Common use of Remedies Available to Collateral Agent Clause in Contracts

Remedies Available to Collateral Agent. (a) For the purpose of enforcing any and all rights and remedies under this Security Agreement, after an Event of Default shall have occurred and so long as such Event of Default shall be continuing: (i) upon the written demand of the Collateral Agent and at the Company's expense, the Company shall give the Collateral Agent immediate access to the Tracking System (together with Company personnel necessary to operate the Tracking System) and promptly deliver possession of any Collateral as the Collateral Agent may so demand to the Collateral Agent or its designee in the manner and condition required by, and otherwise in accordance with all the provisions of, this Security Agreement, or the Collateral Agent at its option may enter upon the premises where all or any part of the Collateral is located and take immediate possession of and remove the same by summary proceedings or otherwise (and at the Collateral Agent's option, store the same at the Company's premises until disposal thereof by the Collateral Agent), all without liability accruing to the Collateral Agent (other than that caused by the Collateral Agent's willful misconduct or gross negligence as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) for or by reason of such entry or taking of possession or removing whether for the restoration of damage to property caused by such action or otherwise; and (ii) the Company shall, at the request of the Collateral Agent, promptly execute and deliver to the Collateral Agent such instruments or other documents as may be necessary or advisable to enable the Collateral Agent or an agent or representative designated by the Collateral Agent, at such time or times and place or places as the Collateral Agent may specify, to obtain possession of all or any part of the Collateral the possession of which the Collateral Agent shall at the time be entitled to hereunder; provided, that during any period any aircraft on which a Spare Engine is installed is activated under the Civil Reserve Air Fleet Program in accordance with the provisions of SECTION 2.01(B)(I)(F) hereof and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of its rights under this SECTION 4.01 against the Collateral in such manner as to limit the Company's control of the associated aircraft, unless at least sixty (60) days' (or such lesser period as may then be applicable under the Air Mobility Command program of the United States Government) prior written notice of Default hereunder shall have been given by the Collateral Agent to the Company with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under the contract with the Company relating to such aircraft. (b) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, and when required pursuant to the provisions of Section 7.2 of the Loan Agreement shall, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a secured party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Company and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan Agreement. (c) So long as an Event of Default shall have occurred and be continuing, the Collateral Agent 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 by registered mail to the Company, at least 20 days prior to the date of such sale, and any other notice which may be required by law, sell and dispose of the Collateral, or any part thereof, or interest therein, at public auction or private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Collateral Agent may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) and time designated in the notice above referred to. (d) Any such sale may be adjourned from time to time by announcement at the time and place appointed for such sale, or for any such adjourned sale, without further notice, and the Collateral Agent or any Lender may bid and become the purchaser at any such sale and each Lender shall be entitled at any public auction sale to credit against any purchase price bid at such public auction sale by such Lender all or any part of any unpaid obligations owing to such Lender secured by the Lien of the Security Documents. (e) If an Event of Default has occurred and is continuing, the Collateral Agent shall also be entitled to pursue all or any part of the Collateral wherever it may be found and may enter any of the premises of the Company or any other Person wherever the Collateral may be or be supposed to be and search for the Collateral and take possession of any item of the Collateral pursuant to this SECTION 4.01(E). The Collateral Agent may, from time to time, at the expense of the Company, make all such expenditures for the collection, maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral, as it may deem proper. In each such case, the Collateral Agent shall have the right to collect, maintain, use, insure, operate, store, lease, control or manage the Collateral, and to carry on business and exercise all rights and powers of the Company relating to the Collateral as the Collateral Agent shall deem appropriate, including the right to enter into any and all such agreements with respect to the collection, maintenance, use, insurance, operation, storage, leasing, control or management of the Collateral or any part thereof. The Collateral Agent shall be entitled to collect, sue for and receive directly all monies due or to become due, tolls, rents, issues, profits, xxxducts, revenues or other income pursuant to this SECTION 4.01(E). In accordance with the terms of this SECTION 4.01(E), such monies due or to become due, tolls, rents, issues, profits, products, revenues and other income shall be applied to pay the expenses of collecting, using, operating, storing, leasing, controlling or managing the Collateral, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Company), and all other payments which the Collateral Agent may be required or authorized to make under any provision of this Security Agreement, including this SECTION 4.01(E), as well as just and reasonable compensation for the services of the