Common use of Certain Cure Rights Clause in Contracts

Certain Cure Rights. In the event of any default by ------------------- the Lessee in the payment when due (after giving effect to any applicable grace period) of any installment of Basic Rent due under any Lease, the Owner Participant (which term shall, except as otherwise expressly provided below, be deemed to include, solely for purposes of this Section 4.03, any holder of a Series B Certificate) may, within two Business Days after such default, without the consent or concurrence of any Certificate TRUST INDENTURE Holder, pay, as provided in Section 2.05, for application in accordance with Section 3.01 a sum equal to the amount of all (but not less than all) such overdue Basic Rent. In the event of any default by the Lessee in any obligation under any Lease other than the payment of Basic Rent, if such default can be remedied by the payment of money and the Owner Participant shall furnish the Owner Trustee with all funds necessary for remedying such default, the Owner Participant may, within five Business Days after the occurrence of such default, without the consent or concurrence of any Certificate Holder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 20 of such Lease to perform such obligation on behalf of the Lessee (and the Owner Trustee hereby agrees to accept such instruction and, upon failure to do so, the holders of the Series B Certificates may exercise such right on the Owner Trustee's behalf). Solely for the purpose of determining whether there exists an Indenture Event of Default (a) any timely payment by the Owner Participant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any default by the Lessee in the payment of installments of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount of principal and interest due and payable under the Certificates and (b) any timely performance by the Owner Trustee (or the holders of the Series B Certificates) of any obligation of the Lessee under the relevant Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any Lease Event of Default to the same extent that like performance by the Lessee itself would have remedied such Lease Event of Default (but no such remedy shall relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the relevant Lease). If, on the basis specified in the preceding sentence, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and the Owner Participant or the holders of the Series B Certificates shall (to the extent of any such payments made by it or them) be subrogated to the rights of the holders of the Certificates under Section 3.01(a), to receive from the Indenture Trustee such payment of overdue Rent (and the payment of interest on account of such Rent being overdue) and shall be entitled, so long as no other Indenture Event of Default or TRUST INDENTURE 63 Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided that the Owner -------- Participant shall not otherwise attempt to recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount or by commencing an action at law against the Lessee for the payment of such amount; provided, further, that at no time while -------- ------- an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) , and any amounts nevertheless received by the Owner Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Indenture Trustee for distribution as provided in Section 3.03; and further provided that: ------- --------

Certain Cure Rights. In the event (i) With respect to a Republic Aircraft or an Air Nostrum Aircraft, if an Event of Default occurs as a result of any default by ------------------- the relevant Lessee in the payment when due (after giving effect to any applicable grace period) of any installment of Basic Rent due under any the relevant Lease, the Owner Participant (which term shall, except as otherwise expressly provided below, be deemed to include, solely for purposes of this Section 4.03, any holder of a Series B Certificate) relevant Borrower may, within two ten Business Days after the occurrence of such default, Event of Default without the consent or concurrence of any Certificate TRUST INDENTURE HolderParticipant, the Agent or the Security Trustee, pay, as provided in Section 2.052.04, for application in accordance with Section 3.01 a sum equal to the amount of all (but not less than all) such overdue Basic RentRent under such Lease (but only to the extent of the component thereof relating to debt service, including interest payments, on the relevant Loan). In With respect to the event Adria Aircraft, if an Event of Default occurs as a result of any default by the relevant Lessee in the payment when due of any installment of Rent due under the relevant Lease and if such Lessee itself shall have theretofore failed to pay Basic Rent in the manner required by such Lease (after giving effect to any applicable grace period), the Security Trustee shall promptly transfer from the Cash Collateral Account to the relevant Collateral Account and apply in accordance with Section 3.01 an amount of the Axxxx Xxxx Collateral Amount equal to the amount of all (but not less than all) such overdue Rent under such Lease (but only to the extent of the component thereof relating to debt service, including interest payments, on the relevant Loan). If an Event of Default occurs as a result of any default by a Lessee in any obligation under any the Lease other than the payment of Basic Rent, if such default Event of Default can be remedied by the payment of money and the Owner Participant shall furnish the Owner Trustee with all funds necessary for remedying such defaultmoney, the Owner Participant relevant Borrower may, within five three Business Days after the date of occurrence of the such defaultEvent of Default, without the consent or concurrence of any Certificate HolderParticipant, instruct the Owner Trustee to exercise Agent or the Owner Security Trustee's rights under Section 20 of such Lease to , perform such obligation on behalf of the such Lessee (and the Owner Trustee hereby agrees to accept shall furnish all funds necessary for remedying such instruction and, upon failure to do so, the holders Event of the Series B Certificates may exercise such right on the Owner Trustee's behalf)Default. Solely for the purpose of determining whether there exists an Indenture Event of Default (a) any timely payment by the Owner Participant relevant Borrower pursuant to, and in compliance with, the first and second sentences of this Section 4.03(a) shall be deemed to remedy (but solely for purposes