TAKING OF POSSESSION OR REMOVING WHETHER FOR THE
RESTORATION OF DAMAGE TO PROPERTY CAUSED BY SUCH ACTION OR OTHERWISE.
SUBLESSEE
ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS TO RETURN THE AIRCRAFT IN THOSE
INSTANCES IS INCONTROVERTIBLE WITHOUT PREJUDICE TO ITS RIGHT TO DISPUTE ANY
AMOUNTS, DAMAGES, INTERESTS OR OTHER AMOUNTS CLAIMED BY SUBLESSOR UPON
TERMINATION OF THIS SUBLEASE AND AS SUCH THIS SUBLEASE WILL BE INCONTROVERTIBLE
WRITTEN EVIDENCE OF SUCH OBLIGATION OF SUBLESSEE TO RETURN THE AIRCRAFT WHICH
SUBLESSOR WILL BE ENTITLED TO ENFORCE VIA INJUNCTIVE ORDERS.
WITHOUT LIMITING
ANY OTHER PROVISION OF THIS SUBLEASE OR OF ANY OTHER OPERATIVE DOCUMENT, IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SUBLESSOR SHALL HAVE THE RIGHT
TO WITHHOLD OR SET-OFF AGAINST ALL AMOUNTS OTHERWISE PAYABLE TO SUBLESSEE
HEREUNDER OR UNDER THE AIRLINE SERVICES AGREEMENT OR UNDER ANY OTHER AIRCRAFT,
ENGINE, SPARE PARTS OR FACILITY LEASE OR SUBLEASE BETWEEN SUBLESSOR OR ANY
AFFILIATE THEREOF AND SUBLESSEE, ALL AS SECURITY FOR SUBLESSEE'S OBLIGATIONS AND
LIABILITIES UNDER THIS SUBLEASE 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 SUBLESSEE, AND ANY SUCH USE,
APPLICATION OR SETOFF SHALL BE ABSOLUTE, FINAL AND IRREVOCABLE;
(II)
SELL THE AIRCRAFT, AIRFRAME AND/OR ANY
ENGINE AT PUBLIC OR PRIVATE SALE, AS SUBLESSOR MAY DETERMINE, OR OTHERWISE
DISPOSE OF, HOLD, USE, OPERATE, LEASE TO OTHERS OR KEEP IDLE THE AIRCRAFT AS
SUBLESSOR, IN ITS SOLE DISCRETION, MAY DETERMINE, ALL FREE AND CLEAR OF ANY
RIGHTS OF SUBLESSEE AND WITHOUT ANY DUTY TO ACCOUNT TO SUBLESSEE 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 SUBLESSOR 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 AIRFRAME AND/OR ANY
ENGINE, SUBLESSOR, BY WRITTEN NOTICE TO SUBLESSEE SPECIFYING A PAYMENT DATE
WHICH SHALL BE A SUBLEASE PERIOD DATE NOT EARLIER THAN TEN (10) DAYS FROM THE
DATE OF SUCH NOTICE (SUCH SPECIFIED DATE, THE
A1-37
"TERMINATION DATE"), MAY DEMAND THAT SUBLESSEE PAY TO SUBLESSOR, AND SUBLESSEE
SHALL PAY SUBLESSOR, 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 AIRCRAFT DUE FOR SUBLEASE PERIODS COMMENCING ON OR AFTER THE TERMINATION
DATE), ANY UNPAID BASIC RENT DUE ON OR PRIOR TO THE TERMINATION DATE PLUS
WHICHEVER OF THE FOLLOWING AMOUNTS SUBLESSOR, IN ITS SOLE DISCRETION, SHALL
SPECIFY IN SUCH NOTICE (TOGETHER WITH INTEREST, IF ANY, ON SUCH AMOUNT AT THE
PAST DUE RATE FROM THE TERMINATION DATE UNTIL THE DATE OF ACTUAL PAYMENT OF SUCH
AMOUNT): (A) AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF (I) THE STIPULATED LOSS
VALUE FOR THE AIRCRAFT, COMPUTED AS OF THE TERMINATION DATE, OVER (II) THE
AGGREGATE FAIR MARKET RENTAL VALUE (COMPUTED AS