Common use of Lessor’s Remedies Clause in Contracts

Lessor’s Remedies. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare this Lease to be in default by written notice to Lessee; provided, however, that this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence of any Event of Default described in Section 14(v) or Section 14(vi); and at any time thereafter, so long as any Event of Default shall not have been cured or remedied, Lessor may do one or more of the following with respect to all or any part of the Airframe and any or all of the Engines as Lessor in its sole discretion shall elect, to the extent permitted by, and subject to compliance with any mandatory requirements of, applicable law then in effect: (a) Lessor may, upon the written demand of Lessor and at Lessee's expense, cause Lessee to return promptly, and Lessee shall return promptly, all or such part of the Airframe or any Engine as Lessor may so demand, to Lessor or its order in the manner and condition required by, and otherwise in accordance with all the provisions of, Section 8 as if the Airframe or Engine were being returned at the end of the Term, or Lessor (or Lessor's designee) may, at its option, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) and take immediate possession of and remove the same (together with any engine that is installed on the Airframe which is not an Engine, subject to the rights of any owner, lessor, lien holder or secured party of such engine) by summary proceedings or otherwise (and/or, at Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (b) Lessor may sell all or any part of the Aircraft, the Airframe or any Engine at public or private sale and with or without advertisement or notice to Lessee or any sublessee, as Lessor in its sole discretion may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Aircraft, the Airframe or any Engine as Lessor, in its sole discretion, may determine, all free and clear of any rights of Lessee or any sublessee and without any duty to account to Lessee or any sublessee with respect to such action or inaction, except as hereinafter set forth in this Section 15; and in the event of a sale in accordance with the foregoing, Lessor, Owner Participant or their Affiliates shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that Lessee pay Lessor, and Lessee shall pay to Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, any unpaid Basic Rent and Supplemental Rent with respect to the Aircraft due on or prior to such date plus the amount of any deficiency between the net proceeds of such sale (after deduction of all reasonable costs of sale) and the Stipulated Loss Value of the Aircraft, computed as of the Rent Payment Date immediately following the date of such sale, together with interest, if any, on the amount of such deficiency, at the Past Due Rate, from the date of such sale to the date of actual payment of such amount; (d) In lieu of exercising its rights under Section 15.1(b) or (c) above, Lessor may, by notice to Lessee specifying a payment date not earlier than ten days or more than 30 days from the date of such notice, require Lessee to pay to Lessor, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of any further payments of Basic Rent hereunder, an amount equal to the sum of (i) all unpaid Basic Rent payable or that would have been payable on or before the date of payment specified in such notice and any Supplemental Rent then owing, plus (ii) an amount equal to the Stipulated Loss Value for the Aircraft computed as of the Rent Payment Date immediately following the date of payment specified in such notice, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and all other Rent then due and payable by Lessee hereunder, Lessor shall transfer (without any representation, recourse or warranty whatsoever other than as to the absence of Lessor Liens) the Aircraft to Lessee or as Lessee may direct, and Lessor shall execute and deliver such documents evidencing such transfer and take such further action as Lessee shall reasonably request; and (e) Lessor may rescind this Lease Agreement and/or may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for breach hereof.

Lessor’s Remedies. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare this Lease to be in default by written notice to Lessee; provided, however, that this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence of 49 any Event of Default described in Section 14(v) or Section 14(vi); and at any time thereafter, so long as any such outstanding Event of Default shall not have been cured or remedied, Lessor may do one or more of the following with respect to all or any part of the Airframe and any or all of the Engines as Lessor in its sole discretion shall elect, to the extent permitted by, and subject to compliance with any mandatory requirements of, applicable law then in effect: (a) Lessor may, upon the written demand of Lessor and at Lessee's expense, cause Lessee to return promptly, and Lessee shall return promptly, all or such part of the Airframe or any Engine as Lessor may so demand, to Lessor or its order in the manner and condition required by, and otherwise in accordance with all the provisions of, Section 8 as if the Airframe or Engine were being returned at the end of the Term, or Lessor (or Lessor's designee) may, at its option, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) and take immediate possession of and remove the same (together with any engine that is installed on the Airframe which is not an Engine, subject to the rights of any owner, lessor, lien holder lienholder or secured party of such engine) by summary proceedings or otherwise (and/or, at Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (b) Lessor may sell all or any part of the Aircraft, the