Collateral Agent, and of all persons properly engaged and employed by the Collateral Agent. (f) Subject to SECTION 4.01(C), the Collateral Agent may proceed to protect and enforce this Security Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Collateral or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Security Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (g) Each and every right, power and remedy herein given to the Collateral Agent specifically or otherwise in this Security Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often in such order as may be deemed expedient by the Collateral Agent, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Collateral Agent in the exercise of any right, remedy or power or in pursuing any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Company or to be an acquiescence therein. (h) Upon and during the continuance of an Event of Default the Collateral Agent shall be entitled to undertake an acceptance of all or a part of the Collateral in satisfaction of all or a specified part of the Obligations pursuant to and in accordance with the provisions of Sections 9-620 and 9-621 of the UCC and the Company's rights thereunder, none of which are waived herein notwithstanding the terms of SECTION 4.03, and, if pursuant to such Sections and after such Event of Default the Company consents to such acceptance, which consent shall not be unreasonably withheld, then the Company shall execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the FAA or any other Governmental Authority having jurisdiction over the Collateral subject to such conveyance) as shall be reasonably required to effectuate the transfer of such Collateral, together with the certificates, if any, representing the same and any other rights of the Company with respect thereto, to the Collateral Agent or any designee or designees selected by the Collateral Agent.

Remedies Available to Collateral Agent. (a) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case, the Collateral Agent, as holder of a security interest in the Collateral may, as and when required pursuant to the provisions of Section 7.2 of the Loan Agreement, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a Secured Party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Grantors and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.8(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.8(e) of the Loan Agreement. (b) For the purpose of enforcing any and all rights and remedies under this Security Agreement, after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, each Grantor agrees that: (i) upon the written demand of the Collateral Agent and at the Company's Borrower’s expense, the Company Borrower shall give the Collateral Agent immediate access to the Tracking System (together with Company personnel necessary to operate the Tracking System) and promptly deliver to the Collateral Agent or its designee possession of any Collateral as the Collateral Agent may so demand to the Collateral Agent or its designee in the manner and condition required by, and otherwise in accordance with all the provisions of, this Security Agreement, or the Collateral Agent at its option may enter upon the premises where all or any part of the Collateral is located and take immediate possession of and remove the same by summary proceedings or otherwise (and at the Collateral Agent's ’s option, store the same at the Company's such Grantor’s premises until disposal thereof by the Collateral Agent), all without liability accruing to the Collateral Agent (other than that caused by the Collateral Agent's ’s willful misconduct or gross negligence as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) for or by reason of such entry or taking of possession or removing whether for the restoration of damage to property caused by such action or otherwise; and (ii) the Company such Grantor shall, at the request of the Collateral Agent, promptly execute and deliver to the Collateral Agent such instruments or other documents as may be necessary or advisable to enable the Collateral Agent or an agent or representative designated by the Collateral Agent, at such time or times and place or places as the Collateral Agent may specify, to obtain possession of all or any part of the Collateral the possession of which the Collateral Agent shall at the time be entitled to hereunder; provided, that during any period any aircraft on which a Spare Engine is installed Aircraft is activated under the Civil Reserve Air Fleet Program in accordance with the provisions of SECTION 2.01(B)(I)(F) [Section 3.1(b)(i)(F)] hereof and in the possession of the government of the United States of America Government or an instrumentality or agency thereof, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of its rights under this SECTION 4.01 Section 5.1 against the Collateral in such manner as to limit the Company's such Grantor’s control of the associated aircraftAirframe or any Engines installed thereon, unless at least sixty (60) days' ’ (or such greater or lesser period as may then be applicable under the Air Mobility Command program of the United States Governmentprogram) prior written notice of Default hereunder shall have been given by the Collateral Agent to the Company such Grantor with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force Headquarters Air Mobility Command under the contract with the Company such Grantor relating to such aircraft. (b) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, and when required pursuant to the provisions of Section 7.2 of the Loan Agreement shall, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a secured party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Company and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan AgreementAircraft. (c) So long as an Event of Default shall have occurred and be continuing, the Collateral Agent 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 by registered mail to the CompanyGrantors, at least 20 days prior to the date of such sale, and any other notice which may be required by law, sell and dispose of the Collateral, or any part thereof, or interest therein, at public auction or private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Collateral Agent may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) and time designated in the notice above referred to. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Grantors. Each Grantor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less then the price which might have been obtained at a public sale. (d) Any such sale may be adjourned from time to time by announcement at the time and place appointed for such sale, or for any such adjourned sale, without further notice, and the Collateral Agent or any Lender may bid and become the purchaser at any such sale and each Lender shall be entitled at any public auction sale to credit against any purchase price bid at such public auction sale by such Lender all or any part of any unpaid obligations owing to such Lender secured by the Lien of the Security Documents. (e) The Collateral Agent is authorized, in connection with any sale of the Collateral, to deliver or otherwise disclose to any prospective purchaser of the Collateral any information in its possession relating to such Collateral, but only to the extent such information is not subject to a non- disclosure agreement or confidentiality agreement between any Grantor and another Person which claims such information is proprietary to it. Notwithstanding the foregoing, if such non-disclosure agreement or confidentiality agreement allows disclosure of such information if the recipient thereof agrees to maintain such information in confidence, such information may be disclosed if` such agreement is obtained. (f) If an Event of Default has occurred and is continuing, the Collateral Agent shall also be entitled to pursue all or any part of the Collateral wherever it may be found and may enter any of the premises of the Company Grantors or any other Person wherever the Collateral may be or be supposed to be and search for the Collateral and take possession of any item of the Collateral pursuant to this SECTION 4.01(ESection 5.1(f). The Collateral Agent may, from time to time, at the expense of the CompanyGrantors, make all such expenditures for the collection, maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral, as it may deem proper. In each such case, the Collateral Agent shall have the right to collect, maintain, use, insure, operate, store, lease, control or manage the Collateral, and to carry on business and exercise all rights and powers of the Company Grantors relating to the Collateral as the Collateral Agent shall deem appropriate, including the right to enter into any and all such agreements with respect to the collection, maintenance, use, insurance, operation, storage, leasing, control or management of the Collateral or any part thereof. The Collateral Agent shall be entitled to collect, sue xxx for and receive directly all monies due or to become due, tolls, rents, issues, profits, xxxductsproducts, revenues or other income pursuant to this SECTION 4.01(ESection 5.1(f). In accordance with the terms of this SECTION 4.01(ESection 5.1(f), such monies due or to become due, tolls, rents, issues, profits, products, revenues and other income shall be applied to pay the expenses of collecting, using, operating, storing, leasing, controlling or managing the Collateral, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the CompanyGrantors), and all other payments which the Collateral Agent may be required or authorized to make under any provision of this Security Agreement, including this SECTION 4.01(ESection 5.1(f), as well as just and reasonable compensation for the services of the Collateral Agent, and of all persons properly engaged and employed by the Collateral Agent. (fg) Subject to SECTION 4.01(C)Section 5.1(c) and the Intercreditor Agreement, the Collateral Agent may proceed to protect and enforce this Security Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Collateral or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Security Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (gh) Each and every right, power and remedy herein given to the Collateral Agent specifically or otherwise in this Security Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often in such order as may be deemed expedient by the Collateral Agent, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Collateral Agent in the exercise of any right, remedy or power and no renewal or in pursuing extension of any remedy of the Obligations secured by this Agreement shall impair any such right, power or remedy or shall be construed to be a waiver of any default on the part Default or Event of the Company Default or to be an acquiescence therein. No notice to or demand on the Grantors in any case shall entitle them to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Collateral Agent to any other or further action in any circumstances without notice or demand. (hi) Upon and during the continuance of an Event of Default the Collateral Agent shall be entitled to undertake an acceptance of all or a part of the Collateral in satisfaction of all or a specified part of the Obligations pursuant to and in accordance with the provisions of Sections 9-620 and 9-621 of the UCC and the Company's rights thereunder, none of which are waived herein notwithstanding the terms of SECTION 4.03, and, if pursuant to such Sections sections and after such Event of Default any of the Company consents Grantors consent to such acceptance, which consent shall not be unreasonably withheld, then the Company such Grantor shall execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the FAA or any other Governmental Authority having jurisdiction over the Collateral subject to such conveyance) as shall be reasonably required to effectuate the transfer of such Collateral, together with the certificates, if any, representing the same and any other rights of the Company such Grantor with respect thereto, to the Collateral Agent or any designee or designees selected by the Collateral Agent.

