Common use of Other Remedies Available to Indenture Trustee Clause in Contracts

Other Remedies Available to Indenture Trustee. (a) After an Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of the Lease or as holder of a security interest in the Aircraft or Engines or otherwise, may, and when required pursuant to the provisions of Article 9 shall, exercise, subject to Sections 8.03(b) and 8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to the Owner Trustee pursuant to Section 15 of the Lease and this Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude the Owner Trustee and the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. The Indenture Trustee shall have and may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -33- 40 (b) After an Indenture Event of Default, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such sale to the Owner Trustee, the Owner Participant and the Company at least 10 days prior to the date of such sale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at public or private auction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to; provided, however, that notwithstanding any provision herein to the contrary, the Indenture Trustee may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive the Owner Trustee or the Owner Participant of its rights therein unless a declaration of acceleration has been made pursuant to Section 8.02 or the Certificates have otherwise become due and payable through redemption or otherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. The Owner Trustee hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (in the name of the Owner Trustee or otherwise) for the purpose of effectuating any sale, assignment, transfer or delivery for enforcement of the Lien created under this Agreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.

Other Remedies Available to Indenture Trustee. (a) --------------------------------------------- After an Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of the Lease or as holder of a security interest in the Aircraft or Engines or otherwise, may, and when required pursuant to the provisions of Article 9 shall, exercise, subject to Sections 8.03(b) and 8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to the Owner Trustee pursuant to Section 15 of the Lease and this Article 8a secured party under applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude the Owner Trustee and the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. The Indenture Trustee shall have and may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -33- 40 (b) After an Indenture Event of Default, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such sale to the Owner Trustee, the Owner Participant and the Company at least 10 days prior to the date of such sale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at public or private auction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to; provided, however, that notwithstanding during any provision herein period when possession of the Aircraft has been transferred to and the Aircraft is subject to the contraryCivil Reserve Air Fleet Program in accordance with the provisions of Section 4.01(b) hereof and in possession of the United States Government or an agency or instrumentality of the United States, the Indenture Trustee shall not, on account of any Indenture Event of Default, be entitled to do any of the following set forth in this Section 8.03 in such manner as to limit the Owner's control under this Agreement (or any Permitted Lessee's control under any Permitted Lease) of any Airframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may not provide then be applicable under the Air Mobility Command program of the United States Government) written notice provided of default hereunder shall have been given by the Indenture Trustee by registered or certified mail to the Owner (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for above the Air Mobility Command of the United States Air Force under any contract with the Owner (or any Permitted Lessee) relating to the Aircraft; provided, further, that the Indenture Trustee shall give the Owner thirty (30) days' prior written notice of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive the Owner Trustee or the Owner Participant of its rights therein unless a declaration of acceleration has been made pursuant to Section 8.02 or the Certificates have otherwise become due and payable through redemption or otherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. The Owner Trustee hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (in the name of the Owner Trustee or otherwise) for the purpose of effectuating any sale, assignment, transfer or delivery for enforcement of the Lien created under this Agreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such requestAircraft.

Other Remedies Available to Indenture Trustee. (a) After an --------------------------------------------- Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of the Lease or as holder of a security interest in the Aircraft or Engines or otherwise, may, and when required pursuant to the provisions of Article 9 shall, exercise, subject to Sections 8.03(b) and 8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to the Owner Trustee pursuant to Section 15 of the Lease and this Article 8a secured party under applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude the Owner Trustee and the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. The Indenture Trustee shall have and may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -33- 40 (b) After an Indenture Event of Default, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such sale to the Owner Trustee, the Owner Participant and the Company at least 10 days prior to the date of such sale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at public or private auction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to; provided, however, that notwithstanding during any provision herein period when possession of the Aircraft has been transferred to and the Aircraft is subject to the contraryCivil Reserve Air Fleet Program in accordance with the provisions of Section 4.01(b) hereof and in possession of the United States Government or an agency or instrumentality of the United States, the Indenture Trustee shall not, on account of any Indenture Event of Default, be entitled to do any of the following set forth in this Section 8.03 in such manner as to limit the Owner's control under this Agreement (or any Permitted Lessee's control under any Permitted Lease) of any Airframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may not provide then be applicable under the Air Mobility Command program of the United States Government) written notice provided of default hereunder shall have been given by the Indenture Trustee by registered or certified mail to the Owner (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for above the Air Mobility Command of the United States Air Force under any contract with the Owner (or any Permitted Lessee) relating to the Aircraft; provided, further, that the Indenture Trustee shall give the Owner thirty (30) days' prior written notice of its intention to sell any of the Aircraft. [Trust Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive the Owner Trustee or the Owner Participant of its rights therein unless a declaration of acceleration has been made pursuant to Section 8.02 or the Certificates have otherwise become due and payable through redemption or otherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. The Owner Trustee hereby irrevocably constitutes the Indenture Trustee the true and lawful attorneyMortgage (2001-in1 747-fact of the Owner Trustee (in the name of the Owner Trustee or otherwise) for the purpose of effectuating any sale, assignment, transfer or delivery for enforcement of the Lien created under this Agreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.1)]