Airframe or any Engine at public or private sale and with or without advertisement or notice to Lessee or any sublesseePermitted Sublessee, as Lessor in its sole discretion may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Aircraft, the Airframe or any Engine as Lessor, in its sole discretion, may determine, all free and clear of any rights of Lessee or any sublessee Permitted Sublessee and without any duty to account to Lessee or any sublessee Permitted Sublessee with respect to such action or inaction, except as hereinafter set forth in this Section 15; and in the event of a sale in accordance with the foregoing, Lessor, Owner Participant or their Affiliates Lessor shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that Lessee pay Lessor, and Lessee shall pay to Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, any unpaid Basic Rent and Supplemental Rent with respect to the Aircraft due on or prior to such date plus the amount of any deficiency between the net proceeds of such sale (after deduction of all reasonable costs of sale) and the Stipulated Loss Value of the Aircraft, computed as of the Rent Payment Date immediately following the date of such sale, together with interest, if any, on the amount of such deficiency, at the Past Due Rate, from the date of such sale demand to the date of actual payment of such amount; (d) In lieu of exercising its rights under Section 15.1(b15.1(a), (b) or (c) above, Lessor may, by notice to Lessee specifying a payment date not earlier than ten days or more than 30 days from the date of such notice, require Lessee to pay to Lessor, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of any further payments of Basic Rent hereunder, an amount equal to the sum of (i) all unpaid Basic Rent payable or that would have been payable on or before the date of payment 50 specified in such notice and any Supplemental Rent then owing, plus (ii) an amount equal to the Stipulated Loss Value for the Aircraft computed as of the Rent Payment Date immediately following the date of payment specified in such notice, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and all other Rent then due and payable by Lessee hereunder, Lessor shall transfer (without any representation, recourse or warranty whatsoever other than as to the absence of Lessor Liens) the Aircraft to Lessee or as Lessee may direct, and Lessor shall execute and deliver such documents evidencing such transfer and take such further action as Lessee shall reasonably request; and; (e) Lessor may rescind this Lease Agreement and/or may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for breach hereof.;

Lessor’s Remedies. Upon All rights and remedies of the occurrence of any Event of Default and at any time thereafter so long as the same Lessor herein enumerated shall be continuing, Lessor may, at its option, declare this Lease to be in default by written notice to Lessee; provided, however, that this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence of any Event of Default described in Section 14(v) or Section 14(vi); and at any time thereafter, so long as any Event of Default shall not have been cured or remedied, Lessor may do one or more of the following with respect to all or any part of the Airframe and any or all of the Engines as Lessor in its sole discretion shall elect, to the extent permitted bycumulated, and subject to compliance with none shall exclude any mandatory requirements of, applicable law then in effect:other right or remedy allowed by law. (a) Lessor mayIf any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy act shall be filed by or against the Lessee, upon or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the written demand of Lessor and at Lessee insolvent or unable to pay the Lessee's expense, cause Lessee to return promptlydebts, and Lessee shall return promptlyin the case of an involuntary petition or proceeding, all the petition or such part of proceeding is not dismissed within thirty days from the Airframe or any Engine as date it is filed the Lessor may so demandelect, to Lessor or its order in the manner and condition required by, and otherwise in accordance with all the provisions of, Section 8 as if the Airframe or Engine were being returned at the end of the Term, or Lessor (or Lessor's designee) may, at its option, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) and take immediate possession of and remove the same (together with any engine that is installed on the Airframe which but is not an Enginerequired, subject to the rights of any owner, lessor, lien holder or secured party of such engine) by summary proceedings or otherwise (and/or, at Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (b) Lessor may sell all or any part of the Aircraft, the Airframe or any Engine at public or private sale and with or without advertisement notice of such election, and with or notice without entry or other action by the Lessor, to Lessee or forthwith terminate this lease, and, notwithstanding any sublessee, as Lessor in its sole discretion may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part other provision of the Aircraftthis lease, the Airframe or any Engine as Lessor, Lessor shall forthwith upon such termination be entitled to recover damages in its sole discretion, may determine, all free and clear of any rights of Lessee or any sublessee and without any duty to account to Lessee or any sublessee with respect to such action or inaction, except as hereinafter set forth in this Section 15; and in the event of a sale in accordance with the foregoing, Lessor, Owner Participant or their Affiliates shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that Lessee pay Lessor, and Lessee shall pay to Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, any