Common use of Interests in the Purchase Agreement Clause in Contracts

Interests in the Purchase Agreement.

Interests in the Purchase Agreement. The grant by the Owner to the Indenture Trustee of the Owner's interests in and to the Contract Rights as set forth in clause (b) of the Granting Clause hereof is subject to the following: (a) With respect to the assignment contained in clause (b) of the Granting Clause, if and so long as (A) the Aircraft shall be subject to this Trust Indenture and (B) no Event of Default under this Trust Indenture has occurred and is continuing, (1) the Indenture Trustee authorizes the Owner, on behalf of but to the exclusion of the Indenture Trustee, to exercise in the Owner's own name (i) all rights and powers related to the Assigned Warranties and the Guaranty as it relates to the Assigned Warranties and (ii) subject to paragraph 7.07(c) hereof, to retain any recovery or benefit resulting from the enforcement of any Assigned Warranties in respect of the Aircraft or resulting from the enforcement of the Guaranty in respect of the same, and (2) the Indenture Trustee shall, at the Owner's expense, cooperate with the Owner and take such actions as the Owner reasonably deems necessary to enable the Owner to enforce such rights and claims. (b) In the event that an Event of Default under this Trust Indenture has occurred and is continuing and thereafter until such Event of Default has been cured or waived: (i) at the Indenture Trustee's option, the authorization given to the Owner under paragraph 7.07(a) hereof to enforce such rights and claims shall henceforth cease to be effective and the Indenture Trustee and its successors and permitted assigns shall, to the exclusion of the Owner, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and the Owner shall, at the request of the Indenture Trustee or its successors or permitted assigns and at the Owner's expense, cooperate with and take such action as reasonably necessary to enable the Indenture Trustee and its successors and permitted assigns to enforce such rights and claims, and the Indenture Trustee, if it shall elect to enforce such rights or claims, shall use its best efforts to assert and enforce such rights and claims, and (ii) the Owner will be deemed to have irrevocably constituted the Indenture Trustee and its successors and permitted assigns the Owner's true and lawful attorney (it being acknowledged that such appointment is coupled with an interest, namely the Indenture Trustee's rights acquired and to be acquired hereunder) with full power (in the name of the Owner or otherwise) to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft, to the extent that the same have been assigned pursuant to clause (b) of the Granting Clause hereof, and for such period as the Indenture Trustee may exercise rights with respect thereto under this clause (ii), to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceedings and to obtain any recovery in connection therewith which the Indenture Trustee may deem to be necessary or advisable in the premises. (c) Notwithstanding clause (b) of the Granting Clause hereof, this Section 7.07 and anything in this Trust Indenture to the contrary (but subject to all the terms of the Purchase Agreement), all amounts that the Supplier or the Manufacturer is obligated to pay to the Owner under Clauses 12, 13 and, to the extent relating to acts to be performed following the date of enforcement of this Indenture, 17 of the Purchase Agreement with respect to the Aircraft or the Guaranty as it relates to such Clauses (a "Supplier Payment"), will be payable and applicable as follows: so long as the Aircraft is subject to this Trust Indenture, all Supplier Payments shall be paid to the Owner unless and until an Event of Default under this Trust Indenture has occurred and is continuing, whereupon the Indenture Trustee shall direct the Supplier to make all Supplier Payments directly to the Indenture Trustee until all Events of Default under this Trust Indenture have been cured or waived. Any amounts received by the Indenture Trustee pursuant to the immediately preceding sentence shall, to the extent not theretofore applied in satisfaction of the Secured Obligations, be returned to the Owner promptly after all Events of Default under this Trust Indenture have been cured or waived. (d) Anything herein contained to the contrary notwithstanding: (i) the Owner shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Northwest" thereunder to the same extent as if this Trust Indenture had not been executed; (ii) the exercise by the Indenture Trustee of any of the rights assigned