Other Remedies Available to Indenture Trustee. (a) After an Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of the Lease or as holder of a security interest in the Aircraft or Engines or otherwise, may, and when required pursuant to the provisions of Article 9 shall, exercise, subject to Sections 8.03(b) and 8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to the Owner Trustee pursuant to Section 15 of the Lease and this Article 8a secured party under applicable law, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude the Owner Trustee and the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. The Indenture Trustee shall have and may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -33- 40 (b) After an Indenture Event of Default, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such sale to the Owner Trustee, the Owner Participant and the Company at least 10 days prior to the date of such sale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at public or private auction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to; provided, however, that notwithstanding during any provision herein period when possession of the Aircraft has been transferred to and the Aircraft is subject to the contraryCivil Reserve Air Fleet Program in accordance with the provisions of Section 4.01(b) hereof and in possession of the United States [Trust Indenture and Mortgage (2000-2 747-1)] Government or an agency or instrumentality of the United States, the Indenture Trustee shall not, on account of any Indenture Event of Default, be entitled to do any of the following set forth in this Section 8.03 in such manner as to limit the Owner's control under this Agreement (or any Permitted Lessee's control under any Permitted Lease) of any Airframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may not provide then be applicable under the Air Mobility Command program of the United States Government) written notice provided of default hereunder shall have been given by the Indenture Trustee by registered or certified mail to the Owner (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for above the Air Mobility Command of the United States Air Force under any contract with the Owner (or any Permitted Lessee) relating to the Aircraft; provided, further, that the Indenture Trustee shall give the Owner thirty (30) days' prior written notice of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive the Owner Trustee or the Owner Participant of its rights therein unless a declaration of acceleration has been made pursuant to Section 8.02 or the Certificates have otherwise become due and payable through redemption or otherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. The Owner Trustee hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (in the name of the Owner Trustee or otherwise) for the purpose of effectuating any sale, assignment, transfer or delivery for enforcement of the Lien created under this Agreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such requestAircraft.

Other Remedies Available to Indenture Trustee. (a) After an Indenture Event of Default shall have occurred and so long as such Indenture Event of Default shall be continuing, then and in every such case the Indenture Trustee, as trustee of an express trust and as assignee hereunder of the Lease or as holder of a security interest in the Aircraft or Engines or otherwise, may, and when required pursuant to the provisions of Article 9 shall, exercise, subject to Sections 8.03(b) and 8.03(e), any or all of the rights and powers and pursue any and all of the remedies accorded to the Owner Trustee pursuant to Section 15 of the Lease and this Article 8, may recover judgment in its own name as Indenture Trustee against the Indenture Estate and may take possession of all or any part of the Indenture Estate and may exclude the Owner Trustee and the Owner Participant and all Persons claiming under any of them wholly or partly therefrom. The Indenture Trustee shall have and may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. TRUST INDENTURE AND SECURITY AGREEMENT [N604SWN605SW] -33- 40 (b) After an Indenture Event of Default, subject to Section 8.03(e), the Indenture Trustee may, if at the time such action may be lawful and always subject to compliance with any mandatory legal requirements, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, and having first given notice of such sale to the Owner Trustee, the Owner Participant and the Company at least 10 days prior to the date of such sale, sell and dispose of the Indenture Estate, or any part thereof, or interest therein, at public or private auction, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not it be the location of the Indenture Estate or any part thereof) and time designated in the notice above referred to; provided, however, that notwithstanding any provision herein to the contrary, the Indenture Trustee may not provide the notice provided for above of its intention to sell any of the Indenture Estate or exercise other remedies against the Indenture Estate seeking to deprive the Owner Trustee or the Owner Participant of its rights therein unless a declaration of acceleration has been made pursuant to Section 8.02 or the Certificates have otherwise become due and payable through redemption or otherwise. Any such sale or sales may be adjourned from time to time by announcement at the time and place appointed for such sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture Trustee and the Holder or Holders of any Certificates, or any interest therein, may bid and become the purchaser at any such sale, and each Holder shall be entitled, at any such sale, to credit against the purchase price bid thereby all or any part of the unpaid obligations owing to such Holder and secured by the Lien of this Agreement. The Indenture Trustee may exercise such right without possession or production of the Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or including the Holders as parties to any suit or proceeding relating to foreclosure of any property in the Indenture Estate. The Owner Trustee hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (in the name of the Owner Trustee or otherwise) for the purpose of effectuating any sale, assignment, transfer or delivery for enforcement of the Lien created under this Agreement, whether pursuant to foreclosure or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as the Indenture Trustee may consider necessary or appropriate, with full power of substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.