unpaid Basic Rent and Supplemental Rent with respect to the Aircraft due on or prior to such date plus the amount of any deficiency between the net proceeds of such sale (after deduction of all reasonable costs of sale) and the Stipulated Loss Value of the Aircraft, computed as of the Rent Payment Date immediately following the date of such sale, together with interest, if any, on the amount of such deficiency, at the Past Due Rate, from the date of such sale to the date of actual payment of such amount; (d) In lieu of exercising its rights under Section 15.1(b) or (c) above, Lessor may, by notice to Lessee specifying a payment date not earlier than ten days or more than 30 days from the date of such notice, require Lessee to pay to Lessor, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of any further payments of Basic Rent hereunder, an amount equal to the sum then present value of (i) all unpaid Basic Rent payable or that would have been payable on or before the date of payment rent specified in Section 1 of this lease for the residue of the stated term hereof, less the fair rental value of the premises for the residue of the stated term. (b) If the Lessee defaults in the payment of rent, and the Lessee does not cure the default within five days after demand for payment of such rent, or if the Lessee defaults in the prompt and full performance of any other provisions of this lease, and the Lessee does not cure the default within twenty days (forthwith if the default involves a hazardous condition) after written demand by the Lessor that the default be cured unless the default involves a hazardous condition, which shall be cured forthwith upon the Lessor's demand, or if the leasehold interest of the Lessee be levied upon under execution or be attached by process of law, or the Lessee makes an assignment for the benefit of creditors, or if a receiver be appointed for any property of the Lessee, or if the Lessee abandons the premises, then and in any such event the Lessor may, if the Lessor so elects but not otherwise, and with or without notice of such election and with or without any Supplemental Rent then owingdemand whatsoever either forthwith terminate this lease and the Lessee's right to possession of the premises or, plus without terminating this lease forthwith terminate the Lessee's right to possession of the premises. (iic) an amount equal Upon any termination of this lease whether by lapse of time or otherwise or upon any termination of the Lessee's right to possession without termination of the _____, the Lessee shall surrender _______immediately and deliver possession thereof to the Stipulated Loss Value for Lessor, and hereby grants to the Aircraft computed Lessor full and free license to enter into and upon the premises in such event with or without process of law and to repossess the Lessor of the premises as of the Rent Payment Date immediately following the date of payment specified in such noticeALANORTH, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and all other Rent then due and payable by Lessee hereunder, Lessor shall transfer (without any representation, recourse or warranty whatsoever other than as to the absence of Lessor Liens) the Aircraft to Lessee or as Lessee may direct, and Lessor shall execute and deliver such documents evidencing such transfer and take such further action as Lessee shall reasonably request; and (e) Lessor may rescind this Lease Agreement and/or may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for breach hereof.L.L.C. OFFICE LEASE 1

Lessor’s Remedies. Upon the occurrence If Lessee fails to make any payment of any Event sum due under this lease for ten (10) days after notice from Lessor, or if Lessee's interest herein, or any part thereof, is assigned or transferred, either voluntarily or by operation of Default and at law (except as expressly permitted by other provisions of this lease) including, without limitation, the filing of a petition by or against the Lessee, or any time thereafter so long as member of Lessee if Lessee is a partnership or joint venture, under any insolvency or bankruptcy laws, or if Lessee makes a general or any assignment for the same shall be continuingbenefit of his creditors, then, in any of such events, Lessor mayshall have the right, at its option, declare this Lease in addition to be in default by written notice to Lessee; provided, however, that this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence and not exclusive of any Event of Default described in Section 14(v) or Section 14(vi); and at any time thereafter, so long as any Event of Default shall not have been cured or remedied, other remedy Lessor may do one have by operation of law, without any further demand or more of the following with respect to all or any part of the Airframe and any or all of the Engines as Lessor in its sole discretion shall electnotice, to re-enter the extent permitted bypremises and eject all persons therefrom, using all necessary force to do so, and subject to compliance with any mandatory requirements of, applicable law then in effecteither: (a1) Lessor may, upon the written demand of Lessor and Declare this lease at Lessee's expense, cause Lessee to return promptly, and an end in which event Lessee shall return promptly, all or such part of the Airframe or any Engine as Lessor may so demand, immediately pay to Lessor or its order in the manner and condition required by, and otherwise in accordance with all the provisions of, Section 8 as if the Airframe or Engine were being returned at the end a sum of the Term, or Lessor (or Lessor's designee) may, at its option, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) and take immediate possession of and remove the same (together with any