hereunder shall not release the Owner from any of its duties or obligations to the Supplier under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by the Indenture Trustee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph (e) of this Section 7.07, the Indenture Trustee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Trust Indenture or be obligated to perform any of the obligations or duties of the Owner under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (e) Without in any way releasing the Owner from any of its duties or obligations under the Purchase Agreement, the Indenture Trustee confirms for the benefit of the Supplier and the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement or the Guaranty, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement or the Guaranty, the terms and conditions of the Purchase Agreement and the Guaranty shall apply to, and be binding upon, the Indenture Trustee to the same extent as the Owner. The Indenture Trustee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement and the Guaranty and to understand thoroughly the terms and conditions thereof. (f) Nothing contained in this Trust Indenture shall (i) subject the Supplier or the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or the Guaranty or (ii) modify in any respect the Supplier's or the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement. (g) For all purposes of the assignment contained in clause (b) of the Granting Clause, the Supplier and the Manufacturer shall not be deemed to have knowledge of and need not recognize any Event of Default, unless and until the Supplier shall have received written notice thereof from the Indenture Trustee at the address for the Supplier set forth in Section 11.05 hereof and, in acting in accordance with the terms of the Purchase Agreement, the Guaranty and the assignment contained in clause (b) of the Granting Clause, the Supplier and the Manufacturer may act with acquittance and conclusively rely upon such notice.

Interests in the Purchase Agreement. The grant by the Owner to the Indenture Trustee of the Owner’s interests in and to the Contract Rights as set forth in clause (b) of the Granting Clause hereof is subject to the following: (a) If and so long as (A) the Aircraft shall be subject to this Trust Indenture and (B) the Manufacturer shall not have received written notice from the Indenture Trustee (including by mail, courier, telex, or telecopy thereof from the Indenture Trustee addressed to the Manufacturer at its address specified in Section 11.05 hereof) that an Event of Default under this Trust Indenture has occurred and is continuing, (1) the Indenture Trustee authorizes the Owner, on behalf of but to the exclusion of the Indenture Trustee, to exercise in the Owner’s own name (i) such rights and powers of the “Buyer” under the Purchase Agreement and (ii) such rights as the Indenture Trustee may have with respect to the Aircraft under any warranty, covenant, representation, service life policy, aircraft performance guarantee, indemnity or product support agreement of the Manufacturer or any subcontractor or vendor with respect thereto and, subject to paragraph 7.07(c) hereof, to retain any recovery or benefit resulting from the enforcement of any warranty, covenant, representation, service life policy, aircraft performance guarantee, indemnity, or product support agreement of the Manufacturer or any subcontractor or vendor under the Purchase Agreement in respect of the Aircraft, and (2) the Indenture Trustee shall, at the Owner’s expense, cooperate with the Owner and take such actions as the Owner reasonably deems necessary to enable the Owner to enforce such rights and claims. (b) Effective upon the receipt by the Manufacturer of written notice from the Indenture Trustee that an Event of Default under this Trust Indenture has occurred and is continuing and thereafter until the Manufacturer shall have received written notice from the Indenture Trustee that such Event of Default has been cured or waived: (i) at the Indenture Trustee’s option, the authorization given to the Owner under paragraph 7.07(a) hereof to enforce such rights and claims shall henceforth cease to be effective and the Indenture Trustee and its successors and permitted assigns shall, to the exclusion of the Owner, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and the Owner shall, at the request of the Indenture Trustee or its successors or permitted assigns and at the Owner’s expense, cooperate with and take such action as reasonably necessary to enable the Indenture Trustee and its successors and permitted assigns to