Common use of Aircraft Related Collateral Clause in Contracts

Aircraft Related Collateral. All of Company's right, title and interest in and to: (i) all the tolls, rents, issues, profits, revenues and other income of the property subject or required to be subject to the lien of this Mortgage including, without limitation, all payments or proceeds payable to Company after termination of the Lease with respect to the Aircraft as the result of the sale, lease or other disposition thereof, and all estate, right, title interest of every nature whatsoever of Company in and to the same and every part thereof; (ii) all monies and securities deposited or required to be deposited with Agent pursuant to any term of this Mortgage and held or required to be held by Agent hereunder or paid to Agent in accordance with the terms of the Lease; (iii) the contractual rights of the Company under any purchase or modification agreement or manufacturer's warranty, together with all rights, powers, privileges, options, licenses and other benefits of Company (including such indemnities, rights of assignment, rights and remedies for breach of any warranty and/or claims for damages, rights to receive title to parts and materials to the extent same relates to the Aircraft including any agreement assigned therewith; (iv) all amounts payable to Company by any manufacturer, supplier or vendor of any of the Aircraft Collateral or any component thereof pursuant to any warranty or indemnity covering any such Collateral; (v) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Aircraft Collateral to the extent payable to Company under the Lease or to Agent hereunder; (vi) the Lease, including without limitation all Basic Rent, Supplemental Rent, insurance proceeds, requisition, indemnity and other payments of any kind thereunder, and including all rights of Company, as lessor, to execute any election or option or to give any notice, consent, waiver or approval under or in respect of the Lease or to accept any surrender of any of the Aircraft or any part thereof, as well as any rights, powers or remedies on the part of the Lessor, whether arising under the Lease or by statute or at law or in equity, or otherwise, arising out of any Lease Event of Default (as defined in the Lease), including, without limitation, all rights under Section 1110 of the Bankruptcy Code; and (vii) all proceeds of any and all of the properties described above, including, without limitation, all payments under insurance proceeds or payment under any indemnity, payable by reason of any loss or damage to the Aircraft or any Engine. Company shall deliver to Agent an executed chattel paper original counterpart of each Lease and the Lease Supplements covering the Aircraft. All property referred to in this granting clause, whenever acquired by the Lessor under the Lease, shall secure all Secured Obligations. Company does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned to anyone other than Agent, and that it will not, except as provided herein or in the Credit Agreement, enter into any agreement amending or supplementing any purchase agreement, modification agreement to the extent such agreement relates to the Aircraft, or execute any waiver or modification of, or consent under, any such agreement, or settle or compromise any claim arising under any such agreement or submit or consent to the submission of any dispute, difference or other matter arising under or in any respect of any such agreement to arbitration thereunder.

Aircraft Related Collateral. All of Company's right, title and interest in and to: (i) all the tolls, rents, issues, profits, revenues and other income of the property subject or required to be subject to the lien of this Mortgage including, without limitation, all payments or proceeds payable to Company after termination of the Lease with respect to the Aircraft and Spare Engines as the result of the sale, lease or other disposition thereof, and all estate, right, title interest of every nature whatsoever of Company in and to the same and every part thereof; (ii) all monies and securities deposited or required to be deposited with Agent pursuant to any term of this Mortgage and held or required to be held by Agent hereunder or paid to Agent in accordance with the terms of the Lease; (iii) the contractual rights of the Company under any purchase or modification agreement or manufacturer's warranty, together with all rights, powers, privileges, options, licenses and other benefits of Company (including such indemnities, rights of assignment, rights and remedies for breach of any warranty and/or claims for damages, rights to receive title to parts and materials to the extent same relates to the Aircraft or Spare Engines including any agreement assigned therewith; (iv) all amounts payable to Company by any manufacturer, supplier or vendor of any of the Aircraft Collateral or any component thereof pursuant to any warranty or indemnity covering any such Aircraft Collateral; (v) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Aircraft Collateral to the extent payable to Company under the Lease or to Agent hereunder; (vi) the Lease, including without limitation all Basic Rent, Supplemental Rent, insurance proceeds, requisition, indemnity and other payments of any kind thereunder, and including all rights of Company, as lessor, to execute any election or option or to give any notice, consent, waiver or approval under or in respect of the Lease or to accept any surrender of any of the Aircraft or Spare Engines or any part thereof, as well as any rights, powers or remedies on the part of the Lessor, whether arising under the Lease or by statute or at law or in equity, or otherwise, arising out of any Lease Event of Default (as defined in the Lease), including, without limitation, all rights under Section 1110 of the Bankruptcy Code; and (vii) all proceeds of any and all of the properties described above, including, without limitation, all payments under insurance proceeds or payment under any indemnity, payable by reason of any loss or damage to the Aircraft Aircraft, any Engine or any Spare Engine. Company shall deliver to Agent an executed chattel paper original counterpart of each Lease and the Lease Supplements covering the Aircraft. All property referred to in this granting clause, whenever acquired by the Lessor under the Lease, shall secure all Secured Obligations. Company does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned to anyone other than Agent, and that it will not, except as provided herein or in the Credit Agreement, enter into any agreement amending or supplementing any purchase agreement, modification agreement to the extent such agreement relates to the Aircraft, or execute any waiver or modification of, or consent under, any such agreement, or settle or compromise any claim arising under any such agreement or submit or consent to the submission of any dispute, difference or other matter arising under or in any respect of any such agreement to arbitration thereunder.