engine that is installed on the Airframe which is not an Engine, subject money equal to the rights of any owner, lessor, lien holder or secured party of such engine) by summary proceedings or otherwise (and/or, at Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (b) Lessor may sell all or any part of the Aircraft, the Airframe or any Engine at public or private sale and with or without advertisement or notice to Lessee or any sublessee, as Lessor in its sole discretion may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Aircraft, the Airframe or any Engine as Lessor, in its sole discretion, may determine, all free and clear of any rights of Lessee or any sublessee and without any duty to account to Lessee or any sublessee with respect to such action or inaction, except as hereinafter set forth in this Section 15; and in the event of a sale in accordance with the foregoing, Lessor, Owner Participant or their Affiliates shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that Lessee pay Lessor, and Lessee shall pay to Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, any unpaid Basic Rent and Supplemental Rent with respect to the Aircraft due on or prior to such date plus the amount of any deficiency between the net proceeds of such sale (after deduction of all reasonable costs of sale) and the Stipulated Loss Value of the Aircraft, computed as of the Rent Payment Date immediately following the date of such sale, together with interestamount, if any, by which the then cash value of the rent reserved hereunder, for the balance of the term of this lease exceeds the then cash reasonable rental value of the premises for the balance of the term; or (2) Without terminating this lease, relet the premises, or any part thereof, as the agent and for the account of Lessee upon such terms and conditions as Lessor may deem advisable, in which event the rents received on such reletting shall be applied first to the amount expense of such deficiencyreletting and collection, at including necessary renovation and alterations of the Past Due Ratepremises, from the date of such sale to the date of actual reasonable attorney's fees, any real estate commissions paid, and thereafter toward payment of such amount; (d) In lieu of exercising its rights under Section 15.1(b) or (c) aboveif all sums due hereunder, Lessor may, by notice to Lessee specifying and if a payment date sufficient sum is not earlier than ten days or more than 30 days from the date of such notice, require Lessee thus realized to pay to Lessorsuch sums and other charges, Lessee shall pay Lessor any deficiency monthly, notwithstanding Lessor may have received rent in excess of the rent stipulated in this lease in previous or subsequent months, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in Lessor may bring an action therefor as such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of any further payments of Basic Rent hereunder, an amount equal to the sum of (i) all unpaid Basic Rent payable or that would have been payable on or before the date of payment specified in monthly deficiency shall arise. Any such notice and any Supplemental Rent then owing, plus (ii) an amount equal to the Stipulated Loss Value for the Aircraft computed as of the Rent Payment Date immediately following the date of payment specified in such notice, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and all other Rent then due and payable re-entry shall be allowable by Lessee hereunder, Lessor shall transfer (without any representation, recourse let or warranty whatsoever other than as to the absence of Lessor Liens) the Aircraft to Lessee or as Lessee may directhindrance, and Lessor shall execute not be liable in damages for any such re-entry, or guilty of trespass or forcible entry. No re-entry and deliver taking possession of the premises by Lessor shall be construed as an election on Lessor's part to terminate this lease, regardless of the extent of renovations and alteration by Lessor, unless a written notice of such documents evidencing such transfer and take such further action as intention is given to Lessee shall reasonably request; and (e) by Lessor. Notwithstanding any reletting without termination, Lessor may rescind at any time thereafter terminate this Lease Agreement and/or may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages lease for breach hereofsuch previous breach.

Lessor’s Remedies. Upon At any time after the occurrence of any Lease Event of Default and at any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare this Lease to be in default by written notice to Lessee; provided, however, that this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence of any Event of Default described in Section 14(v) or Section 14(vi); and at any time thereafterDefault, so long as any such Lease Event of Default exists, the Lessor (which term shall not have been cured or remedied, Lessor include the Lessor's permitted assignees) may do one or more of the following as the Lessor in its sole discretion shall determine, without limiting any other right or remedy the Lessor may have on account of such Lease Event of Default, and without impairment of the acceleration of the obligations of the Lessee pursuant to Section 17.2 hereof: (a) The Lessor may, by notice to the Lessee, rescind or terminate this Master Lease with respect to all or any part portion of the Airframe and any or all Property as of the Engines date specified in such notice; provided, however, (1) no reletting, reentry or taking of possession of the Property (or any portion thereof) by the Lessor will be construed as Lessor in its sole discretion shall elect, an election on the Lessor's part to terminate this Master Lease unless a written notice of such intention is given