of this Security Agreement) any Event of Default that is a result of a default by such Lessee in the payment of installments of Rent theretofore due and payable under such Lease and to remedy (but solely for purposes of this Security Agreement) any default by such Borrower in the payment of any amount of principal due and payable under the related Loan and (b) any timely performance by such Borrower of any obligation of such Lessee under such Lease pursuant to, and in compliance with, the third sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this IndentureSecurity Agreement) any default by the Lessee in the payment of installments of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount of principal and interest due and payable under the Certificates and (b) any timely performance by the Owner Trustee (or the holders of the Series B Certificates) of any obligation of the Lessee under the relevant Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any Lease Event of Default to the same extent that like performance by the such Lessee itself would have remedied such Lease Event of Default (but no such remedy shall relieve the such Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the relevant such Lease). If, on the basis specified in the preceding sentence, any Lease Events Event of Default shall have been remediedremedied for the purposes of this Security Agreement, then any declaration pursuant to this Indenture Security Agreement that the Certificates Loans are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events Event of Default, shall be deemed to be rescinded, and the Owner Participant or the holders of the Series B Certificates relevant Borrower shall (to the extent of any such payments made by it or themit) be subrogated to the rights of the holders of the Certificates Participants under Section 3.01(a), 3.01 to receive from the Indenture Security Trustee such payment of overdue Rent (and the payment of interest on account of such Rent being overdue) and shall be entitled, so long as no other Indenture Event of Default or TRUST INDENTURE 63 Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this IndentureSecurity Agreement, such payment upon receipt thereof by the Indenture Security Trustee; provided that the Owner -------- Participant such Borrower shall not otherwise attempt to recover any such amount paid by it on behalf of the such Lessee pursuant to this Section 4.03 except by demanding of the such Lessee payment of such amount or by commencing an action at law against the such Lessee for the payment of such amountamount (or act in any pending action adverse to such Lessee); provided, further, that at no time while -------- ------- an Indenture Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) ), and any amounts nevertheless received by the Owner Participant relevant Borrower in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Indenture Security Trustee for distribution as provided in Section 3.033.03 (or Section 3.04 with respect to indemnity payments); and further provided that: ------- --------, in respect of an Air Nostrum Aircraft and a Republic Aircraft, this Section 4.03(a) shall not apply with respect to any Event of Default that is a result of a default by the relevant Lessee in the payment of Basic Rent under the relevant Lease if such Lessee itself shall have theretofore failed to pay Basic Rent in the manner required by such Lease (after giving effect to any applicable grace period) on each of the two Payment Dates immediately preceding the date of such default or a total of four Payment Dates; and

Certain Cure Rights. In the event Upon an Event of any default by Default in payment ------------------- the Lessee in the payment when due (after giving effect to any applicable grace period) of any installment of Basic Rent due under any the Lease, the Owner Participant (which term shall, except as otherwise expressly provided below, be deemed to include, solely for purposes of this Section 4.03, any holder of a Series B Certificate) may, but shall not be required to, within two 10 Business Days after such defaultEvent of Default, without the consent or concurrence of any Certificate TRUST INDENTURE HolderNoteholder, pay, as provided in Section 2.052.04, for application in accordance with Section 3.01 a sum equal to the amount of all (but not less than all) principal and accrued interest (including interest, if any, on overdue payments of principal and interest) then due on the Equipment Notes and payable out of such overdue Basic Rent. In the event of any default by the Lessee in any obligation under any the Lease other than the payment of Basic Rent, if such default can be remedied by the payment of money and the Owner Participant shall furnish the Owner Trustee with all funds necessary for remedying such default, the Owner Participant may, within five Business Days thirty (30) days after the occurrence expiry of the applicable grace period specified in the Lease with respect to such default, without the consent or concurrence of any Certificate HolderNoteholder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 20 18 of such the Lease to perform such obligation on behalf of the Lessee (and the Owner Trustee hereby agrees to accept such instruction and, upon failure to do so, the holders of the Series B Certificates may exercise such right on the Owner Trustee's behalf)Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default Default, (a) any timely payment by the Owner Participant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any default by the Lessee in the payment of installments of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount of principal and interest due and payable under the Certificates Equipment Notes and (b) any timely performance by the Owner Trustee (or the holders of the Series B Certificates) of any obligation of the Lessee under the relevant Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any Lease Event of Default to the same extent that like performance by the Lessee itself would have remedied such Lease Event of Default (but no such remedy shall relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the relevant Lease). If, on the basis specified in the preceding sentence, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates Equipment Notes are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and the Owner Participant or the holders of the Series B Certificates shall (to the extent of any such payments made by it or themit) be subrogated to the rights of the holders