Common use of Remedies Available Clause in Contracts

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following: (1) cause Borrower, upon the written demand of Security Agent, at Borrower’s expense, to deliver promptly, and Borrower shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Agent or its order, or Security Agent, at its option, may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft Documents are located and take immediate possession of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2) sell all or any part of the Airframe and any Engine at public or private sale, whether or not Security Agent shall at the time have possession thereof, as Security Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe or such Engine as Security Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrower, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 3; and/or (3) exercise any other remedy of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every taking of possession of Collateral under this Section 5.2, Security Agent shall, acting at the written direction of a Majority in Interest of Lenders, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower), make all such expenditures for maintenance, repairs, replacements, and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower relating to the Collateral in connection therewith, as Security Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably determine; and Security Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which Security Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7, and shall otherwise be applied in accordance with the provisions of Section 3. In addition, Borrower shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c), at the request of Security Agent, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary or advisable to enable Security Agent or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, to the entry of which judgment Borrower hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender to receive all amounts owing to such Lender as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be Collateral Agent (in defaultaccordance with the provisions of Article 5 hereof) may, and Security upon the written instructions of the Required Banks, the Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following; PROVIDED, HOWEVER, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.2(a) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (A), (B) and (C) in relation to such Aircraft in such manner as to limit the Company's control under this Mortgage of the relevant Airframe, 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or any Lessee) relating to such Aircraft: (1A) cause Borrowerthe Company, upon the written demand of Security the Collateral Agent, at Borrower’s the Company's expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor lien or secured party of such engine; provided PROVIDED that the an Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of Security Agent and if agreed by Borrower the Collateral Agent, be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.43.4(e) hereof; (2B) sell all or any part of the Airframe and any Engine Airframes, Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; PROVIDED, and HOWEVER, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3C) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.2, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Agent, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons properly engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s 's remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return of any Airframe or sale of the Airframe and any Engine Engines in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c), at the request of Security Agent, acting at the written direction of Collateral Agent the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security the Collateral Agent such instruments of title and other documents as Security the Collateral Agent may deem necessary or advisable to enable Security the Collateral Agent or an agent or representative designated by Security the Collateral Agent, at such time or times and place or places as Security the Collateral Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Collateral Agent shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Collateral Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Collateral Agent may obtain a judgment conferring on Security the Collateral Agent the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to Security the Collateral Agent, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender each Secured Creditor to receive all payments of principal of, and interest on, the Obligations held by such Secured Creditor and all other amounts owing to such Lender Secured Creditor as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in defaultdefault and the Administrative Agent (in accordance with the provisions of Article 5) may, and Security Agent upon the written instructions of the Required Lenders shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following: (1A) cause Borrowerthe Company, upon the written demand of Security the Administrative Agent, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Administrative Agent may so demand to Security the Administrative Agent or its order, or Security the Administrative Agent, at its option, may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same by summary proceedings or otherwise together with any engine which that is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of Security Agent and if agreed by Borrower the Administrative Agent, be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.4Engine; (2B) sell all or any part of the Airframe and any Engine or other Collateral at public or private sale, whether or not Security the Administrative Agent shall at the time have possession thereof, as Security the Administrative Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe or such Engine or other Collateral as Security the Administrative Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company, and provided the proceeds of such sale or disposition shall be applied same is conducted in the order of priorities set forth in Section 3accordance with applicable law; and/oror (3C) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under applicable law, including, without limitation, the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.2, Security the Administrative Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Administrative Agent, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Administrative Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security the Administrative Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersprudent, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Administrative Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Administrative Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Administrative Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Administrative Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security that the Administrative Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security that the Administrative Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Administrative Agent, and shall otherwise be applied in accordance with of all Persons properly engaged and employed by the provisions of Section 3Administrative Agent. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable out-of-pocket costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Administrative Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return or sale of the Airframe and or any Engine in accordance with the terms hereof or under applicable law, including, without limitation, the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes Loans shall have been accelerated pursuant to Section 5.2(c)7 of the Term Loan Agreement, at the request of Security Agent, acting at the written direction of Administrative Agent the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security the Administrative Agent such instruments of title and other documents as Security the Administrative Agent may deem necessary or advisable reasonably request to enable Security the Administrative Agent or an agent or representative designated by Security the Administrative Agent, at such time or times and place or places as Security the Administrative Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Administrative Agent shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Administrative Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Administrative Agent may obtain a judgment conferring on Security the Administrative Agent the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to Security the Administrative Agent, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Loans held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders Lender may do one or more of the following: (1i) cause BorrowerGreat Lakes, upon the written demand of Security Agentthe Lender, at Borrower’s Great Lakes’ expense, to deliver promptly, and Borrower Great Lakes shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of Spare Engines, the FAA Propellers, the Spare Propellers or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent Lender may so demand to Security Agent the Lender or its order, or Security Agentthe Lender, at its option, may access the Tracking System and enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines, the Propellers, the Spare Propellers or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of Great Lakes and all Persons claiming under or through Great Lakes) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine and any propeller which is not a Propeller or Spare Propeller but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of such engine; provided that the Airframe or with an engine (which is not an Engine) installed thereon may be flown or returned only respect to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4propeller; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines, Propellers, Spare Propellers or other Collateral at public or private sale, whether or not Security Agent the Lender shall at the time have possession thereof, as Security Agent the Lender may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines, Spare Engines, Propellers, Spare Propellers or such Engine other Collateral as Security Agentthe Lender, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of Great Lakes, any person claiming by, through or under Great Lakes and any person holding an interest subordinate to the proceeds interests of the Lender hereunder; provided, however, that Great Lakes shall not be entitled at any time prior to any such sale or disposition shall be applied to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind law (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, the Cape Town Convention) or proceed by appropriate court action to enforce the payment in whole terms or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account to recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.24.02, Security Agent shall, acting at the written direction of a Majority in Interest of LendersLender may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Great Lakes, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security Agent the Lender shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower Great Lakes relating to the Collateral in connection therewith, as Security Agent the Lender shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Lender may determine; and Security Agent the Lender shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Lender under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Lender hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security Agent the Lender may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Great Lakes), and all other payments which Security Agent the Lender may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Lender, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Lender. In addition, Borrower Great Lakes shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agentthe Lender’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, Spare Engines, Propellers, Spare Propellers or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code UCC of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Loan Agreement, the Lender may at any time thereafter while any Event of Default shall be continuing, without notice of any kind to Great Lakes to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in this Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under the UCC as in effect at the request of Security Agenttime in New York State, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any the Lender to receive all payments of principal of, and interest on, the Obligations held by the Lender and all other amounts owing to such the Lender as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be Collateral Agent (in defaultaccordance with the provisions of Article 5 hereof) may, and Security upon the written instructions of the Required Lenders, the Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following; provided, however, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.2(a) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (A), (B) and (C) in relation to such Aircraft in such manner as to limit the Company’s control under this Mortgage of the relevant Airframe, 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or any Lessee) relating to such Aircraft: (1A) cause Borrowerthe Company, upon the written demand of Security the Collateral Agent, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor lien or secured party of such engine; provided that the an Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of Security Agent and if agreed by Borrower the Collateral Agent, be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.43.4(e) hereof; (2B) sell all or any part of the Airframe and any Engine Airframes, Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3C) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.2, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Agent, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons properly engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return of any Airframe or sale of the Airframe and any Engine Engines in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes Loans shall have been accelerated pursuant to Section 5.2(c)accelerated, at the request of Security Agent, acting at the written direction of Collateral Agent the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security the Collateral Agent such instruments of title and other documents as Security the Collateral Agent may deem necessary or advisable to enable Security the Collateral Agent or an agent or representative designated by Security the Collateral Agent, at such time or times and place or places as Security the Collateral Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Collateral Agent shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Collateral Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Collateral Agent may obtain a judgment conferring on Security the Collateral Agent the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to Security the Collateral Agent, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender each Secured Creditor to receive all payments of principal of, and interest on, the Obligations held by such Secured Creditor and all other amounts owing to such Lender Secured Creditor as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and the Security Agent shall, upon the direction of a Majority in Interest of the Lenders Trustee may do one or more of the following: (1i) cause Borrowerthe Company, upon the written demand of the Security AgentTrustee, at Borrower’s the Company's expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part any of the Airframe or any Engine (Pledged Spare Parts constituting the Collateral at the Designated Locations, together in each case with all Aircraft the Spare Parts Documents and other documents at any time required to be maintained with respect for such Pledged Spare Parts as the Security Trustee may so demand, to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Agent Trustee or its order, or the Security AgentTrustee, at its option, may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft such Pledged Spare Parts and/or Spare Parts Documents are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4summary proceedings; (2ii) sell all or any part of the Airframe and any Engine Collateral at public or private sale, whether or not the Security Agent Trustee shall at the time have possession thereof, as the Security Agent Trustee may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe or such Engine Collateral as the Security AgentTrustee, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order Obligations; (iii) draw upon any Cash Collateral and/or Letters of priorities set forth Credit then held and apply such amounts as provided in Section 34.04 hereof; and/oror (3iv) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every such taking of possession of Collateral under this Section 5.24.01, the Security Agent shall, acting at the written direction of a Majority in Interest of LendersTrustee may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower), make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, the Security Agent Trustee shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as the Security Agent Trustee shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as the Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Trustee may determine; and the Security Agent Trustee shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Security Trustee under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Security Trustee hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Security Agent Trustee may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security Agent Trustee may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of the Security Agent and all other amounts owing to Security Agent under Section 7Trustee, and of all Persons engaged and employed by the Security Trustee. If the income and proceeds of the Collateral shall otherwise not be applied sufficient to pay in accordance with full the provisions of Section 3Obligations, the Company shall be liable for any deficiency. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of the Security Agent’s Trustee's remedies with respect thereto, including including, without limitation, all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return or sale of the Airframe and any Engine Pledged Spare Parts in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkapplicable Law, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of the Security Agent, acting at Trustee the written direction of the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to the Security Agent Trustee such instruments of title and other documents as the Security Agent Trustee may deem necessary or advisable to enable the Security Agent Trustee or an agent or representative designated by the Security AgentTrustee, at such time or times and place or places as the Security Agent Trustee may specify, to obtain possession of all or any part of the Collateral to which the Security Agent Trustee shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by the Security AgentTrustee, the Security Agent, acting at the written direction of the Majority in Interest of Lenders, Trustee may obtain a judgment conferring on the Security Agent Trustee the right to immediate possession of the Collateral and requiring Borrower the Company to execute and deliver such instruments and documents to the Security AgentTrustee, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing If an Event of Default shall have occurred and be continuing, the Company shall provide the Security Trustee and the Independent Appraiser or any of their agents or representatives, with full and complete access to the system (including the Software) utilized by the Company or its designees solely to track the Pledged Spare Parts and prepare the Data Reports; provided, however, access to the system and Software required to prepare Data Reports will be provided to the Security Trustee and the Independent Appraiser, or their respective agents or representatives, only if the Company fails to prepare and deliver such Data Reports in the foregoing shall affect manner and within the right of any Lender deadlines required pursuant to receive all amounts owing to such Lender as and when the same may be dueSection 3.10(a) hereof.

Remedies Available. Upon the occurrence of any an Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders Secured Party may do one or more of the followingfollowing to the extent permitted by, and subject to compliance with the mandatory requirements of, applicable law then in effect: (1A) cause Borrowerdemand the Grantor, upon the written demand of Security Agentthe Secured Party, at Borrowerthe Grantor’s expense, to deliver promptly, and Borrower the Grantor shall deliver promptly, all or such part of the Airframe Airframes, Engines or any Engine (together with all Propellers and related Aircraft Documents and other documents at any time required to be maintained with respect to as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent Secured Party may so demand to Security Agent the Secured Party or its orderdesignee or, or Security Agentthe Secured Party, at its option, may enter upon the premises where all or any part of the Airframe or any Airframe, Engine or the Propeller and related Aircraft Documents are is located and take immediate possession of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor by summary proceedings or secured party of such engineotherwise; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4;and/or (2B) sell all or any part of the Airframe and any Engine Airframes, Engines or Propellers at public or private sale, whether or not Security Agent the Secured Party shall at the time have possession thereof, as Security Agent the Secured Party may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, Engines or such Engine Propellers as Security Agent, in its sole discretion, but in accordance with applicable Law, the Secured Party may determine, all free and clear of any rights or claims of Borrowerthe Grantor, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 3the Loan Agreement; and/or (3C) exercise any other remedy of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting ), under the generality law of the foregoingjurisdiction where an Airframe, Security AgentEngine or Propeller is registered or located or under the Cape Town Convention, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or pursue any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels remedy available at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationslaw. Upon every taking of possession of Collateral under this Section 5.24.1, Security Agent shall, acting at the written direction of a Majority in Interest of Lenders, Secured Party may from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Collateral, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security Agent the Secured Party shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Grantor relating to the Collateral in connection therewith, as Security Agent the Secured Party shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, Secured Party may reasonably determine; and Security Agent the Secured Party shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Agent the Secured Party may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for TaxesTaxes (as defined in the Loan Agreement), insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which