to the extent permitted byLessee, (2) notwithstanding any reletting, reentry or taking of possession, the Lessor may at any time thereafter elect to terminate this Master Lease for a continuing Lease Event of Default and subject to compliance with (3) no act or thing done by the Lessor or any mandatory requirements ofof its agents, applicable law then representatives or employees and no agreement accepting a surrender of the Property shall be valid unless the same be made in effect:writing and executed by the Lessor; (ab) The Lessor maymay demand that the Lessee shall, upon the written demand of the Lessor, return the Property promptly to the Lessor in compliance with the Return Conditions and at Lessee's expense, cause Lessee to return promptly, and Lessee shall return promptly, all or such part of the Airframe or any Engine as Lessor may so demand, to Lessor or its order in the manner and condition required by, and otherwise in accordance with all of the provisions of, Section 8 Articles VIII and IX hereof as if the Airframe or Engine were Property was being returned at the end of the Lease Term, or and the Lessor (or Lessor's designee) mayshall not be liable for the reimbursement of the Lessee for any costs and expenses incurred by the Lessee in connection therewith and without prejudice to any other remedy which the Lessor may have for possession of the Property, at its optionand to the extent and in the manner permitted by Applicable Law, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) Land and take immediate possession of (to the exclusion of the Lessee) the Property therein or any part thereof and expel or remove the same (together with any engine that is installed on the Airframe which is not an EngineLessee, subject to the rights of any owner, lessor, lien holder or secured party of such engine) by summary proceedings or otherwise, all without liability to the Lessee for or by reason of such entry or taking of possession, whether for the restoration of damage to property caused by such taking or otherwise and, in addition to the other damages of the Lessor, the Lessee shall be responsible for all costs and expenses incurred by the Lessor in connection with any reletting of all or any of the Property (and/or, at including reasonable brokers' fees) and all costs of any repairs or alterations made by the Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (bc) The Lessor may (i) sell all or any part of the Aircraft, the Airframe or any Engine Property at public or private sale and with or without advertisement or notice to Lessee or any sublesseesale, as the Lessor in its sole discretion may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Aircraft, the Airframe or any Engine as Lessor, in its sole discretion, may determine, all free and clear of any rights of the Lessee or any sublessee and without any duty (except that Excess Sales Proceeds shall be paid to account the Lessee) with respect thereto (except to the extent required by Master Lease clause (ii) below if the Lessor shall elect to exercise its rights thereunder) in which event the obligation of the Lessee or any sublessee to pay Basic Rent hereunder for periods commencing after the date of such sale shall be terminated with respect to such action or inaction, except as hereinafter set forth in this Section 15the Property so sold; and in (ii) if the event of a sale in accordance with the foregoing, Lessor, Owner Participant or their Affiliates shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that the Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penaltypenalty (the parties agreeing that the Lessor's actual damages would be difficult to predict, any unpaid but the aforementioned liquidated damages represent a reasonable approximation of such amount) (in lieu of Basic Rent due for periods commencing after the Basic Rent Payment Date coinciding with such date of sale (or, if the sale date is not a Basic Rent Payment Date, the Basic Rent Payment Date next preceding the date of such sale)), an amount equal to (A) the excess, if any, of (1) the Outstanding Lease Balance calculated as of such Basic Rent Payment Date (plus all Basic Rent and Supplemental Rent with respect due and unpaid to the Aircraft due on or prior to and including such date plus the amount of any deficiency between Basic Rent Payment Date), over (2) the net proceeds of such sale (that is, after deduction of deducting all reasonable costs of saleand expenses incurred by the Lessor or incident to such conveyance, including, without limitation, repossession costs, brokerage commissions, prorations, transfer taxes, fees and expenses for counsel, title insurance fees, survey costs, recording fees, and any repair costs); plus (B) and interest at the Stipulated Loss Value of Overdue Rate on the Aircraft, computed as of the foregoing amount from such Basic Rent Payment Date immediately following until the date of such sale, together with interest, if any, on the amount of such deficiency, at the Past Due Rate, from the date of such sale to the date of actual payment of such amountpayment; (d) In lieu If the Lessee has breached this Master Lease and abandoned the Property, this Master Lease shall continue in effect for so long as the Lessor does not terminate the Lessee's right to possession, and the Lessor may enforce all of exercising the Lessor's rights and remedies under this Master Lease, including the right to recover the Basic Rent and Supplemental Rent hereunder as it becomes due under this Master Lease. The Lessee's right to possession shall not be deemed to have been terminated by the Lessor except pursuant to clause (a) above. The following do not constitute a termination of the Lessee's right to possession: (i) Acts of maintenance or preservation