(IV) IS
ATTRIBUTABLE, IN THE CASE OF A PARTICULAR INDEMNIFIED PARTY, TO THE
INCORRECTNESS OF ANY REPRESENTATION OR WARRANTY OR THE BREACH OF ANY COVENANT OF
SUCH INDEMNIFIED PARTY IN THE LOAN DOCUMENTS, (V) IS ATTRIBUTABLE TO AMENDMENTS
TO THE LOAN DOCUMENTS NOT MADE IN ACCORDANCE WITH THE TERMS THEREOF, (VI)
CONSTITUTES AN ADMINISTRATIVE EXPENSE, (VII) ARISES BECAUSE OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT IN DISTRIBUTING FUNDS IN
ACCORDANCE WITH THE LOAN DOCUMENTS, (VIII) ARISES DUE TO A TRANSFER OR
DISPOSITION OF AN INDEMNIFIED PARTY'S INTEREST IN THE AIRCRAFT OR IN THE LOAN
DOCUMENTS OTHER THAN AS REQUIRED THEREIN OR FOLLOWING THE OCCURRENCE OF AN EVENT
OF DEFAULT OR (IX) RESULTS FROM ACTIONS OF AIRBUS OR AVSA IN THEIR RESPECTIVE
CAPACITIES AS MANUFACTURER AND SELLER OF THE AIRCRAFT.
(C)
IF (I) ANY PAYMENT OR PREPAYMENT OF
PRINCIPAL OF THE LOAN IS MADE BY THE BORROWER (OR ANY REPLACEMENT LENDER
PURSUANT TO SECTION 2.16) TO OR FOR THE ACCOUNT OF A LENDER OTHER THAN ON THE
LAST DAY OF THE INTEREST PERIOD FOR THE LOAN, AS A RESULT OF A PREPAYMENT
PURSUANT TO SECTION 2.8, ACCELERATION PURSUANT TO SECTION 6.1 OR FOR ANY OTHER
REASON OR (II) THE LOAN IS CONVERTED FROM BEING BASED ON THE EURODOLLAR RATE TO
BEING BASED ON A SUBSTITUTE RATE PURSUANT TO SECTION 2.10 OTHER THAN ON THE LAST
DAY OF THE INTEREST PERIOD FOR THE LOAN, THE BORROWER SHALL, UPON DEMAND BY SUCH
LENDER (WITH A COPY OF SUCH DEMAND TO THE AGENT), PAY TO THE AGENT FOR THE
ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE SUCH LENDER FOR ANY
ADDITIONAL LOSSES, COSTS OR EXPENSES THAT IT MAY REASONABLY INCUR AND AS ARE SET
FORTH IN REASONABLE DETAIL IN A CERTIFICATE FURNISHED TO THE BORROWER WITHIN 90
DAYS AFTER THE INCURRENCE OF SUCH LOSS, COST OR EXPENSE AS A RESULT OF SUCH
PAYMENT OR CONVERSION (AS THE CASE MAY BE), INCLUDING, WITHOUT LIMITATION, ANY
LOSS (INCLUDING LOSS OF ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY REASON
OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH
LENDER TO FUND OR MAINTAIN THE LOAN.
32
(D)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE
BORROWER CONTAINED IN SECTIONS 2.9, 2.10, 2.12, 2.13 AND 8.4 SHALL SURVIVE THE
PAYMENT IN FULL OF PRINCIPAL, INTEREST AND ALL OTHER AMOUNTS PAYABLE HEREUNDER
AND UNDER THE NOTES.
SECTION 8.5.
Right of Setoff. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.1 to authorize the Administrative
Agent to declare the Notes relating to the Loan to be due and payable pursuant
to the provisions of Section 6.1, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special,