Common use of Delivery of Collateral, Power of Sale, etc Clause in Contracts

Delivery of Collateral, Power of Sale, etc. If Mortgagee should elect to foreclose upon and against the security interest created in and by this Agreement, Mortgagor shall, upon demand of Mortgagee, deliver to Mortgagee all or any part of the Collateral at such time or times and to such airport within the continental United States of America as Mortgagee may specify; and Mortgagee is hereby authorized and empowered, in accordance with applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of Mortgagee's willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee may deem fit in good faith, with or without any previous demand to Mortgagor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor (it being understood and agreed that such provision of notice to Mortgagor shall not be deemed to limit or otherwise restrict Mortgagee's rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of Mortgagee to sell or the application by Mortgagee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor under, applicable Law are hereby expressly waived by Mortgagor to the fullest extent permitted by such Law. In the event that any mandatory requirement of applicable Law shall obligate Mortgagee to give different, additional or prior notice to Mortgagor of any of the foregoing acts, Mortgagor hereby agrees that, to the extent permitted by applicable Law, a written notice sent to it by mail or by telecopy, so as reasonably to be expected to be delivered to Mortgagor at least ten (10) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.

Delivery of Collateral, Power of Sale, etc. (a) If Mortgagee the Security Trustee should elect elect, or be directed by the Trustee, to foreclose upon and against the security interest created in and by this Agreement, Mortgagor each Grantor shall, at its expense and upon demand of Mortgageethe Security Trustee, deliver to Mortgagee the Security Trustee all or any part of the Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee Security Trustee may specify; and Mortgagee the Security Trustee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of Mortgagee's the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee the Security Trustee may deem fit in good faithfaith (it being acknowledged that the Security Trustee shall not be liable to any of the Secured [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Parties in respect of any claim that any such purchase price was not the highest obtainable, provided that the Security Trustee shall have complied with the requirements of Applicable Law), with or without any previous demand to Mortgagor the Issuer, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor such Grantor (it being understood and agreed that such provision of notice to Mortgagor such Grantor shall not be deemed to limit or otherwise restrict Mortgagee's the Security Trustee’s rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of Mortgagee the Security Trustee to sell or the application by Mortgagee the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor such Grantor under, applicable Applicable Law are hereby expressly waived by Mortgagor the Issuer and each other Grantor to the fullest extent permitted by such Applicable Law, except that the Security Trustee shall be obligated to deliver the notice of any proposed sale or lease of an Asset required by the Cape Town Convention. The Security Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. In the event that any mandatory requirement of applicable Applicable Law shall obligate Mortgagee the Security Trustee to give different, additional or prior notice to Mortgagor the Issuer or any Grantor of any of the foregoing acts, Mortgagor the Issuer and each Grantor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopyfacsimile, so as reasonably to be expected to be delivered to Mortgagor the Issuer or such Grantor at least ten five (105) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.

Delivery of Collateral, Power of Sale, etc. (a) If Mortgagee the Security Trustee should elect elect, or be directed by the Trustee, to foreclose upon and against the security interest created in and by this Agreement, Mortgagor each Grantor shall, at its expense and upon demand of Mortgageethe Security Trustee, deliver to Mortgagee the Security Trustee all or any part of the Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee Security Trustee may specify; and Mortgagee the Security Trustee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of Mortgagee's the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee the Security Trustee may deem fit in good faithfaith (it being acknowledged that the Security Trustee shall not be liable to any of the Secured [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission Parties in respect of any claim that any such purchase price was not the highest obtainable, provided that the Security Trustee shall have complied with the requirements of Applicable Law), with or without any previous demand to Mortgagor the Issuer, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor such Grantor (it being understood and agreed that such provision of notice to Mortgagor such Grantor shall not be deemed to limit or otherwise restrict Mortgagee's the Security Trustee’s rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of Mortgagee the Security Trustee to sell or the application by Mortgagee the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor such Grantor under, applicable Applicable Law are hereby expressly waived by Mortgagor the Issuer and each other Grantor to the fullest extent permitted by such Applicable Law, except that the Security Trustee shall be obligated to deliver the notice of any proposed sale or lease of an Asset required by the Cape Town Convention. The Security Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. In the event that any mandatory requirement of applicable Applicable Law shall obligate Mortgagee the Security Trustee to give different, additional or prior notice to Mortgagor the Issuer or any Grantor of any of the foregoing acts, Mortgagor the Issuer and each Grantor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopyfacsimile, so as reasonably to be expected to be delivered to Mortgagor the Issuer or such Grantor at least ten five (105) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.