or efforts to relet the Property or any portion thereof; (ii) The appointment of a receiver upon the initiative of the Lessor to protect the Lessor's interest under this Master Lease; (iii) Reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by the Lessee. (e) The Lessor may, at its option, elect not to terminate this Master Lease with respect to any or all of the Property and continue to collect all Basic Rent, Supplemental Rent, and all other amounts due to the Lessor (together with all costs of collection) and enforce the Lessee's obligations under this Master Lease as and when the same become due, or are to be performed. During the continuance of a Lease Event of Default, the Lessor may enter the Property in accordance with applicable law without terminating this Master Lease and sublet all or any part of the Property for the Lessee's account to any Person, for such term (which may be a period beyond the remaining Lease Term), at such rents and on such other terms and conditions as are commercially reasonable. If the rents received by the Lessor from such subletting, after application as provided above, are insufficient in any period to pay Basic Rent and Supplemental Rent due and payable hereunder for such period, the Lessee shall pay such deficiency to the Lessor upon demand. Notwithstanding any such subletting for the Lessee's account without Master Lease termination, the Lessor may at any time thereafter, by written notice to the Lessee, elect to terminate this Master Lease by virtue of a previous Lease Event of Default. Regardless of the Lessor's consent, no subletting or assignment of the Property shall release the Lessee of the Lessee's obligation or alter the primary liability of the Lessee to pay Rent hereunder (including Basic Rent and Supplemental Rent ) and to perform all other obligations to be performed by the Lessee hereunder. The acceptance of Rent by the Lessor from any other Person shall not be deemed to be a waiver by the Lessor of any provision hereof. Consent to one assignment or subletting of the Property shall not be deemed consent to any subsequent or further assignment, subletting, hypothecation or third party use of the Property. The Lessor may proceed directly against the Lessee without the necessity of exhausting remedies against said assignee or successor. The Lessor may consent to subsequent assignments or subletting of this Master Lease or amendments or modifications to this Master Lease with assignees of the Lessee, without notifying the Lessee, or any successor of the Lessee, and without obtaining its or their consent thereto and such action shall not relieve the Lessee or any successor of the Lessee of liability under this Master Lease. (f) Unless the Property has been sold in its entirety, the Lessor may, whether or not the Lessor shall have exercised or shall thereafter at any time exercise any of its rights under Section 15.1(bclauses (b), (c), (d) or (ce) aboveof this Section 17.3 with respect to the Property or any portions thereof, Lessor maydemand, by written notice to the Lessee, that the Lessee specifying a payment purchase, on the date not earlier than ten days or more than 30 specified in such notice such date in all cases to be at least twenty (20) days from the date of such notice, require Lessee to pay to Lessor, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of Property (or any further payments of Basic Rent hereunder, an amount equal to the sum of (iremaining unsold portions thereof) all unpaid Basic Rent payable or that would have been payable on or before the date of payment specified in such notice and any Supplemental Rent then owing, plus (ii) an amount equal to the Stipulated Loss Value for the Aircraft computed as of the Rent Payment Date immediately following the date of payment specified in such notice, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and Outstanding Lease Balance plus all other Rent amounts then due and payable by Lessee hereunder, Lessor shall transfer (without any representation, recourse or warranty whatsoever other than as to owing hereunder in accordance with the absence provisions of Lessor LiensSection 19.1(a) the Aircraft to Lessee or as Lessee may direct, and Lessor shall execute and deliver such documents evidencing such transfer and take such further action as Lessee shall reasonably request; andhereof; (eg) The Lessor may rescind this Lease Agreement and/or may exercise any other right or remedy which that may be available to it under applicable law Applicable Law, or proceed by appropriate court action (legal or equitable) to enforce the terms hereof or to recover damages for the breach hereof.. Separate suits may be brought to collect any such damages for any period(s), and such suits shall not in any manner prejudice the Lessor's right to collect any such damages for any subsequent period(s), or the Lessor may defer any such suit until after the expiration of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term; (h) The Lessor may retain and apply against the Outstanding Lease Balance all sums which the Lessor would, absent such Lease Event of Default, be required to pay to, or turn over to, the Lessee pursuant to the terms of this Master Lease; (i) The Lessor, as a matter of right and with notice to the Lessee, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Property, and the Lessee hereby irrevocably consents to any such appointment. Any such receiver(s) shall have all of the usual powers and duties of receivers in like or similar cases and all of the powers and duties of the Lessor in case of entry, and shall continue as such and exercise such powers until the date of confirmation of the sale of the Property unless such receivership is sooner terminated; or