Security Agent the Secured Party may be required or expressly authorized to make under any provision of this Aircraft Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7, and shall otherwise be applied in accordance with the provisions of Section 3. In addition, Borrower shall be liable, without duplication of any amounts payable hereunder or under any other Operative Loan Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes Secured Party shall have been accelerated pursuant be entitled to Section 5.2(c)exercise remedies hereunder, at the written request of Security Agent, acting at the written direction of Secured Party the Majority in Interest of Lenders, Borrower Grantor shall promptly execute and deliver to Security Agent the Secured Party such instruments of title and other documents as Security Agent the Secured Party may deem necessary or advisable to enable Security Agent the Secured Party or an agent or representative designated by Security Agentthe Secured Party, at such time or times and place or places as Security Agent the Secured Party may specify, to obtain possession of all or any part of the Collateral to which Security Agent the Secured Party shall at the time be entitled hereunder. In addition, following the occurrence and during the continuance of an Event of Default, the Grantor agrees, upon demand by the Secured Party, immediately to provide its consent to the International Registry for the discharge of any registration of an International Interest with respect to any Airframe, Engine or Propeller made with the International Registry. If Borrower the Grantor shall for any reason fail to execute and deliver such instruments and documents after such written request by Security Agentthe Secured Party, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Secured Party may obtain a judgment conferring on Security Agent the Secured Party the right to immediate possession and requiring Borrower the Grantor to execute and deliver such instruments and documents to Security Agentthe Secured Party, to the entry of which judgment Borrower the Grantor hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender to receive all amounts owing to such Lender as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders Secured Party may do one or more of the following; provided, however, that during any period an Engine is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.02(a) hereof and in possession of the U.S. Government, the Secured Party shall not, on account of any Event of Default, be entitled to exercise any of the following remedies in such manner as to limit the Company’s control under this Mortgage of such Engine, unless at least sixty (60) days’ (or such other period as may then be applicable under the Civil Reserve Air Fleet Program) written notice of such Event of Default hereunder shall have been given by the Secured Party by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or by Lessee) relating to such Engine: (1i) cause Borrowerthe Company, upon the written demand of Security Agentthe Secured Party, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part any of the Airframe or any Engines constituting the Collateral at such location designated by the Secured Party within the continental United States of America, together in each case with the Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect for such Engine(s) as the Secured Party may so demand, to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Agent Secured Party or its order, or Security Agentthe Secured Party, at its option, may enter upon the premises where all or any part of the Airframe or any such Engine(s) and/or Engine or the related Aircraft Documents are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4summary proceedings; (2ii) sell all or any part of the Airframe and any Engine Collateral at public or private sale, whether or not Security Agent the Secured Party shall at the time have possession thereof, as Security Agent the Secured Party may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe or such Engine Collateral as Security Agentthe Secured Party, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth Obligations; (iii) apply any cash collateral then held as provided in Section 34.04 hereof; and/oror (3iv) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every such taking of possession of Collateral under this Section 5.24.01, Security Agent shall, acting at the written direction of a Majority in Interest of LendersSecured Party may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower), make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem propershall consider to be commercially reasonable. In each such case, Security Agent the Secured Party shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security Agent the Secured Party shall deem best, acting at the written direction of the Majority in Interest of Lendersconsider to be commercially reasonable, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Secured Party may determine; and Security Agent the Secured Party shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Secured Party under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Secured Party hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Agent the Secured Party may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security Agent the Secured Party may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent all Persons engaged by the Secured Party. If the income and all other amounts owing proceeds of the Collateral shall not be sufficient to Security Agent under Section 7pay in full the Obligations, and the Company shall otherwise be applied in accordance with the provisions of Section 3liable for any deficiency. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agentthe Secured Party’s remedies with respect thereto, including including, without limitation, all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkapplicable Law, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of Security Agent, acting at the written direction of Secured Party the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security Agent the Secured Party such instruments of title and other documents as Security Agent the Secured Party may deem necessary or advisable to enable Security Agent the Secured Party or an agent or representative designated by Security Agentthe Secured Party, at such time or times and place or places as Security Agent the Secured Party may specify, to obtain possession of all or any part of the Collateral to which Security Agent the Secured Party shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agentthe Secured Party, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Secured Party may obtain a judgment conferring on Security Agent the Secured Party the right to immediate possession of the Collateral and requiring Borrower the Company to execute and deliver such instruments and documents to Security Agentthe Secured Party, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in The Company agrees that if an Event of Default has occurred and is continuing, and only for so long as the foregoing Secured Party is exercising its foreclosure rights with respect to the Engines and requires use of an engine stand or container owned by the Company (and not comprising a portion of the Collateral) for transporting an Engine, the Company shall affect permit the right Secured Party or its agents or representatives to use such an engine stand or container suitable for use with such Engine, available at the location of any Lender such Engine and which is not otherwise being used by the Company, for the sole purpose of transporting such Engine. The Secured Party shall return each such engine stand or container to receive all amounts owing to the location from which it was taken promptly after it has transported such Lender as and when the same may be dueEngine using such engine stand or container.