enforce such rights and claims, and the Indenture Trustee, if it shall elect to enforce such rights or claims, shall use its best efforts to assert and enforce such rights and claims, and (ii) the Owner will be deemed to have irrevocably constituted the Indenture Trustee and its successors and permitted assigns the Owner’s true and lawful attorney (it being acknowledged that such appointment is coupled with an interest, namely the Indenture Trustee’s rights acquired and to be acquired hereunder) with full power (in the name of the Owner or otherwise) to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft, to the extent that the same have been assigned pursuant to clause (b) of the Granting Clause hereof, and for such period as the Indenture Trustee may exercise rights with respect thereto under this clause (ii), to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceedings and to obtain any recovery in connection therewith which the Indenture Trustee may deem to be necessary or advisable in the premises; provided, that notwithstanding the occurrence and continuation of an Event of Default, the Indenture Trustee shall not enter into any amendment or modification of the Purchase Agreement that would increase the obligations of the Owner thereunder. (c) Notwithstanding clause (b) of the Granting Clause hereof, this Section 7.07 and anything in this Trust Indenture to the contrary, all amounts that the Manufacturer is obligated to pay to the Owner under the Contract Rights with respect to the Aircraft, including, without limitation, in respect of refunds thereunder or resulting from the enforcement of any warranty, service life policy, aircraft performance guarantee or indemnity or product support agreement thereunder or the enforcement or exercise of any right or power under the Contract Rights or hereunder (a “Manufacturer Payment”), will be payable and applicable as follows: all the Manufacturer Payments shall be paid to the Owner unless and until the Manufacturer shall have received written notice from the Indenture Trustee that an Event of Default under this Trust Indenture has occurred and is continuing, whereupon the Manufacturer will, until the Manufacturer shall have received written notice from the Indenture Trustee that all Events of Default under this Trust Indenture have been cured or waived, make any and all such payments directly to the Indenture Trustee. Any amounts received by the Indenture Trustee pursuant to the immediately preceding sentence shall, to the extent not theretofore applied in satisfaction of the Secured Obligations, be returned to the Owner promptly after all Events of Default under this Trust Indenture have been cured or waived. (d) For all purposes of this Trust Indenture, the Manufacturer shall not be deemed to have knowledge of an Event of Default under this Trust Indenture or of the discontinuance or waiver of an Event of Default unless and until the Manufacturer shall have received written notice thereof from the Indenture Trustee (including by mail, courier, telex, or telecopy thereof from the Indenture Trustee addressed to the Manufacturer at its address specified in Section 11.05 hereof) and, in acting in accordance with the terms and conditions of the Purchase Agreement and this Trust Indenture, the Manufacturer may rely conclusively upon any such notice. (e) Anything herein contained to the contrary notwithstanding: (i) the Owner shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of “Buyer” thereunder to the same extent as if this Trust Indenture had not been executed; (ii) the exercise by the Indenture Trustee of any of the rights assigned hereunder shall not release the Owner from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by the Indenture Trustee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph (f) of this Section 7.07, the Indenture Trustee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Trust Indenture or be obligated to perform any of the obligations or duties of the Owner under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (f) Without in any way releasing the Owner from any of its duties or obligations under the Purchase Agreement, the Indenture Trustee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in Attachment C to the Purchase Agreement) shall apply to, and be binding upon, the Indenture Trustee to the same extent as the Owner. The Indenture Trustee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (g) Nothing contained in this Trust Indenture shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer’s contract rights thereunder, except as provided in the Consent and Agreement.