Lessor’s Remedies. Upon If Lessee shall abandon the occurrence premises or if the breach of any Event of Default and at any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare covenant in this Lease occurs, Lessee’s right to be in default by written notice to Lessee; provided, however, that this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence of any Event of Default described in Section 14(v) or Section 14(vi); and at any time thereafter, so long as any Event of Default shall not have been cured or remedied, Lessor may do one or more possession of the following premises shall terminate with respect to all or any part of the Airframe and any or all of the Engines as Lessor in its sole discretion shall elect, (to the extent permitted byby law) with no notice or demand, and subject to compliance with any mandatory requirements of, applicable law then in effect: (a) Lessor may, upon the written demand mere retention of Lessor and at Lessee's expense, cause Lessee to return promptly, and possession thereafter by Lessee shall return promptly, all or such part constitute a forcible detainer of the Airframe or any Engine as Lessor may so demand, to Lessor or its order in the manner premises; and condition required by, and otherwise in accordance with all the provisions of, Section 8 as if the Airframe or Engine were being returned at the end of the TermLessor so elects, or Lessor (or Lessor's designee) maybut not otherwise, at its option, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) and take immediate possession of and remove the same (together with any engine that is installed on the Airframe which is not an Engine, subject to the rights of any owner, lessor, lien holder or secured party of such engine) by summary proceedings or otherwise (and/or, at Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (b) Lessor may sell all or any part of the Aircraft, the Airframe or any Engine at public or private sale and with or without advertisement notice of such election or any notice or demand, this lease shall terminate, and upon the termination or Lessee’s right of possession, as aforesaid, whether this Lease be terminated or not, Lessee agrees to surrender possession of the premises immediately , without receiving any demand, notice to quit or demand for possession of the premises, and grants to Lessor full and free license to enter into and upon the premises or any part thereof, to take possession thereof with or (to the extent permitted by law) without process of law, and to expel and to remove Lessee or any sublessee, as Lessor in its sole discretion other person who may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all be occupying the premises or any part of the Aircraft, the Airframe or any Engine as Lessor, in its sole discretion, may determine, all free and clear of any rights of Lessee or any sublessee and without any duty to account to Lessee or any sublessee with respect to such action or inaction, except as hereinafter set forth in this Section 15; and in the event of a sale in accordance with the foregoing, Lessor, Owner Participant or their Affiliates shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that Lessee pay Lessor, and Lessee shall pay to Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, any unpaid Basic Rent and Supplemental Rent with respect to the Aircraft due on or prior to such date plus the amount of any deficiency between the net proceeds of such sale (after deduction of all reasonable costs of sale) and the Stipulated Loss Value of the Aircraft, computed as of the Rent Payment Date immediately following the date of such sale, together with interest, if any, on the amount of such deficiency, at the Past Due Rate, from the date of such sale to the date of actual payment of such amount; (d) In lieu of exercising its rights under Section 15.1(b) or (c) above, Lessor may, by notice to Lessee specifying a payment date not earlier than ten days or more than 30 days from the date of such notice, require Lessee to pay to Lessor, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of any further payments of Basic Rent hereunder, an amount equal to the sum of (i) all unpaid Basic Rent payable or that would have been payable on or before the date of payment specified in such notice and any Supplemental Rent then owing, plus (ii) an amount equal to the Stipulated Loss Value for the Aircraft computed as of the Rent Payment Date immediately following the date of payment specified in such notice, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and all other Rent then due and payable by Lessee hereunder, Lessor shall transfer (without any representation, recourse or warranty whatsoever other than as to the absence of Lessor Liens) the Aircraft to Lessee or as Lessee may directthereof, and Lessor shall execute may use such force in and deliver such documents evidencing such transfer about expelling and take such further action removing Lessee and other persons as Lessee shall may reasonably request; and (e) be necessary, and Lessor may rescind re-possess itself of the premises, but such entry of the premises shall not constitute a trespass or forcible entry or detainer, nor a waiver of any covenant, agreement or promise in this Lease Agreement and/or contained, to be performed by Lessee. Lessee waives all notice of any election made by Lessor, notice to quit, demand for possession, and any and all notices and demands, of any and every nature, which may exercise or shall be required by any. Statute of this state relating to forcible entry and detainer, or to landlord and tenant, or any other right statute, or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the common law, during the terms hereof of this Lease or to recover damages for breach hereofany extension thereof.

