balance, if any, shall be paid over to or retained by Lessor as
additional collateral for Lessee's obligations hereunder until such time as such
Event of Default is no longer continuing or this Lease has been terminated (and
such amounts applied by Lessor); and
(y)
if such payments are received with respect to an Engine while
installed on an Airframe, so much of such payments remaining, after payment by
Lessee of any Stipulated Loss Value (as defined in the related Aircraft Lease)
payable under the Aircraft Lease relating to such Airframe after reimbursement
of Lessor for reasonable costs and expenses, shall be paid over to, or retained
by, Lessee, provided that Lessee shall have fully performed, or concurrently
therewith will fully perform, the terms of Section 10(a) with respect to the
Event of Loss for which such payments are made.
As between Lessor and Lessee, the insurance payments for any property damage
loss to the Engine not constituting an Event of Loss with respect thereto will
be applied in payment for repairs or for replacement property in accordance with
the terms of Sections 7 and 8, if not already paid for by Lessee, and any
balance (or if already paid for by Lessee, all such insurance proceeds)
remaining after compliance with such Sections with respect to such loss shall be
paid to Lessee.
(C)
REPORTS, ETC.
LESSEE WILL FURNISH, OR CAUSE TO BE FURNISHED, TO
LESSOR, ON OR BEFORE THE COMMENCEMENT DATE AND ON OR BEFORE JULY 1 IN EACH YEAR
THEREAFTER DURING THE TERM
A2-26
COMMENCING JULY, 2006, A REPORT, SIGNED BY AON RISK SERVICES, INC. OR ANY OTHER
INDEPENDENT FIRM OF INSURANCE BROKERS REASONABLY ACCEPTABLE TO LESSOR (THE
"INSURANCE BROKERS"), DESCRIBING IN REASONABLE DETAIL THE INSURANCE AND
REINSURANCE THEN CARRIED AND MAINTAINED WITH RESPECT TO THE ENGINE AND STATING
THE OPINION OF SUCH FIRM THAT THE INSURANCE THEN CARRIED AND MAINTAINED WITH
RESPECT TO THE ENGINE COMPLIES WITH THE TERMS HEREOF; PROVIDED, HOWEVER, THAT
ALL INFORMATION CONTAINED IN THE FOREGOING REPORT SHALL NOT BE MADE AVAILABLE BY
LESSOR TO ANYONE EXCEPT (A) TO PROSPECTIVE AND PERMITTED TRANSFEREES OF LESSOR'S
INTEREST WHO AGREE TO HOLD SUCH INFORMATION CONFIDENTIAL, (B) TO LESSOR'S
COUNSEL OR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OR INDEPENDENT INSURANCE
ADVISORS WHO AGREE TO HOLD SUCH INFORMATION CONFIDENTIAL, (C) AS MAY BE REQUIRED
BY ANY STATUTE, COURT OR ADMINISTRATIVE ORDER OR DECREE OR GOVERNMENTAL RULING
OR REGULATION OR AS MAY BE REQUESTED BY ANY REGULATORY AGENCY OR BODY HAVING
AUTHORITY OR (D) AS MAY BE NECESSARY FOR PURPOSES OF PROTECTING THE INTERESTS OF
ANY SUCH PERSON OR FOR THE ENFORCEMENT OF THIS LEASE BY LESSOR.
LESSEE WILL
CAUSE SUCH INSURANCE BROKERS TO AGREE TO ADVISE LESSOR IN WRITING OF ANY DEFAULT
IN THE PAYMENT OF ANY PREMIUM AND OF ANY OTHER ACT OR OMISSION ON THE PART OF
LESSEE OF WHICH IT HAS KNOWLEDGE AND WHICH MIGHT INVALIDATE OR RENDER
UNENFORCEABLE, IN WHOLE OR IN PART, ANY INSURANCE ON THE ENGINE.
TO THE EXTENT
SUCH AGREEMENT IS REASONABLY