Aircraft Related Collateral. All of Company's right, title and interest in and to: (i) all the tolls, rents, issues, profits, revenues and other income of the property subject or required to be subject to the lien of this Mortgage including, without limitation, all payments or proceeds payable to Company after termination of the Lease with respect to the Aircraft and Spare Engines as the result of the sale, lease or other disposition thereof, and all estate, right, title interest of every nature whatsoever of Company in and to the same and every part thereof; (ii) all monies and securities deposited or required to be deposited with Agent pursuant to any term of this Mortgage and held or required to be held by Agent hereunder or paid to Agent in accordance with the terms of the Lease; (iii) the contractual rights of the Company under any purchase or modification agreement or manufacturer's warranty, together with all rights, powers, privileges, options, licenses and other benefits of Company (including such indemnities, rights of assignment, rights and remedies for breach of any warranty and/or claims for damages, rights to receive title to parts and materials to the extent same relates to the Aircraft or Spare Engines including any agreement assigned therewith; (iv) all amounts payable to Company by any manufacturer, supplier or vendor of any of the Aircraft Collateral or any component thereof pursuant to any warranty or indemnity covering any such Aircraft Collateral; (v) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Aircraft Collateral to the extent payable to Company under the Lease or to Agent hereunder; (vi) the Lease, including without limitation all Basic Rent, Supplemental Rent, insurance proceeds, requisition, indemnity and other payments of any kind thereunder, and including all rights of Company, as lessor, to execute any election or option or to give any notice, consent, waiver or approval under or in respect of the Lease or to accept any surrender of any of the Aircraft or Spare Engines or any part thereof, as well as any rights, powers or remedies on the part of the Lessor, whether arising under the Lease or by statute or at law or in equity, or otherwise, arising out of any Lease Event of Default (as defined in the Lease), including, without limitation, all rights under Section 1110 of the Bankruptcy Code; and (vii) all proceeds of any and all of the properties described above, including, without limitation, all payments under insurance proceeds or payment under any indemnity, payable by reason of any loss or damage to the Aircraft Aircraft, any Engine or any Spare Engine. Company shall deliver to Agent an executed chattel paper original counterpart of each Lease and the Lease Supplements covering the AircraftAircraft and Spare Engines. All property referred to in this granting clause, whenever acquired by the Lessor under the Lease, shall secure all Secured Obligations. Company does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned to anyone other than Agent, and that it will not, except as provided herein or in the Credit Agreement, enter into any agreement amending or supplementing any purchase agreement, modification agreement to the extent such agreement relates to the AircraftAircraft or Spare Engines, or execute any waiver or modification of, or consent under, any such agreement, or settle or compromise any claim arising under any such agreement or submit or consent to the submission of any dispute, difference or other matter arising under or in any respect of any such agreement to arbitration thereunder.

