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    GTA 707303

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    15 views31 pages

    Gta 707303

    Uploaded by

    Roger Quinteros

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    © All Rights Reserved
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    ENGINE LEASE GENERAL TERMS AGREEMENT (Contract No. 2011-303 GTA) ‘This ENGINE LBASE GENERAL TERMS AGREEMENT (the “GTA”) is dated as of the 12 dy of Jan, 2011, between AEROSPACE TRADING, LLC, a Florida limited liability company, with its principal place of business at 7223 NW 46* Street, Miami, Florida 33166 ("Lessor") and Aerosur Airlines {A , a Boliva corporation, with its principal place of business at AV Irala # 616 Santa Ceu. De LA Sierra, Bolivia ("Lessee") WITNESSETH WHEREAS, Lessor desires to lease Engines to Lessee, from time to time as requested by Lessee, and Lessee desires to lease the Engines from Lessor; and NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1, AGREEMENT TO LEASE Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, subject (0 the terms and conditions herein contained, from time to time as requested by Lessce, one or more aircraft gas turbine engine(s) together with any and all records, stands, components, and QEC accessories as more fully identified in the applicable Lease Agreement, as hereinafter defined, executed and delivered between Lessor and Lessee, (hereinafter referred to individually as an "Engine" or collectively as the “Engines"). 2, TERM 2.1 This GTA shall be effective upon its execution and delivery and shall be for a term of three (3) years, but shall not expire before the expiration or termination of all Lease Agreements subject hereto, unless this GTA is otherwise terminated in accordance with the terms hereof. 2.2 Lessee shall notify Lessor when it desires to lease an Engine under this GTA and the expected uration of the Lease term, Lessor will respond promptly with a notice confitming the availability of an Engine and providing technical information on the Engine or notifying Lessee that an Engine is not then available due to any circumstances within Lessor’s sole disoretion. If an Engine is available, the parties shail implement the terms of this GTA with respect to such Engine by exchanging signed counterparts of aa Lease Agreement substantially in the form set forth in Exhibit A attached hereto and made a part hereof (ihe “Lease Agreement”). ‘The term of each Lease Agreement with respect to each Engine shall commence on the Delivery Date for such Engine as set forth in the Lease Agreement and shall terminate oon the Termination Date as hereinafter defined (the "Term*). Each Lease Agreement hereto shall be sequentially numbered 23 Bach Lease Agreement shall expire on the date specified thercin. ‘The expiration of any Lease ‘Agreement, or all of them, shall not cause a termination of this GTA, 2.4 — Lessor may terminate this GTA and any and all Lease Agreements in accordance with the terms of this GTA on the occurrence of an Event of Default as defined in Section 17 hereof. iw 2.5 ‘The termination date (hereinafter referred to as the "Termination Date") for each Lease ‘Agreement shall be the earlier of: (i) the expiration date specified in the Lease Agreement; or (ii) the date (of Lessor’s election to terminate the Lease Agreement on occurrence of an Event of Default as specified in Section 2.4 hereof, On the Terinination Date, Lessee shall return the leased Engine for which the Lease Agreement has been terminated to Lessors facility in Miami, Florida (or an alternate location as, mutually agreed between Lessor and Lessee), in accordance with the terms of this GTA and the Lease Agreement. 3. RENT 3.1 Lessee shall pay the amounts specified in the applicable Lease Agreement for each Engine leased hhercunder (hereinafter referred to collectively as 3.2 This is a Net Lease, Lessees obligation to pay Rent hereunder shall begin on the Delivery Date for each Engine and shall be absolute and unconditional and shall not be subject to any offset, deduction, recoupment, withholding or defense of any kind including any rights that Lessee may have aguinst Lessor of any other person whatsoever, all in accordance with and as more specifically set forth in Section 19 herein below. 3.3 All Rent shall be paid in United States Dollars and shall be mnade (i) by company check of Lessee payable to Lessor and delivered to Lessor’s adilress as stated in the opening paragraph hereof, or (i) by \wire transfer in immediately available funds to Lessor's account at: Bank: Bank of America 1500 South Dixie Highway Coral Gables, Florida 33146 026009593 5483689182 BOPAUS3N Aerospace Trading, LLC or such other account as Lessor may from time to time specify, Lessee shall bear all wire transfer expenses. 