of the Certificates Equipment Notes under Section 3.01(a), to receive from the Indenture Trustee such payment of overdue Rent (and the payment of interest on account of such Rent being overdue) and shall be entitled, so long as no other Indenture Event of Default or TRUST INDENTURE 63 Indenture Default shall have occurred and be continuing or would result therefrom, to receive, subject to the provisions of this Indenture, such payment upon receipt thereof by the Indenture Trustee; provided that the Owner -------- Participant shall not otherwise attempt to -------- recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount or, so long as such action is not inconsistent with any remedy then being exercised against Lessee under or pursuant to the Lease, by commencing an action at law against the Lessee for the payment of such amount; provided, further, that at no -------- ------- time while -------- ------- an Indenture Event of Default (other than an Indenture Event of Default which is a, or arises out of a, Default or Event of Default) shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and such subrogation shall be subordinate to the rights of the Indenture Trustee and the Noteholders in respect of such payment, and during any such period any amounts nevertheless received by the Owner Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Indenture Trustee for distribution as provided in Section 3.03; and further provided that: ------- --------

Certain Cure Rights. In the event Upon an Event of any default by ------------------- the Lessee Default in the ------------------- payment when due (after giving effect to any applicable grace period) of any installment of Basic Rent due under any the Lease, the Owner Participant (which term shall, except as otherwise expressly provided below, be deemed to include, solely for purposes of this Section 4.03, any holder of a Series B Certificate) may, but shall not be required to, within two 5 Business Days after such defaultEvent of Default, without the consent or concurrence of any Certificate TRUST INDENTURE HolderNoteholder, pay, as provided in Section 2.052.04, for application in accordance with Section 3.01 a sum equal to the amount of all (but not less than all) principal and accrued interest (including interest, if any, on overdue payments of principal and interest) then due on the Equipment Notes and payable out of such overdue Basic Rent. In the event of any default by the Lessee in any obligation under any the Lease other than the payment of Basic Rent, if such default can be remedied by the payment of money and the Owner Participant shall furnish the Owner Trustee with all funds necessary for remedying such default, the Owner Participant may, within five 15 Business Days days after the occurrence expiry of the applicable grace period specified in the Lease with respect to such default, without the consent or concurrence of any Certificate HolderNoteholder, instruct the Owner Trustee to exercise the Owner Trustee's rights under Section 20 18 of such the Lease to perform such obligation on behalf of the Lessee (and the Owner Trustee hereby agrees to accept such instruction and, upon failure to do so, the holders of the Series B Certificates may exercise such right on the Owner Trustee's behalf)Lessee. Solely for the purpose of determining whether there exists an Indenture Event of Default Default, (a) any timely payment by the Owner Participant pursuant to, and in compliance with, the first sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any default by the Lessee in the payment of installments of Basic Rent theretofore due and payable and to remedy (but solely for purposes of this Indenture) any default by the Owner Trustee in the payment of any amount of principal and interest due and payable under the Certificates Equipment Notes and (b) any timely performance by the Owner Trustee (or the holders of the Series B Certificates) of any obligation of the Lessee under the relevant Lease pursuant to, and in compliance with, the second sentence of this Section 4.03 shall be deemed to remedy (but solely for purposes of this Indenture) any Lease Event of Default to the same extent that like performance by the Lessee itself would have remedied such Lease Event of Default (but no such remedy shall relieve the Lessee of its duty to pay all Rent and perform all of its obligations pursuant to the relevant Lease). If, on the basis specified in the preceding sentence, any Lease Events of Default shall have been remedied, then any declaration pursuant to this Indenture that the Certificates Equipment Notes are due and payable or that an Indenture Event of Default exists hereunder, based solely upon such Lease Events of Default, shall be deemed to be rescinded, and the Owner Participant or the holders of the Series B Certificates shall (to the extent of any such payments made by it or themit) be subrogated to the rights of the holders of the Certificates Equipment Notes under Section 3.01(a), to receive from the Indenture Trustee such payment of overdue Rent (and the payment of interest on account of such Rent being overdue) and shall be entitled, so long as all amounts then due and payable to the Noteholders shall have been paid and no other Indenture Event of Default or TRUST INDENTURE 63 Indenture Default shall have occurred and be continuing or would result therefromcontinuing, to receive, subject to the provisions of this Indenture, : such payment upon receipt thereof by the Indenture Trustee; provided that the Owner -------- Participant shall not otherwise attempt to -------- recover any such amount paid by it on behalf of the Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount or, so long as such action is not inconsistent with any remedy then being exercised against Lessee under or pursuant to the Lease, by commencing an action at law against the Lessee for the payment of such amount; provided, further, that at no -------- ------- time while -------- ------- an Indenture Event of Default (other than an Indenture Event of Default which is a, or arises out of a, Default or Event of Default) shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and such subrogation shall be subordinate to the rights of the Indenture Trustee and the Noteholders in respect of such payment, and during any such period any amounts nevertheless received by the Owner Participant in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Indenture Trustee for distribution as provided in Section 3.03; and further provided that: ------- --------