Interests in the Purchase Agreement. The grant by the Owner to the Indenture Trustee of the Owner's interests in and to the Contract Rights as set forth in clause (2) of the Granting Clause hereof is subject to the following: (a) If and so long as (A) the Aircraft shall be subject to this Trust Indenture and (B) the Manufacturer shall not have received written notice from the Indenture Trustee (including by mail, courier, telex, or telecopy thereof from the Indenture Trustee addressed to the Manufacturer's Vice President - Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, XX 00000 if by mail; 0000 Xxxxxxxxx Xxx. X.X., X/X 00-00, Xxxxxx, XX 00000, if by courier; 000-000-0000 if by telecopy and 32-9430 (answerback BOEINGREN), if by telex) that an Event of Default under this Trust Indenture has occurred and is continuing, (1) the Indenture Trustee authorizes the Owner, on behalf of but to the exclusion of the Indenture Trustee, to exercise in the Owner's own name (i) such rights and powers of the "Buyer" under the Purchase Agreement and (ii) such rights as the Indenture Trustee may have with respect to the Aircraft under any warranty, covenant, representation, service life policy, aircraft performance guarantee, indemnity or product support agreement of the Manufacturer or any subcontractor or vendor with respect thereto and, subject to paragraph 7.07(c) hereof, to retain any recovery or benefit resulting from the enforcement of any warranty, covenant, representation, service life policy, aircraft performance guarantee, indemnity, or product support agreement of the Manufacturer or any subcontractor or vendor under the Purchase Agreement in respect of the Aircraft, and (2) the Indenture Trustee shall, at the Owner's expense, cooperate with the Owner and take such actions as the Owner reasonably deems necessary to enable the Owner to enforce such rights and claims. (b) Effective upon the receipt by the Manufacturer of written notice from the Indenture Trustee that an Event of Default under this Trust Indenture has occurred and is continuing and thereafter until the Manufacturer shall have received written notice from the Indenture Trustee that such Event of Default has been cured or waived: (i) at the Indenture Trustee's option, the authorization given to the Owner under paragraph 7.07(a) hereof to enforce such rights and claims shall henceforth cease to be effective and the Indenture Trustee and its successors and permitted assigns shall, to the exclusion of the Owner, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and the Owner shall, at the request of the Indenture Trustee or its successors or permitted assigns and at the Owner's expense, cooperate with and take such action as reasonably necessary to enable the Indenture Trustee and its successors and permitted assigns to enforce such rights and claims, and the Indenture Trustee, if it shall elect to enforce such rights or claims, shall use its best efforts to assert and enforce such rights and claims, and (ii) the Owner will be deemed to have irrevocably constituted the Indenture Trustee and its successors and permitted assigns the Owner's true and lawful attorney (it being acknowledged that such appointment is coupled with an interest, namely the Indenture Trustee's rights acquired and to be acquired hereunder) with full power (in the name of the Owner or otherwise) to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft, to the extent that the same have been assigned pursuant to clause (2) of the Granting Clause hereof, and for such period as the Indenture Trustee may exercise rights with respect thereto under this clause (ii), to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceedings and to obtain any recovery in connection therewith which the Indenture Trustee may deem to be necessary or advisable in the premises. (c) Notwithstanding clause (2) of the Granting Clause hereof, this Section 7.07 and anything in this Trust Indenture to the contrary, all amounts that the Manufacturer is obligated to pay to the Owner under the Purchase Agreement with respect to the Aircraft, including, without limitation, in respect of refunds thereunder or resulting from the enforcement of any warranty, service life policy, aircraft performance guarantee or indemnity or product support agreement thereunder or the enforcement or exercise of any right or power under the Purchase Agreement or hereunder (a "Manufacturer Payment") (excluding, however, from the Manufacturer Payments any amounts the Manufacturer is obligated to pay to the Owner with respect to the rights reserved to the Owner in clauses (i) through (v) of the definition of Contract Rights, which shall at all times be paid to the Owner), will be payable and applicable as follows: all the Manufacturer Payments shall be paid to the Owner unless and until the Manufacturer shall have received written notice from the Indenture Trustee that an Event of Default under this Trust Indenture has occurred and is continuing, whereupon the Manufacturer will, until the Manufacturer shall have received written notice from the Indenture