3.4 Rent not paid within fifteen (15) days from the due date thereof shall bear interest at the rate of ‘one thirtieth (1/30) of one percent (196) per day until paid in full ("Past Due Rate”). In no event shall the Past Duc Rate exceed the rate permitted by applicable law, In the event that the Past Due Rate exceeds the maximum legal rate, the Past Due Rate shall be amended to be equal to the maximum legal rate. In the event that Lessee does not return the Engine upon the Termination Date of any Lease Agreement oF the GTA itself, the GTA shall remain in full force and effect and the Lessee shall be liable at the holdover rental rate of one hundred fifty percent (150%) (the “Holdover Rental Rate”) of each element of Rent for ‘each Engine until the Engine is returned, 4. SECURITY DEPOSIT 4.1 Asa security deposit ("Security Deposit") Lessee shall at the time of the execution and delivery of each Lease Agrecient deposit with Lessor the amount specified in the subject Lease Agreement, 42 Each and every Security Deposit is received by Lessor as security forthe duc, timely, and faithful performange by Lessee of all of the terms and obligations ofthis GTA. Ifthe Lessee fails (@) to pay any Wwe Rents dae hereunder of (b) to perform any of the terms and conditions of this GTA, it shall bean Event of Default hereunder as set forth inthis GTA and thereupon Lessor may apply all or any portion of the Security Deposit in full or partial payment for sums due to Lessor from Lessee or to compensate Lessor for any sums ‘tually paid and costs incurred by Lessor in enforcing its rights under this GTA. Upon such use, Lessee shall be inanediately required to replenish the Security Deposit and the Event of Default shall vemain in existence until the Security Deposit is replenished, ‘The unapptied portion of the Security Deposit, without interest, shall be returned to Lessee upon payment of all sums due under and return of the Engine in accordance with each Lease Agreement 43. The Security Deposit shall remain the property of Lessee provided, however, all of Lessee's interest inand tothe Security Deposit or any other monies or assets held or possessed by Lessor are hereby pledged to Lessor anc Lessee hereby grants « general lien on and a first priority security interest in the Security Deposit and any assets of Lessee inthe possession of Lessor as security forthe performance of this GTA. CONDITIONS PRECEDENT 5.1 Lessor's obligation to lease the Engines fo Lessee shall be, unless expressly waived by Lessor, subject fo the receipt by Lessor ofthe following: ‘A. Copy of the original certificates signed by Lessee's existing insurers reasonably satisfactory to [Lessor as to the due compliance with the insurance provisions hereof with respect to the Engines; B. Subordination agreements ftom any owner, lessor or any party holding a security interest in or any tien oF encumbrance on any aircraft owned by or leased to Lessee on which the Engines will be ‘operated, unless the subject lease, security agreement of like document expressly provides for such Subordination wit respect to the Engines, and a copy of which shall have been provided to Lessor; n Exhibit A; C. _Theoriginal executed Lease Agreement for the Engine in the form set forth and D_ The Security Deposit for the Engi ‘A Consent to Financing in form acceptable to the Lessor. 5.2 In order to comply with the laws and regulations of the United States and the State of Florida, Lessee acknowledges and agrees that it shall cause this GTA and each Lease Agreement and Lessors interest as owner of the Engines to be kept filed and recorded and to be re-executed, refiled and rerceorded atall times in th offices ofthe applicable government agencies as required by the Laws ofthe United States and the Florida Uniform Commercial Code and in accordance with any and all other regulations or laws as Lessor may reasonably sequest, fo perfect and preserve Lessor’ and Lessor's Lender’s title and rights in and to the Engines hereunder, and shall, at its sole cost and expense, furnish to Lessor such other evidence satisfactory to Lessor of each such filing or re-filing and recordation or te-recordation; and Lessee shall also dio of cause to be done, at its sole cost and expense, any and all acts and things which may be required in ‘accordance withthe terms of this GTA or any and all acts and things which Lessor may reasonably request, to perfect and preserve the rights of Lessor in and to the Engines, Lessee agrees to cooperate with any reasonable request by Lessor fo undertake fo record and protect any mortgage and any lender's rights in the Engines including but not limited to consent to an assignment of this GTA and each Lease Agreement to any lender, All costs pertaining to recordation and legal opinions in and any other applicable jurisdiction shall be born by Lessee. 