ENTER UPON THE PREMISES WHERE ALL OR ANY PART OF THE ENGINE OR ANY
PART IS LOCATED AND
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TAKE IMMEDIATE POSSESSION OF AND REMOVE THE SAME, WITHOUT THE NECESSITY OF FIRST
INSTITUTING PROCEEDINGS, OR BY SUMMARY PROCEEDINGS OR OTHERWISE, AND LESSEE
WAIVES ANY RIGHT IT MAY HAVE UNDER APPLICABLE LAW TO A HEARING PRIOR TO
REPOSSESSION OF THE ENGINE OR PART (AND/OR, AT LESSOR'S OPTION, STORE THE SAME
AT LESSEE'S PREMISES UNTIL DISPOSAL THEREOF BY LESSOR), ALL WITHOUT LIABILITY
ACCRUING TO LESSOR FOR OR BY REASON OF SUCH ENTRY OR TAKING OF POSSESSION OR
REMOVING WHETHER FOR THE RESTORATION OF DAMAGE TO PROPERTY CAUSED BY SUCH ACTION
OR OTHERWISE.
LESSEE ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS TO RETURN THE
ENGINE IN THOSE INSTANCES IS INCONTROVERTIBLE WITHOUT PREJUDICE TO ITS RIGHT TO
DISPUTE ANY AMOUNTS, DAMAGES, INTERESTS OR OTHER AMOUNTS CLAIMED BY LESSOR UPON
TERMINATION OF THIS LEASE AND AS SUCH THIS LEASE WILL BE INCONTROVERTIBLE
WRITTEN EVIDENCE OF SUCH OBLIGATION OF LESSEE TO RETURN THE ENGINE WHICH LESSOR
WILL BE ENTITLED TO ENFORCE VIA INJUNCTIVE ORDERS.
WITHOUT LIMITING ANY OTHER
PROVISION OF THIS LEASE OR OF ANY OTHER OPERATIVE DOCUMENT, IF AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, LESSOR SHALL HAVE THE RIGHT TO WITHHOLD
OR SET-OFF AGAINST ALL AMOUNTS OTHERWISE PAYABLE TO LESSEE HEREUNDER OR UNDER
THE AIRLINE SERVICES AGREEMENT OR UNDER ANY OTHER AIRCRAFT, ENGINE, SPARE PARTS
OR FACILITY LEASE OR SUBLEASE BETWEEN LESSOR OR ANY AFFILIATE THEREOF AND
LESSEE, ALL AS SECURITY FOR LESSEE'S OBLIGATIONS AND LIABILITIES UNDER THIS
LEASE AND THE OTHER OPERATIVE DOCUMENTS, AND TO USE AND APPLY IN WHOLE OR IN
PART ANY OR ALL OF SUCH AMOUNTS AND SET-OFFS TO AND AGAINST SUCH OBLIGATIONS AND
LIABILITIES OF LESSEE, AND ANY SUCH USE, APPLICATION OR SETOFF SHALL BE
ABSOLUTE, FINAL AND IRREVOCABLE;
(II)
SELL THE ENGINE AT PUBLIC OR PRIVATE SALE, AS LESSOR MAY
DETERMINE, OR OTHERWISE DISPOSE OF, HOLD, USE, OPERATE, LEASE TO OTHERS OR KEEP
IDLE THE ENGINE AS LESSOR, IN ITS SOLE DISCRETION, MAY DETERMINE, ALL FREE AND
CLEAR OF ANY RIGHTS OF LESSEE AND WITHOUT ANY DUTY TO ACCOUNT TO LESSEE WITH
RESPECT TO SUCH ACTION OR INACTION OR FOR ANY PROCEEDS WITH RESPECT THERETO,
EXCEPT AS HEREINAFTER SET FORTH IN THIS SECTION 15;
(III)
WHETHER OR NOT LESSOR SHALL HAVE EXERCISED, OR SHALL THEREAFTER
AT ANY TIME EXERCISE, ANY OF ITS RIGHTS UNDER PARAGRAPH (A) OR PARAGRAPH
(B) ABOVE WITH RESPECT TO THE ENGINE, LESSOR, BY WRITTEN NOTICE TO LESSEE
SPECIFYING A PAYMENT DATE WHICH SHALL BE A LEASE PERIOD DATE NOT EARLIER THAN
TEN (10) DAYS FROM THE DATE OF SUCH NOTICE (SUCH SPECIFIED DATE, THE
"TERMINATION DATE"), MAY DEMAND THAT LESSEE PAY TO LESSOR, AND LESSEE SHALL PAY
LESSOR, ON THE TERMINATION DATE, AS LIQUIDATED DAMAGES FOR LOSS OF A BARGAIN AND
NOT AS A PENALTY (IN LIEU OF THE INSTALLMENTS OF BASIC RENT FOR THE ENGINE DUE
FOR LEASE PERIODS COMMENCING ON OR AFTER THE TERMINATION DATE), ANY UNPAID BASIC
RENT DUE