Aircraft Related Collateral. All of Company's right, title and interest in and to: (i) all the tolls, rents, issues, profits, revenues and other income of the property subject or required to be subject to the lien of this Mortgage including, without limitation, all payments or proceeds other than any such amounts payable pursuant to Company after termination of the Lease with respect to the Aircraft as the result of the sale, lease or other disposition thereof, and all estate, right, title interest of every nature whatsoever of Company in and to the same and every part thereofan ACMI Contract; (ii) all monies and securities deposited or required to be deposited with the Administrative Agent pursuant to any term of this Mortgage and held or required to be held by Administrative Agent hereunder or paid to Agent in accordance with the terms of the Leasehereunder; (iii) the contractual rights of Purchase Agreement to the Company under extent it relates to the Aircraft (include any purchase or modification agreement or manufacturer's warranty, assigned therewith); (iv) the Modification Agreement and each BFE Agreement to the extent each relates to the Aircraft together with all rights, powers, privileges, options, licenses and other benefits of Company (including such indemnities, rights of assignment, rights and remedies for breach of any warranty and/or claims for damages, rights to receive title to parts and materials materials, and the rights to any and each and every other guarantee, condition and warranty contained or implied in the Modification Agreement), as buyer under such agreement including upon an Event of Default to receive and collect all payments of any kind now or hereafter payable or receivable by or for the benefit or account of Company as buyer under the Modification Agreement or such BFE Agreement to the extent same it relates to the Aircraft including and after the occurrence and during the continuation of an Event of Default the right to (A) give or receive any instrument, notice or other communication, (B) exercise any election or option or accept any redelivery of the Aircraft or any part thereof or delivery of any Buyer-Furnished Equipment or grant any waiver, consent or other approval and (C) enter into any amendment, supplement or other modification or agreement assigned therewithrelating to the Modification Agreement or such BFE Agreement or any provision thereof to the extent it relates to the Aircraft; (ivv) all amounts payable to Company by any manufacturer, supplier or vendor of any of the Aircraft Collateral or any component thereof pursuant to any warranty or indemnity covering any such Collateral; (vvi) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Aircraft Collateral to the extent payable to Company under the Lease or to Administrative Agent hereunder; (vi) the Lease, including without limitation all Basic Rent, Supplemental Rent, insurance proceeds, requisition, indemnity ; and other payments of any kind thereunder, and including all rights of Company, as lessor, to execute any election or option or to give any notice, consent, waiver or approval under or in respect of the Lease or to accept any surrender of any of the Aircraft or any part thereof, as well as any rights, powers or remedies on the part of the Lessor, whether arising under the Lease or by statute or at law or in equity, or otherwise, arising out of any Lease Event of Default (as defined in the Lease), including, without limitation, all rights under Section 1110 of the Bankruptcy Code; and152 (vii) all proceeds of any and all of the properties described above, including, without limitation, all payments under insurance proceeds or payment under any indemnity, payable by reason of any loss or damage to the Aircraft or any Engine. Company shall deliver to Agent an executed chattel paper original counterpart of each Lease and the Lease Supplements covering the Aircraft. All property referred to in this granting clause, whenever acquired by the Lessor under the Lease, shall secure all Secured Obligations. Company does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned to anyone other than Administrative Agent, and that it will not, except as provided herein or in the Credit Agreement, enter into any agreement amending or supplementing the Purchase Agreement, the Modification Agreement or any purchase agreement, modification agreement BFE Agreement to the extent such agreement it relates to the Aircraft, or execute any waiver or modification of, or consent under, under any such agreement, or settle or compromise any claim arising under any such agreement agreement, or submit or consent to the submission of any dispute, difference or other matter arising under or in any respect of any such agreement agreement, to arbitration thereunder.

Aircraft Related Collateral. All of the Company's right, title and interest in and to: (i) all the tolls, rents, issues, profits, revenues and other income of the property subject or required to be subject to the lien of this Mortgage including, without limitation, all payments or proceeds payable to the Company after termination of the Lease with respect to the Aircraft as the result of the sale, lease or other disposition thereof, and all estate, right, title and interest of every nature whatsoever of the Company in and to the same and every part thereof; (ii) all monies and securities deposited or required to be deposited with the Agent pursuant to any term of this Mortgage and held or required to be held by the Agent hereunder or paid to the Agent in accordance with the terms of the Lease; (iii) the contractual rights of the Company under any purchase or modification agreement or manufacturer's warranty, together with all rights, powers, privileges, options, licenses and other benefits of the Company (including such indemnities, rights of assignment, rights and remedies for breach of any warranty and/or claims for damages, rights to receive title to parts and materials to the extent same relates to the Aircraft including any agreement assigned therewith; (iv) all amounts payable to the Company by any manufacturer, supplier or vendor of any of the Aircraft Collateral or any component thereof pursuant to any warranty or indemnity covering any such Aircraft Collateral; (v) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any loss, confiscation, condemnation, requisition or other taking of any Aircraft Collateral to the extent payable to the Company under the Lease or to the Agent hereunder; (vi) the Lease, including without limitation all Basic RentRent (as defined in the Lease), Supplemental RentRent (as defined in the Lease), insurance proceeds, requisition, indemnity and other payments of any kind thereunder, and including all rights of the Company, as lessor, to execute any election or option or to give any notice, consent, waiver or approval under or in respect of the Lease or to accept any surrender of any of the Aircraft or any part thereof, as well as any rights, powers or remedies on the part of the Lessor, whether arising under the Lease or by statute or at law or in equity, or otherwise, arising out of any Lease Event of Default (as defined in the Lease), including, without limitation, all rights under Section 1110 of the Bankruptcy Code; and (vii) all proceeds of any and all of the properties described above, including, without limitation, all payments under insurance proceeds or payment under any indemnity, payable by reason of any loss or damage to the Aircraft or any Engine. The Company shall deliver to the Agent an executed chattel paper original counterpart of each Lease and the Lease Supplements covering the Aircraft. All property referred to in this granting clause, whenever acquired by the Lessor under the Lease, shall secure all Secured Obligations. The Company does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned to anyone other than the Agent, and that it will not, except as provided herein or in the Credit Agreement, enter into any agreement amending or supplementing any purchase agreement, modification agreement to the extent such agreement relates to the Aircraft, or execute any waiver or modification of, or consent under, any such agreement, or settle or compromise any claim arising under any such agreement or submit or consent to the submission of any dispute, difference or other matter arising under or in any respect of any such agreement to arbitration thereunder.