Remedies Available to Collateral Agent. (a) For the purpose of enforcing any and all rights and remedies under this Security Agreement, after an Event of Default shall have occurred and so long as such Event of Default shall be continuing: (i) upon the written demand of the Collateral Agent and at the Company's expense, the Company shall give the Collateral Agent immediate access to the Tracking System (together with Company personnel necessary to operate the Tracking System) and promptly deliver possession of any Collateral as the Collateral Agent may so demand to the Collateral Agent or its designee in the manner and condition required by, and otherwise in accordance with all the provisions of, this Security Agreement, or the Collateral Agent at its option may enter upon the premises where all or any part of the Collateral is located and take immediate possession of and remove the same by summary proceedings or otherwise (and at the Collateral Agent's option, store the same at the Company's premises until disposal thereof by the Collateral Agent), all without liability accruing to the Collateral Agent (other than that caused by the Collateral Agent's willful misconduct or gross negligence as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) for or by reason of such entry or taking of possession or removing whether for the restoration of damage to property caused by such action or otherwise; and (ii) the Company shall, at the request of the Collateral Agent, promptly execute and deliver to the Collateral Agent such instruments or other documents as may be necessary or advisable to enable the Collateral Agent or an agent or representative designated by the Collateral Agent, at such time or times and place or places as the Collateral Agent may specify, to obtain possession of all or any part of the Collateral the possession of which the Collateral Agent shall at the time be entitled to hereunder; provided, that during any period any aircraft on which a Spare Engine is installed Aircraft is activated under the Civil Reserve Air Fleet Program in accordance with the provisions of SECTION 2.01(B)(I)(FSection 2.01(b)(i)(F) hereof and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of its rights under this SECTION Section 4.01 against the Collateral in such manner as to limit the Company's control of the associated aircraftAirframe or any Engines installed thereon, unless at least sixty (60) days' (or such lesser period as may then be applicable under the Air Mobility Command program of the United States Government) prior written notice of Default hereunder shall have been given by the Collateral Agent to the Company with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under the contract with the Company relating to such aircraftAircraft. (b) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, and when required pursuant to the provisions of Section 7.2 of the Loan Agreement shall, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a secured party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Company and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan Agreement. (c) So long as an Event of Default shall have occurred and be continuing, the Collateral Agent 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 by registered mail to the Company, at least 20 days prior to the date of such sale, and any other notice which may be required by law, sell and dispose of the Collateral, or any part thereof, or interest therein, at public auction or private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Collateral Agent may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) and time designated in the notice above referred to. (d) Any such sale may be adjourned from time to time by announcement at the time and place appointed for such sale, or for any such adjourned sale, without further notice, and the Collateral Agent or any Lender may bid and become the purchaser at any such sale and each Lender shall be entitled at any public auction sale to credit against any purchase price bid at such public auction sale by such Lender all or any part of any unpaid obligations owing to such Lender secured by the Lien of the Security Documents. (e) If an Event of Default has occurred and is continuing, the Collateral Agent shall also be entitled to pursue all or any part of the Collateral wherever it may be found and may enter any of the premises of the Company or any other Person wherever the Collateral may be or be supposed to be and search for the Collateral and take possession of any item of the Collateral pursuant to this SECTION 4.01(ESection 4.01(e). The Collateral Agent may, from time to time, at the expense of the Company, make all such expenditures for the collection, maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral, as it may deem proper. In each such case, the Collateral Agent shall have the right to collect, maintain, use, insure, operate, store, lease, control or manage the Collateral, and to carry on business and exercise all rights and powers of the Company relating to the Collateral as the Collateral Agent shall deem appropriate, including the right to enter into any and all such agreements with respect to the collection, maintenance, use, insurance, operation, storage, leasing, control or management of the Collateral or any part thereof. The Collateral Agent shall be entitled to collect, sue xxx for and receive directly all monies due or to become due, tolls, rents, issues, profits, xxxductsproducts, revenues or other income pursuant to this SECTION 4.01(ESection 4.01(e). In accordance with the terms of this SECTION 