right, title and interest, if any, in and to the Engine suffering the Event of Loss. For all purposes hereof, a replacement Engine shall be deemed part of the property leased hereunder and shall be deemed the "Engine" as defined herein. No Event of Loss resulting in replacement of the Engine under this Section 11(a)(i) shall result in any reduction of Rent. In addition to the foregoing, if Lessor so requests, as a condition to any substitution of the Engine under this Lease, Lessee shall use its best efforts to ensure that IAE acknowledges that such substitution shall not affect any product support or other agreements between or among IAE, Parent, Lessor or Lessee.Replacement

LOSS, DAMAGE AND REQUISITION. (a) Event of Loss with Respect to the EngineAirframe. Subject to the other provisions of this Section 11, upon an Event of Loss with respect to the Engine, Lessee shall forthwith (and, in any event, within five (5) Business Days after such occurrence) give Lessor written notice of such occurrence and within thirty (30) days after such occurrence give Lessor written notice of its election, subject to the terms hereof and of the Indenture, to perform one of the following two options (it being agreed that if Lessee shall not have given Lessor notice of such election within thirty (30) days after such occurrence, Lessee shall be deemed to have elected to perform the option set forth in the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be -60- 61 continuing at the time of such election or at the time of replacement:an (i) within Within one hundred twenty (120) days (the "Replacement Period") after the date of the Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 11(b11(c) hereof, to be subjected to the Lien of the Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the EngineAirframe and such Engines then installed thereon, title to (or, so long as the Foreign Lease Agreement is in effect, beneficial ownership of) a replacement EngineAirframe (together with the same number of replacement Engines as the Engines), such replacement Engine Airframe and Engines (A) to be free and clear of all Liens (it being understood that, upon such conveyance, such replacement Engine Airframe and replacement Engines may be subject to Permitted Liens), (B) to have a value, utility and remaining useful life, determined in accordance with the Appraisal Procedure as provided in Section 11(b11(c) hereof, at least equal to, and to be in at least as good operating condition as, the Engine Airframe and the Engines, if any, so replaced (assuming the Engine was Airframe and the Engines were maintained in accordance with the requirements of this Agreement, whether or not it is they are in fact so maintained), and (C) to be another IAE V2500 Engine of a like Airbus A320-231 model and aircraft with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988 orand, at Lessee's optionin the case of Engines, an IAE engine of an improved model and in compliance with Section 11(b); provided that if Lessee shall not perform its obligation to effect such replacement under this clause by the end of the Replacement Period, Lessee shall then be deemed to have elected to comply, and shall comply, with the provisions of clause Replacement (ii) On a Stipulated Loss Value Date on or before one hundred twenty (120) days after the date of this Section 11(a); providedthe Event of Loss (or, furtherif earlier, that with respect to insurance proceeds, on the payment specified therein date on which insurance proceeds with respect to the Event of Loss are received by the loss payee) Lessee shall be deemed pay to have become due and payable on Lessor in immediately available funds the sum of (A) the Stipulated Loss Value of the Aircraft as shown on Exhibit A for such Stipulated Loss Value Date, plus all Basic Rent or Renewal Rent, as the case may be, payable on each Basic Rent Payment Date occurring or Renewal Rent Payment Date, respectively, prior to the date of payment of such Stipulated Loss Value which has not been paid when due, [plus, if such Stipulated Loss Value Date is also a Basic Rent Payment Date or a Renewal Rent Payment Date, the amount of Basic Rent or Renewal Rent, as the case may be, payable by Lessee on or immediately preceding such Stipulated Loss Value Date, or, if such Stipulated Loss Value Date occurs after the last day of the Replacement Period. Upon compliance with the foregoing, Lessor will, subject Term,] plus an amount equal to the rights of any insurersaverage daily Basic Rent or Renewal Rent, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that as the Engine is free and clear of Lessor's Liens), all of Lessor's right, title and interest, if anycase may be, in effect on the last day of the Term, for each day from and including the last day of the Term to and excluding such Stipulated Loss Value Date, and (B) all Supplemental Rent payable, whereupon (1) the obligation of Lessee to pay Basic Rent or Renewal Rent, as the case may be, hereunder with respect to the Engine suffering Aircraft for any period commencing after the Event of Loss. For all purposes hereof, a replacement Engine shall be deemed part of the property leased hereunder and shall be deemed the "Engine" as defined herein. No Event of Loss resulting in replacement of the Engine under this Section 11(a)(i) shall result in any reduction of Rent. In addition to the foregoing, if Lessor so requests, as a condition to any substitution of the Engine under this Lease, Lessee shall use its best efforts to ensure that IAE acknowledges that such substitution shall not affect any product support or other agreements between or among IAE, Parent, Lessor or Lessee.date on which such