Trustee that all Events of Default under this Trust Indenture have been cured or waived, make any and all such payments directly to the Indenture Trustee. Any amounts received by the Indenture Trustee pursuant to the immediately preceding sentence shall, to the extent not theretofore applied in satisfaction of the Secured Obligations, be returned to the Owner promptly after all Events of Default under this Trust Indenture have been cured or waived. (d) For all purposes of this Trust Indenture, the Manufacturer shall not be deemed to have knowledge of an Event of Default under this Trust Indenture or of the discontinuance or waiver of an Event of Default unless and until the Manufacturer shall have received written notice thereof from the Indenture Trustee (including by mail, courier, telex, or telecopy thereof from the Indenture Trustee addressed to the Manufacturer's Vice President - Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, XX 00000 if by mail; 0000 Xxxxxxxxx Xxx. X.X., X/X 00-00, Xxxxxx, XX 00000, if by courier; 000-000-0000 if by telecopy and 32-9430 (answerback BOEINGREN), if by telex) and, in acting in accordance with the terms and conditions of the Purchase Agreement and this Trust Indenture, the Manufacturer may rely conclusively upon any such notice. (e) Anything herein contained to the contrary notwithstanding: (i) the Owner shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Trust Indenture had not been executed; (ii) the exercise by the Indenture Trustee of any of the rights assigned hereunder shall not release the Owner from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by the Indenture Trustee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph (f) of this Section 7.07, the Indenture Trustee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Trust Indenture or be obligated to perform any of the obligations or duties of the Owner under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (f) Without in any way releasing the Owner from any of its duties or obligations under the Purchase Agreement, the Indenture Trustee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement (including, without limitation, the warranty disclaimer and indemnity provisions in the product assurance and customer support documents, Exhibits B and C, respectively, to the Purchase Agreement) shall apply to, and be binding upon, the Indenture Trustee to the same extent as the Owner. The Indenture Trustee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement (insofar as it relates to the Aircraft) and to understand thoroughly the terms and conditions thereof. (g) Nothing contained in this Trust Indenture shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement.

Interests in the Purchase Agreement. The grant by the Company to the Collateral Agent of the Company’s interests in and to the Contract Rights as set forth in granting clause (b) of Section 2.1 hereof is subject to the following: (a) If and so long as AVSA shall not have received notice from the Collateral Agent in writing addressed to its Chief Executive Officer at 0, xxxx Xxxxx Xxxxxxx Xxxxxxxx, 31700 Blagnac, France that an Event of Default under this Mortgage has occurred and is continuing, the Collateral Agent (1) authorizes the Company, on behalf of but to the exclusion of the Collateral Agent, to exercise in the Company’s own name the Contract Rights and (2) at the Company’s expense, shall cooperate with the Company and take such actions as the Company reasonably deems necessary to enable the Company to enforce the Contract Rights. (b) Effective upon the receipt by AVSA of notice from the Collateral Agent that an Event of Default under this Mortgage has occurred and is continuing and thereafter until AVSA shall have received written notice from the Collateral Agent that such Event of Default has been cured or waived: (1) at the Collateral Agent’s option, the authorization given to the Company under clause (a) of this Section 3.11 to enforce the Contract Rights shall henceforth cease to be effective and the Collateral Agent and its successors and assigns, to the exclusion of the Company, shall be entitled to assert and enforce Contract Rights as substitute party plaintiff or otherwise and the Company, at the request of the Collateral Agent or its successors or assigns and at the Company’s expense, shall cooperate with and take such action as reasonably necessary to enable the Collateral Agent and its successors and assigns to enforce Contract Rights, and the Collateral Agent, if it shall elect to enforce Contract Rights, shall use its best efforts to assert and enforce Contract Rights, and (2) the Company will be deemed to have irrevocably constituted the Collateral Agent and its successors and permitted assigns the Company’s true and lawful attorney (it being acknowledged that such appointment is coupled with an interest, namely the Collateral Agent’s rights acquired and to be acquired hereunder) with full power (in the name of the Company or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft, to the extent that the same have been assigned