Aircraft Related Collateral. All of Company's right, title and interest in and to: (i) all the tolls, rents, issues, profits, revenues and other income of the property subject or required to be subject to the lien of this Mortgage including, without limitation, all payments or proceeds other than any such amounts payable pursuant to Company after termination of the Lease with respect to the Aircraft as the result of the sale, lease or other disposition thereof, and all estate, right, title interest of every nature whatsoever of Company in and to the same and every part thereofan ACMI Contract; (ii) all monies and securities deposited or required to be deposited with the Administrative Agent pursuant to any term of this Mortgage and held or required to be held by Administrative Agent hereunder or paid to Agent in accordance with the terms of the Leasehereunder; (iii) the contractual rights of Purchase Agreement to the Company under extent it relates to the Aircraft (include any purchase or modification agreement or manufacturer's warranty, assigned therewith); (iv) the Modification Agreement and each BFE Agreement to the extent each relates to the Aircraft together with all rights, powers, privileges, options, licenses and other benefits of Company (including such indemnities, rights of assignment, rights and remedies for breach of any warranty and/or claims for damages, rights to receive title to parts and materials materials, and the rights to any and each and every other guarantee, condition and warranty contained or implied in the Modification Agreement), as buyer under such agreement including upon an Event of Default to receive and collect all payments of any kind now or hereafter payable or receivable by or for the benefit or account of Company as buyer under the Modification Agreement or such BFE Agreement to the extent same it relates to the Aircraft including and after the occurrence and during the continuation of an Event of Default the right to (A) give or receive any instrument, notice or other communication, (B) exercise any election or option or accept any redelivery of the Aircraft or any part thereof or delivery of any Buyer-Furnished Equipment or grant any waiver, consent or other approval and (C) enter into any amendment, supplement or other modification or 189 agreement assigned therewithrelating to the Modification Agreement or such BFE Agreement or any provision thereof to the extent it relates to the Aircraft; (ivv) all amounts payable to Company by any manufacturer, supplier or vendor of any of the Aircraft Collateral or any component thereof pursuant to any warranty or indemnity covering any such Collateral; (vvi) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Aircraft Collateral to the extent payable to Company under the Lease or to Administrative Agent hereunder; (vi) the Lease, including without limitation all Basic Rent, Supplemental Rent, insurance proceeds, requisition, indemnity and other payments of any kind thereunder, and including all rights of Company, as lessor, to execute any election or option or to give any notice, consent, waiver or approval under or in respect of the Lease or to accept any surrender of any of the Aircraft or any part thereof, as well as any rights, powers or remedies on the part of the Lessor, whether arising under the Lease or by statute or at law or in equity, or otherwise, arising out of any Lease Event of Default (as defined in the Lease), including, without limitation, all rights under Section 1110 of the Bankruptcy Code; and (vii) all proceeds of any and all of the properties described above, including, without limitation, all payments under insurance proceeds or payment under any indemnity, payable by reason of any loss or damage to the Aircraft or any Engine. Company shall deliver to Agent an executed chattel paper original counterpart of each Lease and the Lease Supplements covering the Aircraft. All property referred to in this granting clause, whenever acquired by the Lessor under the Lease, shall secure all Secured Obligations. Company does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned to anyone other than Administrative Agent, and that it will not, except as provided in the First Mortgage, herein or in the Credit Agreement, enter into any agreement amending or supplementing the Purchase Agreement, the Modification Agreement or any purchase agreement, modification agreement BFE Agreement to the extent such agreement it relates to the Aircraft, or execute any waiver or modification of, or consent under, under any such agreement, or settle or compromise any claim arising under any such agreement agreement, or submit or consent to the submission of any dispute, difference or other matter arising under or in any respect of any such agreement agreement, to arbitration thereunder.