4.01(ESection 4.01(e), such monies due or to become due, tolls, rents, issues, profits, products, revenues and other income shall be applied to pay the expenses of collecting, using, operating, storing, leasing, controlling or managing the Collateral, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Company), and all other payments which the Collateral Agent may be required or authorized to make under any provision of this Security Agreement, including this SECTION 4.01(ESection 4.01(e), as well as just and reasonable compensation for the services of the Collateral Agent, and of all persons properly engaged and employed by the Collateral Agent. (f) Subject to SECTION 4.01(CSection 4.01(c), the Collateral Agent may proceed to protect and enforce this Security Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Collateral or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Security Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (g) Each and every right, power and remedy herein given to the Collateral Agent specifically or otherwise in this Security Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often in such order as may be deemed expedient by the Collateral Agent, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Collateral Agent in the exercise of any right, remedy or power or in pursuing any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Company or to be an acquiescence therein. (h) Upon and during the continuance of an Event of Default the Collateral Agent shall be entitled to undertake an acceptance of all or a part of the Collateral in satisfaction of all or a specified part of the Obligations pursuant to and in accordance with the provisions of Sections 9-620 and 9-621 of the UCC and the Company's rights thereunder, none of which are waived herein notwithstanding the terms of SECTION 4.03, and, if pursuant to such Sections and after such Event of Default the Company consents to such acceptance, which consent shall not be unreasonably withheld, then the Company shall execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the FAA or any other Governmental Authority having jurisdiction over the Collateral subject to such conveyance) as shall be reasonably required to effectuate the transfer of such Collateral, together with the certificates, if any, representing the same and any other rights of the Company with respect thereto, to the Collateral Agent or any designee or designees selected by the Collateral Agent.

Remedies Available to Collateral Agent. (a) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, as and when required pursuant to the provisions of Section 7.2 of the Loan Agreement, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a Secured Party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Grantors and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan Agreement. (b) For the purpose of enforcing any and all rights and remedies under this Security Agreement, after an Event of Default shall have occurred and so long as such Event of Default shall be continuing: , each Grantor agrees that: (i) upon the written demand of the Collateral Agent and at the Companysuch Grantor's expense, the Company such Grantor shall give the Collateral Agent immediate access to the Tracking System (together with Company personnel necessary to operate the Tracking System) and promptly deliver to the Collateral Agent or its designee possession of any Collateral as the Collateral Agent may so demand to the Collateral Agent or its designee in the manner and condition required by, and otherwise in accordance with all the provisions of, this Security Agreement, or the Collateral Agent at its option may enter upon the premises where all or any part of the Collateral is located and take immediate possession of and remove the same by summary proceedings or otherwise (and at the Collateral Agent's option, store the same at the Companysuch Grantor's premises until disposal thereof by the Collateral Agent), all without liability accruing to the Collateral Agent (other than that caused by the Collateral Agent's willful misconduct or gross negligence as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) for or by reason of such entry or taking of possession or removing whether for the restoration of damage to property caused by such action or otherwise; and (ii) the Company such Grantor shall, at the request of the Collateral Agent, promptly execute and deliver to the Collateral Agent such instruments or other documents as may be necessary or advisable to enable the Collateral Agent or an agent or representative designated by the Collateral Agent, at such time or times and place or places as the Collateral Agent may specify, to obtain possession of all or any part of the Collateral the possession of which the Collateral Agent shall at the time be entitled to hereunder; provided, that during any period any aircraft on which a Spare Engine is installed is activated under the Civil Reserve Air Fleet Program in accordance with the provisions of SECTION 2.01(B)(I)(FSection 3.01(b)(i)(F) hereof and in the possession of the government of the United States of America Government or an instrumentality or agency thereof, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of its rights under this SECTION 4.01 Section 5.01 against the Collateral in such manner as to limit the Companysuch Grantor's control of the associated aircraft, unless at least sixty (60) days' (or such greater or lesser period as may then be applicable under the Air Mobility Command program of the United States Governmentprogram) prior written notice of Default hereunder shall have