under granting clause (b) of Section 2.1 of this Mortgage, and for such period as the Collateral Agent may exercise rights with respect thereto under this clause (2), to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any orders in connection therewith and to file any action or institute (or, if previously commenced, assume control of) any proceedings and to obtain any recovery in connection therewith with the Collateral Agent may deem to be necessary or advisable in the premises. (c) Notwithstanding granting clause (b) of Section 2.1, this Section 3.11 and anything in this Mortgage to the contrary, all amounts that AVSA or the Manufacturer is obligated to pay to the Company pursuant to the Contract Rights (a “Manufacturer Payment”) will be payable and applicable as follows: all the Manufacturer Payments shall be paid to the Company unless and until AVSA shall have received written notice from the Collateral Agent that an Event of Default under this Mortgage has occurred and is continuing, whereupon AVSA and the Manufacturer will make any and all such payments directly to the Collateral Agent, until AVSA shall have received written notice from the Collateral Agent that all Events of Default under this Mortgage have been cured or waived. Any amounts received by the Collateral Agent pursuant to the immediately preceding sentence, to the extent not theretofore applied in satisfaction of the Obligations, shall be returned to the Company promptly after all Events of Default hereunder have been cured or waived. (d) For all purposes of this Mortgage, AVSA shall not be deemed to have knowledge of a declaration of an Event of Default under this Mortgage or of the discontinuance or waiver of an Event of Default unless and until the Manufacturer shall have received written notice addressed to AVSA as provided in paragraph (a) above, and in acting in accordance with the terms and conditions of the Purchase Agreement and this Mortgage, AVSA and the Manufacturer may rely conclusively upon any such notice. (e) Anything herein contained to the contrary notwithstanding: (1) the Company shall at all times remain liable to AVSA and the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of its duties and obligations thereunder to the same extent as if this Mortgage had not been executed; (2) the exercise by the Collateral Agent of any of the Company’s rights assigned hereunder shall not release the Company from any of its duties or obligations to AVSA or the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by the Collateral Agent shall constitute performance of such duties and obligations; and (3) except as provided in clause (f) of this Section 3.11, the Collateral Agent shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Mortgage or be obligated to perform any of the obligations or duties of the Company under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (f) Without in any way releasing the Company from any of its duties or obligations under the Purchase Agreement, the Collateral Agent confirms for the benefit of AVSA and the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement shall apply to, and be binding upon, the Collateral Agent to the same extent as the Company. (g) Nothing contained in this Mortgage shall (1) subject AVSA or the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (2) modify in any respect AVSA’s or the Manufacturer’s contract rights thereunder.

Interests in the Purchase Agreement. The grant by the Owner to the Indenture Trustee of the Owner's interests in and to the Contract Rights as set forth in clause (b) of the Granting Clause hereof is subject to the following: (a) With respect to the assignment contained in clause (b) of the Granting Clause, if and so long as (A) the Aircraft shall be subject to this Trust Indenture and (B) no Event of Default under this Trust Indenture has occurred and is continuing, (1) the Indenture Trustee authorizes the Owner, on behalf of but to the exclusion of the Indenture Trustee, to exercise in the Owner's own name (i) all rights and powers related to the Contract Rights and (ii) subject to paragraph 7.07(c) hereof, to retain any recovery or benefit resulting from the enforcement of any Contract Rights in respect of the Aircraft, and (2) the Indenture Trustee shall, at the Owner's expense, cooperate with the Owner and take such actions as the Owner reasonably deems necessary to enable the Owner to enforce such rights and claims. (b) In the event that an Event of Default under this Trust Indenture has occurred and is continuing and thereafter until such Event of Default has been cured or waived: (i) at the Indenture Trustee's option, the authorization given to the Owner under paragraph 7.07(a) hereof to enforce such rights and claims shall henceforth cease to be effective and the Indenture Trustee and its successors and permitted assigns shall, to the exclusion of the Owner, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and the Owner shall, at the request of the Indenture Trustee or its successors or permitted assigns and at the Owner's expense, cooperate with and