Lessor’s Remedies. Upon In the occurrence event of any Event material default or breach of Default and at any time thereafter so long this lease by Lessee as the same shall be continuing, Lessor mayset forth in paragraph 13 hereof; Lessor, at its option, declare may terminate this Lease to be in default lease upon and by giving written notice of termination to Lessee; provided, howeveror Lessor, that without terminating this Lease shall be deemed to be declared in default without the necessity of such written declaration upon the occurrence of any Event of Default described in Section 14(v) or Section 14(vi); and lease, may at any time thereafterafter such material default or breach, so long as without notice or demand additional to that provided in paragraph 13 hereof, and without limiting Lessor in the exercise of any Event of Default shall not have been cured other right or remedied, remedy which Lessor may do have by reason of such default or breach (other than the aforesaid right of termination), exercise any one or more of the following with respect to all remedies hereinafter provided in this paragraph or any part of the Airframe and any or as otherwise provided by law, all of the Engines as Lessor in its sole discretion shall elect, to the extent permitted by, such remedies (whether provided herein or by law) being cumulative and subject to compliance with any mandatory requirements of, applicable law then in effectnon exclusive: (a) Lessor maymay enter the demised premises (to the extent permitted by law and without thereby incurring any liability to Lessee and without such entry being constituted an eviction of Lessee or termination of this lease) and take possession of the demised premises and, at any time and from time to time relet the demised premises or any part thereof for the account of Lessee, for such terms, upon the written demand of Lessor such conditions and at Lessee's expense, cause Lessee to return promptly, and Lessee shall return promptly, all or such part of the Airframe or any Engine rental as Lessor may so demand, to Lessor or its order in the manner and condition required by, and otherwise in accordance with all the provisions of, Section 8 as if the Airframe or Engine were being returned at the end of the Term, or Lessor (or Lessor's designee) may, at its option, enter upon the premises where all or any part of the Airframe or any Engine is located (or is believed to be located) and take immediate possession of and remove the same (together with any engine that is installed on the Airframe which is not an Engine, subject to the rights of any owner, lessor, lien holder or secured party of such engine) by summary proceedings or otherwise (and/or, at Lessor's option, store the same at Lessee's premises, at Lessee's cost and expense, until disposal thereof by Lessor); (b) Lessor may sell all or any part of the Aircraft, the Airframe or any Engine at public or private sale and with or without advertisement or notice to Lessee or any sublessee, as Lessor in its sole discretion may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Aircraft, the Airframe or any Engine as Lessor, in its sole discretion, may determine, all free and clear of any rights of Lessee or any sublessee and without any duty to account to Lessee or any sublessee with respect to such action or inaction, except as hereinafter set forth in this Section 15; and in deem proper. In the event of a sale in accordance with the foregoingsuch reletting, Lessor, Owner Participant or their Affiliates shall have the right to bid for and purchase such property; (c) In the event Lessor, pursuant to Section 15.1(b), shall have sold the Aircraft, Lessor may, if it shall so elect, demand that Lessee pay Lessor, and Lessee shall pay to Lessor, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, any unpaid Basic Rent and Supplemental Rent with respect to the Aircraft due on or prior to such date plus the amount of any deficiency between the net proceeds of such sale (after deduction of all reasonable costs of sale) and the Stipulated Loss Value of the Aircraft, computed as of the Rent Payment Date immediately following the date of such sale, together with interest, if any, on the amount of such deficiency, at the Past Due Rate, from the date of such sale to the date of actual payment of such amount; (d) In lieu of exercising its rights under Section 15.1(b) or (c) above, Lessor may, by notice to Lessee specifying a payment date not earlier than ten days or more than 30 days from the date of such notice, require Lessee to pay to Lessor, and Lessee hereby agrees that it will pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain, and not as a penalty, and in lieu of any further payments of Basic Rent hereunder, an amount equal to the sum of (i) all unpaid Basic Rent payable or that would Lessor shall receive and collect the rent therefrom and shall first apply such rent against such expenses as Lessor may have been payable on or before the date of payment specified incurred in such notice and any Supplemental Rent then owing, plus (ii) an amount equal to the Stipulated Loss Value for the Aircraft computed as recovering possession of the Rent Payment Date immediately following demised premises, placing the date same in good order and condition, altering or repairing the same for reletting and such other expenses, commissions and charges, including attorney’s fees, which Lessor may have paid or incurred in connection with such repossession and reletting, and then shall apply such rent against the accelerated rent. No re-entry by Lessor shall be deemed to be an acceptance of payment specified in such notice, together with interest, if any, at the Past Due Rate on the amount of such Basic Rent and Stipulated Loss Value from the payment date specified in such notice until the date of actual payment; and upon such payment of liquidated damages and all other Rent then due and payable a surrender by Lessee hereunder, Lessor shall transfer (without any representation, recourse of this lease or warranty whatsoever other than as to of the absence of Lessor Liens) the Aircraft to Lessee or as Lessee may direct, and Lessor shall execute and deliver such documents evidencing such transfer and take such further action as Lessee shall reasonably request; and (e) Lessor may rescind this Lease Agreement and/or may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for breach hereofdemised premises.