Delivery of Collateral, Power of Sale, etc. If Mortgagee the Security Trustee should elect to foreclose upon and against the security interest created in and by this Agreement, Mortgagor each Grantor shall, upon demand of Mortgageethe Security Trustee, deliver to Mortgagee the Security Trustee all or any part of the Trust Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee Security Trustee may specify; and Mortgagee the Security Trustee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Trust Collateral incurred other than solely by reason of Mortgagee's the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Trust Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Trust Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee the Security Trustee may deem fit in good faith, with or without any previous demand to Mortgagor WEST, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor such Grantor (it being understood and agreed that such provision of notice to Mortgagor such Grantor shall not be deemed to limit or otherwise restrict Mortgagee's the Security Trustee’s rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of Mortgagee the Security Trustee to sell or the application by Mortgagee the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor such Grantor under, applicable Applicable Law are hereby expressly waived by Mortgagor WEST and each other Grantor to the fullest extent permitted by such Law. In the event that any mandatory requirement of applicable Applicable Law shall obligate Mortgagee the Security Trustee to give different, additional or prior notice to Mortgagor WEST or any Grantor of any of the foregoing acts, Mortgagor WEST and each Grantor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopyfacsimile, so as reasonably to be expected to be delivered to Mortgagor WEST or such Grantor at least ten five (105) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.

Delivery of Collateral, Power of Sale, etc. (a) If Mortgagee the Security Trustee should elect elect, or be directed by the Trustee, to foreclose upon and against the security interest created in and by this Agreement, Mortgagor each Grantor shall, at its expense and upon demand of Mortgageethe Security Trustee, deliver to Mortgagee the Security Trustee all or any part of the Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee Security Trustee may specify; and Mortgagee the Security Trustee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of Mortgagee's the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee the Security Trustee may deem fit in good faithfaith (it being acknowledged that the Security Trustee shall not be liable to any of the Secured Parties in respect of any claim that any such purchase price was not the highest obtainable, provided that the Security Trustee shall have complied with the requirements of Applicable Law), with or without any previous demand to Mortgagor the Issuer, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor such Grantor (it being understood and agreed that such provision of notice to Mortgagor such Grantor shall not be deemed to limit or otherwise restrict Mortgagee's the Security Trustee’s rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of Mortgagee the Security Trustee to sell or the application by Mortgagee the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor such Grantor under, applicable Applicable Law are hereby expressly waived by Mortgagor the Issuer and each other Grantor to the fullest extent permitted by such Applicable Law, except that the Security Trustee shall be obligated to deliver the notice of any proposed sale or lease of an Asset required by the Cape Town Convention. The Security Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. In the event that any mandatory requirement of applicable Applicable Law shall obligate Mortgagee the Security Trustee to give different, additional or prior notice to Mortgagor the Issuer or any Grantor of any of the foregoing acts, Mortgagor the Issuer and 30 each Grantor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopyfacsimile, so as reasonably to be expected to be delivered to Mortgagor the Issuer or such Grantor at least ten five (105) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.. (b) The Security Trustee shall not have any duty or obligation to use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Assets or any other part of the Collateral, or otherwise to take or refrain from taking any action under, or in connection with, this Agreement or any Lease. If an Event of Default under the Indenture shall occur and be continuing and the Security Trustee shall have obtained possession of or title to any Asset, the Security Trustee shall not be obligated to use or operate such Asset or cause such Asset to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of such Asset by any other Person unless the Security Trustee shall have been directed herewith by the Trustee, and indemnified to its satisfaction by the other Secured Parties, to do so and shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to the Trustee (and otherwise acceptable to the Security Trustee) to protect the Collateral and the Security Trustee against any and all liability for loss or damage to such Asset and for public liability and property damage resulting from use or operation of such Asset and funds are available in the Collateral to pay for all such insurance or, in lieu of such insurance, the Security Trustee is furnished with indemnification from any other Person upon terms and in amounts satisfactory to the Trustee (and otherwise acceptable to the Security Trustee) to protect the Collateral and the Security Trustee, both as Security Trustee and individually, against any and all such liabilities. Section 5.03