take such action as reasonably necessary to enable the Indenture Trustee and its successors and permitted assigns to enforce such rights and claims, and the Indenture Trustee, if it shall elect to enforce such rights or claims, shall use its best efforts to assert and enforce such rights and claims, and (ii) the Owner will be deemed to have irrevocably constituted the Indenture Trustee and its successors and permitted assigns the Owner's true and lawful attorney (it being acknowledged that such appointment is coupled with an interest, namely the Indenture Trustee's rights acquired and to be acquired hereunder) with full power (in the name of the Owner or otherwise) to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft, to the extent that the same have been assigned pursuant to clause (b) of the Granting Clause hereof, and for such period as the Indenture Trustee may exercise rights with respect thereto under this clause (ii), to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceedings and to obtain any recovery in connection therewith which the Indenture Trustee may deem to be necessary or advisable in the premises. (c) Notwithstanding clause (b) of the Granting Clause hereof, this Section 7.07 and anything in this Trust Indenture to the contrary (but subject to all the terms of the Purchase Agreement), all amounts that the Manufacturer is obligated to pay to the Owner in respect of the Contract Rights under the Purchase Agreement with respect to the Aircraft as it relates to such Contract Rights (a "Manufacturer Payment"), will be payable and applicable as follows: so long as the Aircraft is subject to this Trust Indenture, all Manufacturer Payments shall be paid to the Owner unless and until an Event of Default under this Trust Indenture has occurred and is continuing, whereupon the Indenture Trustee shall direct the Manufacturer to make all Manufacturer Payments directly to the Indenture Trustee until all Events of Default under this Trust Indenture have been cured or waived. Any amounts received by the Indenture Trustee pursuant to the immediately preceding sentence shall, to the extent not theretofore applied in satisfaction of the Secured Obligations, be returned to the Owner promptly after all Events of Default under this Trust Indenture have been cured or waived. (d) Anything herein contained to the contrary notwithstanding: (i) the Owner shall at all times remain liable to the Manufacturer under the Purchase Agreement in respect of the Aircraft to perform all of the duties and obligations of "Buyer" thereunder to the same extent as if this Trust Indenture had not been executed; (ii) the exercise by the Indenture Trustee of any of the rights assigned hereunder shall not release the Owner from any of its duties or obligations to the Manufacturer under the Purchase Agreement in respect of the Aircraft except to the extent that such exercise by the Indenture Trustee shall constitute performance of such duties and obligations; and (iii) except as provided in paragraph (e) of this Section 7.07, the Indenture Trustee shall not have any obligation or liability under the Purchase Agreement by reason of, or arising out of, this Trust Indenture or be obligated to perform any of the obligations or duties of the Owner under the Purchase Agreement or to make any payment or make any inquiry as to the sufficiency of any payment received by it or to present or to file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. (e) Without in any way releasing the Owner from any of its duties or obligations under the Purchase Agreement, the Indenture Trustee confirms for the benefit of the Manufacturer that, insofar as the provisions of the Purchase Agreement relate to the Aircraft, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things delivered or to be delivered pursuant to the Purchase Agreement, the terms and conditions of the Purchase Agreement shall apply to, and be binding upon, the Indenture Trustee to the same extent as the Owner. The Indenture Trustee hereby confirms that it shall be deemed for all purposes to have read and be familiar with the Purchase Agreement and to understand thoroughly the terms and conditions thereof. (f) Nothing contained in this Trust Indenture shall (i) subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or (ii) modify in any respect the Manufacturer's contract rights thereunder, except as provided in the Consent and Agreement. (g) For all purposes of the assignment contained in clause (b) of the Granting Clause, the Manufacturer shall not be deemed to have knowledge of and need not recognize any Event of Default, unless and until the Manufacturer shall have received written notice thereof from the Indenture Trustee at the address for the Manufacturer set forth in Section 11.05 hereof and three Business Days shall have elapsed from the date of actual receipt by the Manufacturer and, in acting in accordance with the terms of the Purchase Agreement and the assignment contained in clause (b) of the Granting Clause, the Manufacturer may act with acquittance and conclusively rely upon such notice.