53. Lessee represents and warrants as follows: Ge ae : i 6 61 Agrecment ("Delivery Date") at Lessors faci ‘the Lessor in the Lease Agreement ("Delivery Location"). 62 Lessee is @ corporation duly organized end existing in good standing under the Laws of the Jurisdiction ofits organization as fst above noted and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this GTA: “This GTA has been duly authorized by all necessary corporate action on the part of Lessee, does not requte any approval of stockholders of Lessee (or if such approval is required, such approval has been obtained), and neither the execution and delivery hereof nor the consummation of the transaction contemplated hereby nor compliance by Lessce with any of the terms and provisions hereto will contravene any law applicable to Lessee or result in any breach of, or constitute any default under, or result in the creation of eny lien, cherge or encumbrance upon any property of Lessee ner, ay indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate chaster or by-law or other agreement or instrament to ‘which Lesse i a party or by which Lessee or its properties or assets may be bound or affected ‘Lessee has received or has complied with every necessary consent, approval, order, or authorization of, or registation with, or the giving of prior notice fo, any governmental authority having jurisdiction with respect to the execution and delivery ofthis GTA or the validity and enforceability hereof or the satisfetton of all monetary and other obligations hereunder to the extent required for the Lessee to execute and deliver this GTA, and to perform any of the transactions contemplated hereby; ‘This GTA has been duly entered into and delivered by Lessee and constitutes a valid, legal, and binding obligation of Lessee, enforceable in accordance with its terms; ‘There are no suits or proceedings pending or, to the knowledge of Lessee, threatened against ot affecting Lessee, which may have 2 msterfal adverse effect on the financial condition or business of Lessee or upon Lessee's ability to perform its obligations hereunder; [Neither the execution, delivery, nor performance by the Lessee of this GTA or any other agreement ‘oF act contemplated hereby or in relation hereto, will result in the imposition of any withholdings ‘with respeet to the payments arising out of the transactions contemplated by the GT. “The matters set forth therein are representations and warranties of Lessee and are true and accurate on and as ofthe date hereof as though made on and as of such time (except tothe extent that such teprescntations and warranties relate solely o an earlier date) and No event has occurred and is continuing, or would result from the lease of the Engines, which constitutes an Event of Default or would constitute an Event of Default but forthe requirement that notice be given or time elapsed or both. DELIVERY; CONDITION AT DELIVERY: INSPECTION BY LESSEE ‘The Engines shall be delivered {o Lessee (“Delivery”) on the date specified in the Lease y at Miami, Florida, or such other location as specified by Unless otherwise specified in an applicable Lease Agreement, at Delivery, the Engines shall be tagged as serviceable, 63 [At Delivery risk of loss for the Engine shall pass to Lessee. Le Cae fee 4 64 Prior to or following Delivery, Lessee shall have the opportunity during regular business hours fo inspeot the Engine and all records pertaining thereto (“Records”) and to perform a borescope inspection, all at Lessce’s expense, atthe Delivery Location during the time period set forth in the applicable Lease “Agreement (the “Inspection Period"). The duration of the Inspection Period for each Engine shall be expressly set forth in the subject Lease Agreement. In the event that the Lessee rejects the Engine during the Inspection Period for any reason whatsoever, the Lessee shall notify Lessor of such rejection promptly ‘writing setting forth herein the specific technical grounds upon which the rejection is based (“Notice of Rejection”), In the event that the subject Engine is not located at Lessor’s facility upon Notice of Rejection, Lessee shall hold the Engine pending shipping instructions from Lessor, upon receipt of which, Lessee shall ship the Engine to Lessor's designated location at Lessor's sole expense, Subject to Section 6.5 bolow, upon receipt of the Engine by Lessor following a Notice of Rejection by Lessee, the Lease ‘Agrocment vith respect to such Engine will terminate, all finds previously received by Lessor