been given by the Collateral Agent to the Company with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under the contract with the Company relating to such aircraft. (b) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, and when required pursuant to the provisions of Section 7.2 of the Loan Agreement shall, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a secured party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Company and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan Agreement. (c) So long as an Event of Default shall have occurred and be continuing, the Collateral Agent 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 by registered mail to the Company, Grantors at least 20 days prior to the date of such sale, and any other notice which may be required by law, sell and dispose of the Collateral, or any part thereof, or interest therein, at public auction or private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Collateral Agent may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) and time designated in the notice above referred to. (d) Any such sale may be adjourned from time to time by announcement at the time and place appointed for such sale, or for any such adjourned sale, without further notice, and the Collateral Agent or any Lender may bid and become the purchaser at any such sale and each Lender shall be entitled at any public auction sale to credit against any purchase price bid at such public auction sale by such Lender all or any part of any unpaid obligations owing to such Lender secured by the Lien of the Security Documents. (e) If an Event of Default has occurred and is continuing, the Collateral Agent shall also be entitled to pursue all or any part of the Collateral wherever it may be found and may enter any of the premises of the Company Grantors or any other Person wherever the Collateral may be or be supposed to be and search for the Collateral and take possession of any item of the Collateral pursuant to this SECTION 4.01(ESection 5.01(e). The Collateral Agent may, from time to time, at the expense of the CompanyGrantors, make all such expenditures for the collection, maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral, as it may deem proper. In each such case, the Collateral Agent shall have the right to collect, maintain, use, insure, operate, store, lease, control or manage the Collateral, and to carry on business and exercise all rights and powers of the Company Grantors relating to the Collateral as the Collateral Agent shall deem appropriate, including the right to enter into any and all such agreements with respect to the collection, maintenance, use, insurance, operation, storage, leasing, control or management of the Collateral or any part thereof. The Collateral Agent shall be entitled to collect, sue xxx for and receive directly all monies due or to become due, tolls, rents, issues, profits, xxxductsproducts, revenues or other income pursuant to this SECTION 4.01(ESection 5.01(e). In accordance with the terms of this SECTION 4.01(ESection 5.01(e), such monies due or to become due, tolls, rents, issues, profits, products, revenues and other income shall be applied to pay the expenses of collecting, using, operating, storing, leasing, controlling or managing the Collateral, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the CompanyGrantors), and all other payments which the Collateral Agent may be required or authorized to make under any provision of this Security Agreement, including this SECTION 4.01(ESection 5.01(e), as well as just and reasonable compensation for the services of the Collateral Agent, and of all persons properly engaged and employed by the Collateral Agent. (f) Subject to SECTION 4.01(CSection 5.01(c), the Collateral Agent may proceed to protect and enforce this Security Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Collateral or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Security Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (g) Each and every right, power and remedy herein given to the Collateral Agent specifically or otherwise in this Security Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often in such order as may be deemed expedient by the Collateral Agent, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Collateral Agent in the exercise of any right, remedy or power or in pursuing any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Company Grantors or to be an acquiescence therein. (h) Upon and during the continuance of an Event of Default Default, the Collateral Agent shall be entitled to undertake an acceptance of all or a part of the Collateral in satisfaction of all or a specified part of the Obligations pursuant to and in accordance with the provisions of Sections 9-620 and 9-621 of the UCC and the Company's Grantors' rights thereunder, none of which are waived herein notwithstanding the terms of SECTION 4.03Section 5.03, and, if pursuant to such Sections sections and after such Event of Default any of the Company consents Grantors consent to such acceptance, which consent shall not be unreasonably withheld, then the Company such Grantor shall execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the FAA or any other Governmental Authority having jurisdiction over the Collateral subject to such conveyance) as shall be reasonably required to effectuate the transfer of such Collateral, together with the certificates, if any, representing the same and any other rights of the Company such Grantor with respect thereto, to the Collateral Agent or any designee or designees selected by the Collateral Agent.