Delivery of Collateral, Power of Sale, etc. (a) If Mortgagee the Security Trustee should elect elect, or be directed by the Trustee, to foreclose upon and against the security interest created in and by this Agreement, Mortgagor each Grantor shall, at its expense and upon demand of Mortgageethe Security Trustee, deliver to Mortgagee the Security Trustee all or any part of the Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee Security Trustee may specify; and Mortgagee the Security Trustee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of Mortgagee's the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee the Security Trustee may deem fit in good faithfaith (it being acknowledged that the Security Trustee shall not be liable to any of the Secured Parties in respect of any claim that any such purchase price was not the highest obtainable, provided that the Security Trustee shall have complied with the requirements of Applicable Law), with or without any previous demand to Mortgagor the Issuer, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor such Grantor (it being understood and agreed that such provision of notice to Mortgagor such Grantor shall not be deemed to limit or otherwise restrict Mortgagee's the Security Trustee’s rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. purchaser to inquire as to the power and authority of Mortgagee the Security Trustee to sell or the application by Mortgagee the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor such Grantor under, applicable Applicable Law are hereby expressly waived by Mortgagor the Issuer and each other Grantor to the fullest extent permitted by such Applicable Law, except that the Security Trustee shall be obligated to deliver the notice of any proposed sale or lease of an Asset required by the Cape Town Convention. The Security Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. In the event that any mandatory requirement of applicable Applicable Law shall obligate Mortgagee the Security Trustee to give different, additional or prior notice to Mortgagor the Issuer or any Grantor of any of the foregoing acts, Mortgagor the Issuer and each Grantor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopyfacsimile, so as reasonably to be expected to be delivered to Mortgagor the Issuer or such Grantor at least ten five (105) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.

Delivery of Collateral, Power of Sale, etc. If the Mortgagee should elect to foreclose upon and against the security interest created in and by this AgreementAgreement pursuant to and subject to the conditions set forth in Section 2.01 above, the Mortgagor shall, upon written demand of the Mortgagee, deliver to the Mortgagee all or any part of the Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee may specify; and the Mortgagee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of the Mortgagee's gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. The Mortgagee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral at one or more public or private sales, at such places and times and on such terms and conditions as the Mortgagee may deem fit in good faith, with or without any previous demand to the Mortgagor or any other person, or advertisement of any such sale or other disposal upon notice to the Mortgagor (it being understood and agreed that such provision of notice to the Mortgagor shall not be deemed to limit or otherwise restrict the Mortgagee's rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of the Mortgagee to sell or the application by the Mortgagee of the proceeds of sale or otherwise that would otherwise be required by, or available to the Mortgagor under, applicable Applicable Law are hereby expressly waived by the Mortgagor to the fullest extent permitted by such Applicable Law. In the event that any mandatory requirement of applicable Applicable Law shall obligate the Mortgagee to give different, additional or prior notice to the Mortgagor of any of the foregoing acts, the Mortgagor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopytelex, so as reasonably to be expected to be delivered to the Mortgagor at least ten (10) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.

Delivery of Collateral, Power of Sale, etc. (a) If Mortgagee the Security Trustee should elect elect, or be directed by the Trustee, to foreclose upon and against the security interest created in and by this Agreement, Mortgagor each Grantor shall, at its expense and upon demand of Mortgageethe Security Trustee, deliver to Mortgagee the Security Trustee all or any part of the Collateral at such time or times and to such airport within place or places as the continental United States of America as Mortgagee Security Trustee may specify; and Mortgagee the Security Trustee is hereby authorized and empowered, in accordance with applicable Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of Mortgagee's the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. Mortgagee The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as Mortgagee the Security Trustee may deem fit in good faithfaith (it being acknowledged that the Security Trustee shall not be liable to any of the Secured Parties in respect of any claim that any such purchase price was not the highest obtainable, provided that the Security Trustee shall have complied with the requirements of Applicable Law), with or without any previous demand to Mortgagor the Issuer, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to Mortgagor such Grantor (it being understood and agreed that such provision of notice to Mortgagor such Grantor shall not be deemed to limit or otherwise restrict Mortgagee's the Security Trustee’s rights and remedies hereunder or under any other Operative Document or agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective purchaser to inquire as to the power and authority of Mortgagee the Security Trustee to sell or the application by Mortgagee the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to Mortgagor such Grantor under, applicable Applicable Law are hereby expressly waived by Mortgagor the Issuer and each other Grantor to the fullest extent permitted by such Applicable Law, except that the Security Trustee shall be obligated to deliver the notice of any proposed sale or lease of an Asset required by the Cape Town Convention. The Security Trustee shall not be obligated to #4821-3610-4420v6 make any sale of Collateral regardless of notice of sale having been given. In the event that any mandatory requirement of applicable Applicable Law shall obligate Mortgagee the Security Trustee to give different, additional or prior notice to Mortgagor the Issuer or any Grantor of any of the foregoing acts, Mortgagor the Issuer and each Grantor hereby agrees that, to the extent permitted by applicable Applicable Law, a written notice sent to it by mail or by telecopyfacsimile, so as reasonably to be expected to be delivered to Mortgagor the Issuer or such Grantor at least ten five (105) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.