from Lessee pursuant to the applicable Lease Agreement shall be promptly retumed to Lessee, and neither party will have any father liability to the other under the Lease Agreement, 65 Upon receipt of any Notice of Rejection of an Engine in accordance with the provisions of Section 6.4 above, Lessor shall have the right but not the obligation to repair the rejected Engine or provide Lessee with « comparable substitute Engine in accordance with the terms and conditions of this GTA and applicable Lease Agreement 6.5 Inthe event that the Lessee fails to notify Lessor in writing of rejection of any Engine on or before the date of expiration ofthe applicable Inspection Period, Lessee shail be deemed for all purposes to have accepted the Engine commencing on the Delivery Date and shall be obligated to pay Rent to Lessor and perforin in accordance with the provisions of this GTA and the applicable Lease Agreement LIMITATION OF LIABILITY 7.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN ANY LEASE AGREEMENT, THE ENGINES DELIVERED HEREUNDER ARE LEASED AND DELIVERED TO ‘THE LESSEE “AS IS, WHERE IS" AND “WITH ALL, FAULTS" AND, ARE WITHOUT ANY WARRANTY WHATSOEVER, THE REPRESENTATIONS OF LESSOR AS TO TITLE SET FORTH, HEREIN ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ANY AND ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, OF LESSOR AND ITS OFFICERS, AGENTS, DIRECTORS, AFFILIATES, EMPLOYEES AND ASSIGNS. THE 1 ALSO HEREBY WAIVES, RELEASES AND RENOUNCES ANY AND ALL RIGHTS, CLAIMS AND REMBDIPS EXPRESS OR IMPLIE! OF THE LESSEE AGAINST LESSOR AND ITS OFFICERS, AGENTS, DIRECTORS, AFFILIATES, EMPLOYEES AND ASSIGNS, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEPECT IN THE EN THEIR RECORDS, OR ANY OTHER THING DELIVERED UNDER OR IN CONJUNCTION WITH THIS GTA, WHETHER LATENT, HIDDEN OR OTHERWISE UNDISCOVERABLE, AND WITH RESPECT TO ANY OTHER MATTER ARISING UNDER OR BY VIRTUE OF THIS GTA, INCLUDING BUT NOT LIMITED TO: (A) ANY WARRANTY AS TO THE AIRWORTHINESS OR CONDITION OF THE ENGINES DELIVERED PURSUANT TO THIS GTA; (B) ANY IMPLIED WARRANTY OP MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) STRICT LIABILITY; (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (BE) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE ACTUAL OR IMPUTED NEGLIGENCE OF LESSOR OR ITS OFFICERS, AGENTS, DIRECTORS, AFFILIATES, EMPLOYEES AND ASSIGNS; AND (F) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY ‘TANGIBLE OR INTANGIBLE THING, INCLUDING THE ENGINES, FOR LOSS OF USE, REVENUE. OR PROFIT, OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; IT BEING AGREED THAT NEITHER LESSOR NOR ITS OFFICERS, AGENTS, DIRECTORS, AFFILIATES, EMPLOYEES, SUCCESSORS OR ASSIGNS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE INCIDENT THERETO ARE TO BE BORN SOLEY BY ‘THE LESSEE. 7.2 Without limitation of the foregoing, Lessee waives any claim it may have against Lessor on account of any defect or alleged defect in the Engine or any part thereof, Known or unknown, exterior or interior, apperent ot concealed, and Lessee acknowledges Lessor shall have no responsibility or ability ‘Whatsoever on account of the condition of the Engine, any part thereof or the Engine documentation and records. Unless an Event of Default shall occur and be continuing, subject tothe prior written approval of Lessor (such approval not to be unreasonably withheld), Lessee shall be entitled to take such action in the name of Lessor against the relevant manufactures, subcontractors or suppliers in relation to the Engine as Lessee shall deem fit; provided, however Lessee shall indemnify and hold harmless Lessor, to Lessors reasonable satisfaction, against all losses, costs, damages and expenses incurred or to be incurred by Lessor in respect of such action so taken by Lessee, 73. The rental and other provisions contained herein are based upon and in consideration of the ‘waivers of warrantics and other exeulpatory elauses stated in this Section 7, ‘TITLE; LIENS AND ENCUMBRANCES; POSSESSION 8.1 Title to and ownership in the Engines, including their accessories, components, instruments and parts of every nature related thereto and all logs, inanuals, records and historical documentation, shall be ‘and remain the sole and exclusive property of the Lessor at all times during the Term hereof, 8.2 _ Inthe event that Lessor provides the plate to the Lessee, Lessee shall cause to be affixed to, and maintained on each Engine leased hereunder in clearly visible location, a stainless steel plate bearing the following legend: “THIS ENGINE IS OWNED BY AEROSPACE TRADING, LLC ("OWNER") AND MAY NOT BE. OR REMAIN IN THE POSSESSION OF, OR BE OPERATED BY ANOTHER PERSON WITHOUT. OWNER’S PRIOR WRITTEN CONSENT, THIS ENGINE IS OPERATED