Remedies Available to Collateral Agent. (a) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, as and when required pursuant to the provisions of Section 7.2 of the Loan Agreement, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a Secured Party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Grantors and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan Agreement. (b) For the purpose of enforcing any and all rights and remedies under this Security Agreement, after an Event of Default shall have occurred and so long as such Event of Default shall be continuing: , each Grantor agrees that: (i) upon the written demand of the Collateral Agent and at the Companysuch Grantor's expense, the Company such Grantor shall give the Collateral Agent immediate access to the Tracking System (together with Company personnel necessary to operate the Tracking System) and promptly deliver to the Collateral Agent or its designee possession of any Collateral as the Collateral Agent may so demand to the Collateral Agent or its designee in the manner and condition required by, and otherwise in accordance with all the provisions of, this Security Agreement, or the Collateral Agent at its option may enter upon the premises where all or any part of the Collateral is located and take immediate possession of and remove the same by summary proceedings or otherwise (and at the Collateral Agent's option, store the same at the Companysuch Grantor's premises until disposal thereof by the Collateral Agent), all without liability accruing to the Collateral Agent (other than that caused by the Collateral Agent's willful misconduct or gross negligence as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) for or by reason of such entry or taking of possession or removing whether for the restoration of damage to property caused by such action or otherwise; and (ii) the Company such Grantor shall, at the request of the Collateral Agent, promptly execute and deliver to the Collateral Agent such instruments or other documents as may be necessary or advisable to enable the Collateral Agent or an agent or representative designated by the Collateral Agent, at such time or times and place or places as the Collateral Agent may specify, to obtain possession of all or any part of the Collateral the possession of which the Collateral Agent shall at the time be entitled to hereunder; provided, that during any period any aircraft on which a Spare Engine is installed is activated under the Civil Reserve Air Fleet Program in accordance with the provisions of SECTION 2.01(B)(I)(FSection 3.01(b)(i)(F) hereof and in the possession of the government of the United States of America Government or an instrumentality or agency thereof, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of its rights under this SECTION 4.01 Section 5.01 against the Collateral in such manner as to limit the Companysuch Grantor's control of the associated aircraft, unless at least sixty (60) days' (or such greater or lesser period as may then be applicable under the Air Mobility Command program of the United States Governmentprogram) prior written notice of Default hereunder shall have been given by the Collateral Agent to the Company with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under the contract with the Company relating to such aircraft. (b) After an Event of Default shall have occurred and so long as such Event of Default shall be continuing, then and in every such case the Collateral Agent, as holder of a security interest in the Collateral may, and when required pursuant to the provisions of Section 7.2 of the Loan Agreement shall, exercise, any or all of the rights and powers and pursue any and all of the remedies accorded to a secured party under the UCC and under any other applicable law, may recover judgment in its own name as Collateral Agent against the Collateral and may take possession of all or any part of the Collateral and may exclude the Company and all Persons claiming under any of them wholly or partly therefrom. Any proceeds received or realized by the Collateral Agent at any time pursuant to the exercise of remedies hereunder shall be promptly transferred by the Collateral Agent to the account of the Agent specified in Section 2.9(a) of the Loan Agreement for application in accordance with the priority of payments set forth in Section 2.9(e) of the Loan Agreement. (c) So long as an Event of Default shall have occurred and be continuing, the Collateral Agent 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 by registered mail to the Company, Grantors at least 20 days prior to the date of such sale, and any other notice which may be required by law, sell and dispose of the Collateral, or any part thereof, or interest therein, at public auction or private sale, in one lot as an entirety or in separate lots, and