BY Aerosur Ailines S.A. SUBJECT TO TERMS AND CONDITIONS AGREED WITH THE LESSOR AND THE OWNER.” [Lessee shall not, nor shall Lessee permit any other party to, remove, defice or alter any placards, data plates, identification plates, notices or signs on or attached fo the Engines, 8.3 During the Term, Lessee shall not directly or indirectly create, incur, or assume any liens, claims, charges or encumbrances ("Liens") on or with respect (0 the Engines, Lessor’ title thereto or any interest therein of in, t0 or under this GTA or any interest of Lessor in any Rent, except the respective rights of Lessor and Lessee as provided herein, 84 Lessee shall not subject the Engines or permit the Engines to be subjected to any interchange or pooling agreements or similar arrangements with any other party Cet 6 9. OPERATION, MAINTENANCE AND USE 9.1 ‘Throughout the Term, Lessee shall cause the Engines to be used, operated, maintained and controlled in accordance with all applicable laws, ordinances, rules, regulations, orders and requirements of the United States Federal Aviation Administration ("FAA"), and any other jurisdiction to which the Engines and Lessee may be subject, any country in which the Engines may be located in accordance with manufacturer's maintenance manuals, and any nanufieturer’s operating specifications, and other approved data, 9.2 Lessee shall not permit the Engines to be used for any purpose for which they are not designed or reasonably suited, or outside the tolerances and limitations for which the Engines were designed, or othervise than in accordance with manufacturer's maintenance manuals applicable to the Engines. 9.3. Lessee shall not fly or locate the Engines, or suffer the Engines to be flown ot located in any area prohibited by the United States government or excluded from coverage by any insurance policy in effect ‘with respeet tothe Engines required by the terms ofthis GTA, 9.4 Lessee shall, at Lessee’s sole cost and expense, furnish oF cause to be furnished routine inspection, overhaul, service, maintenance and repair on the Engines in accordance with Lessee’s and manufacturer's maintenance manuals and operating specifications to keep the Engines in good repair, condition and appearance and to remain serviceable and airworthy in all respects, Lessee shall keep ‘complete and accurate records on the Engines of all hours of flight or operation time and operating cycles used, power ratings (if applicable), operative procedures followed, authorized changes in configuration, maintenanee actions taken, compliance with any required inspections and/or procedures and shall promptly report same to Lessor, Lessee shall make no changes or modifications ot substitute a manufacturer's part of type of part with respect to such leased Engines without Lessors prior writen approval, Lessee shall protect and maintain the Engine in a licensed, serviceable, and airworthy condition at all times by using approved manufacturer's manuals and specifications. Lessee shall also provide to Lessor ECM trend data for each Engine, 9.5 Lessee shall be responsible for the cost of replacement or overhaul of expired life linited or restricted parts, 9.6 Lessee shall, at Lessee’s sole cost and expense, be responsible for all other inspections, maintenance, overhaul and repairs which are the result of foreign object damage, casualty, aceidenisincidents, operational misuse or misapplication of approved procedures, including, but not imited to, incorrect or unauthorized settings, over-speeds, hot starts or any ather operator induced failure. 5.7 Lessee shall not perform or cause to be performed any on-wing or off-wing repairs, overhaul, tests or modifieations to the Engines without Lessor’s prior written approval. All such repairs shall be accomplished by Lessee, or a [4 C.E.R Part 145 or equivalent approved repair station, in accordance with the manufacturer's approved maintenance program applicable to the Engines. Lessee shall provide written notiee to Lessor immediately of the occurrence of an event giving rise to the requirement to perform any such repairs. 