either for cash or on credit and on such terms as the Collateral Agent may determine, and at any place (whether or not it be the location of the Collateral or any part thereof) and time designated in the notice above referred to. (d) Any such sale may be adjourned from time to time by announcement at the time and place appointed for such sale, or for any such adjourned sale, without further notice, and the Collateral Agent or any Lender may bid and become the purchaser at any such sale and each Lender shall be entitled at any public auction sale to credit against any purchase price bid at such public auction sale by such Lender all or any part of any unpaid obligations owing to such Lender secured by the Lien of the Security Documents. (e) If an Event of Default has occurred and is continuing, the Collateral Agent shall also be entitled to pursue all or any part of the Collateral wherever it may be found and may enter any of the premises of the Company Grantors or any other Person wherever the Collateral may be or be supposed to be and search for the Collateral and take possession of any item of the Collateral pursuant to this SECTION 4.01(ESection 5.01(e). The Collateral Agent may, from time to time, at the expense of the CompanyGrantors, make all such expenditures for the collection, maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral, as it may deem proper. In each such case, the Collateral Agent shall have the right to collect, maintain, use, insure, operate, store, lease, control or manage the Collateral, and to carry on business and exercise all rights and powers of the Company Grantors relating to the Collateral as the Collateral Agent shall deem appropriate, including the right to enter into any and all such agreements with respect to the collection, maintenance, use, insurance, operation, storage, leasing, control or management of the Collateral or any part thereof. The Collateral Agent shall be entitled to collect, sue xxx for and receive directly all monies due or to become due, tolls, rents, issues, profits, xxxductsproducts, revenues or other income pursuant to this SECTION 4.01(ESection 5.01(e). In accordance with the terms of this SECTION 4.01(ESection 5.01(e), such monies due or to become due, tolls, rents, issues, profits, products, revenues and other income shall be applied to pay the expenses of collecting, using, operating, storing, leasing, controlling or managing the Collateral, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the CompanyGrantors), and all other payments which the Collateral Agent may be required or authorized to make under any provision of this Security Agreement, including this SECTION 4.01(ESection 5.01(e), as well as just and reasonable compensation for the services of the Collateral Agent, and of all persons properly engaged and employed by the Collateral Agent. (f) Subject to SECTION 4.01(CSection 5.01(c), the Collateral Agent may proceed to protect and enforce this Security Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Collateral or any part thereof, or for the recovery of judgment for the indebtedness secured by the Lien created under this Security Agreement or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (g) Each and every right, power and remedy herein given to the Collateral Agent specifically or otherwise in this Security Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often in such order as may be deemed expedient by the Collateral Agent, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Collateral Agent in the exercise of any right, remedy or power or in pursuing any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Company Grantors or to be an acquiescence therein. (h) Upon and during the continuance of an Event of Default Default, the Collateral Agent shall be entitled to undertake an acceptance of all or a part of the Collateral in satisfaction of all or a specified part of the Obligations pursuant to and in accordance with the provisions of Sections 9-620 and 9-621 of the UCC and the Company's Grantors' rights thereunder, none of which are are; waived herein notwithstanding the terms of SECTION 4.03Section 5.03, and, if pursuant to such Sections sections and after such Event of Default any of the Company consents Grantors consent to such acceptance, which consent shall not be unreasonably withheld, then the Company such Grantor shall execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the FAA or any other Governmental Authority having jurisdiction over the Collateral subject to such conveyance) as shall be reasonably required to effectuate the transfer of such Collateral, together with the certificates, if any, representing the same and any other rights of the Company such Grantor with respect thereto, to the Collateral Agent or any designee or designees selected by the Collateral Agent.