9.8 Any replacement parts installed in or on the Engines shall without further act become the property of the Lessor and title thereto shall vest in the Lessor free and clear of all liens, claims, encumbrances and rights of others and shall become part of such Engine and subject to all of the terms tnd provisions of this GTA with a corresponding transfer of tite, free and clear of all liens and encumbrances, of the replaced part to Lessee. as eA 9.9 Lessee shall keep and maintain all Engine maintenance and operations records generated by the Lessee in the English language and shall redeliver same upon return pursuant to Section 15,1 ofthis GTA. 9.10 Notwithstanding anything contained herein to the contrary, nothing herein is intended to obviate, remove or waive any rights of warranty or other claims relating thereto which the Lessee or the Lessor may have against, the manufacturer of an Engine (he "Manufactures"), or any manufictwrer, subcontractor or supplier thereof or of any part thereto or any seller or other third party thereof, Lessor hereby assigns and otherwise makes available to Lessee any and all such rights as Lessor may have under any warranty, expressed or implied, with respect of any Engine leased to Lessee hereunder or any part thereof. Lesseo shall be entitled to take direct action ogainst relevant manufacturers, subcontractors or suppliers in relation fo the Engine or any part as the Lessee shall deem fit or jointly upon Lessee's reasonable request as may be mutually agreed between Lessor and Lessee a true and accurate copy of the relevant warranties shall be delivered to Lessee with or prior to Delivery of an Engine, 10, LOSS AND DAMAGE For purposes of this Section 10, an "Event of Loss" is defined as any actual or constructive total damage beyond economic repair or destruction of the Engine, any hijacking, theft, arrest confiscation, seizure, requisition, repossession or foreclosure of the Engine and any other occurrence of ‘whatever kind that shall irrevocably deprive Lessee of the use, possession or enjoyment of the Engine (other than repossession by the Lessor). Lessee shall notify Lessor in writing immediately upon any Event of Loss. 10.2 After the occurrence of an Event of Loss for any Engine, Lessee shall pay to Lessor on a date as provided in the next sueceeding paragraph of this Section 10 (i) the Agreed Value for the Engine as specified in the applicable Lease Agreement, (ji) any amounts of Rent which shall be due anc unpaid up to and including the date of termination of the subject Lease Agreement in accordance with the terms hereof, (ii) sll other amounts owing by Lessee to Lessor hereunder, and, (iv) any reasonable out-of- pocket expenses incurred by Lessor in connection with such Event of Loss, Upon payment in fall of such ‘amounts, (a) the Lease Agreement, including the obligation of Lessee hereunder to pay all succeeding installments of Rent, shall terminate, and (b) provided that no Event of Default has occurred and is continuing, Lessor shall transfer to Lessee (subject to any insurers salvage rights) all of Lessors right, title and interest, if any, in and to the Engine. In connection with such transfer, Lessee shall prepare and Lessor shall execute, al in recordable form, a warranty bill of sale evidencing such transfer (including LLessor’s warranty of titte and that the Engine is free and clear of all liens and encumbrances, arising by or through Lessor), @ termination of the applicable Lease Agreement, and such other documents as Lessee reasonably requests, 10.3 Lessee shall pay all amounts due under Section 10.2 not later than the earlier of (a) ninety (90) days following the occurrence of such Bvent of Loss, or, (b) fifteen (15) days following the date of LLessee's or Lessor's (as the case may be) receipt of insurance proceeds with respect to such occurrence, \whereupon Lessor shall promptly return with respect to such Engine the Security Deposit to Lessee, 10.4 Should any damage or loss result in anything less than an Event of Loss, Lessee shall repair such Engine at Lessce's sole cost and expense whether or not covered by insurance. 11, RISK OF LOSS AND INSURANCE 111 The Lessee shall effect or cause to be effected insurances at its own expense in accordance with the requirements hereof and shall further comply with the provisions hereof throughout the Lease Agreement Term, wet 8 2 insurance report from insurance advisers appointed by ‘The Lessor may obtain at its cost at Delivery and at such times as the Lessor shall determine, an it as to the ingwrances then in force and as to such further insurances which might or should be taken out in relation to or in connection with the Engines and the liabilities of the Lessor, its Lenders, the Lessee hereunder or in relation to or in connection with the 13 Obligations Relating to Insurance: ‘The Lessee shall procure and maintain or cause to be procured and maintained during the Term of cach Lease Agreement the following Insurance (withthe agreed value of each Engine being no less than the amount set forth in each Lease Agreement (the "Agreed Value"): @ i) Gi wy) ) ‘nul “all risk” insurance in relation to the aireraft on which any Engine is operated that is, (except for the specific exclusions hereinafter set forth), insurance against all loss or

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