Remedies Available. Upon the occurrence of any Subordinated Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders Secured Party may do one or more of the following; provided, however, that during any period an Engine is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.02(a) hereof and in possession of the U.S. Government, the Secured Party shall not, on account of any Subordinated Event of Default, be entitled to exercise any of the following remedies in such manner as to limit the Company’s control under this Mortgage of such Engine, unless at least sixty (60) days’ (or such other period as may then be applicable under the Civil Reserve Air Fleet Program) written notice of such Subordinated Event of Default hereunder shall have been given by the Secured Party by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or by Lessee) relating to such Engine: (1i) cause Borrowerthe Company, upon the written demand of Security Agentthe Secured Party, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part any of the Airframe or any Engines constituting the Collateral at such location designated by the Secured Party within the continental United States of America, together in each case with the Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect for such Engine(s) as the Secured Party may so demand, to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Agent Secured Party or its order, or Security Agentthe Secured Party, at its option, may enter upon the premises where all or any part of the Airframe or any such Engine(s) and/or Engine or the related Aircraft Documents are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4summary proceedings; (2ii) sell all or any part of the Airframe and any Engine Collateral at public or private sale, whether or not Security Agent the Secured Party shall at the time have possession thereof, as Security Agent the Secured Party may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe or such Engine Collateral as Security Agentthe Secured Party, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth Obligations; (iii) apply any cash collateral then held as provided in Section 34.04 hereof; and/oror (3iv) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every such taking of possession of Collateral under this Section 5.24.01, Security Agent shall, acting at the written direction of a Majority in Interest of LendersSecured Party may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower), make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem propershall consider to be commercially reasonable. In each such case, Security Agent the Secured Party shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security Agent the Secured Party shall deem best, acting at the written direction of the Majority in Interest of Lendersconsider to be commercially reasonable, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Secured Party may determine; and Security Agent the Secured Party shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Secured Party under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Secured Party hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Agent the Secured Party may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security Agent the Secured Party may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent all Persons engaged by the Secured Party. If the income and all other amounts owing proceeds of the Collateral shall not be sufficient to Security Agent under Section 7pay in full the Obligations, and the Company shall otherwise be applied in accordance with the provisions of Section 3liable for any deficiency. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Subordinated Event of Default or the exercise of Security Agentthe Secured Party’s remedies with respect thereto, including including, without limitation, all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkapplicable Law, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an a Subordinated Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of Security Agent, acting at the written direction of Secured Party the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security Agent the Secured Party such instruments of title and other documents as Security Agent the Secured Party may deem necessary or advisable to enable Security Agent the Secured Party or an agent or representative designated by Security Agentthe Secured Party, at such time or times and place or places as Security Agent the Secured Party may specify, to obtain possession of all or any part of the Collateral to which Security Agent the Secured Party shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agentthe Secured Party, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Secured Party may obtain a judgment conferring on Security Agent the Secured Party the right to immediate possession of the Collateral and requiring Borrower the Company to execute and deliver such instruments and documents to Security Agentthe Secured Party, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in The Company agrees that if a Subordinated Event of Default has occurred and is continuing, and only for so long as the foregoing Secured Party is exercising its foreclosure rights with respect to the Engines and requires use of an engine stand or container owned by the Company (and not comprising a portion of the Collateral) for transporting an Engine, the Company shall affect permit the right Secured Party or its agents or representatives to use such an engine stand or container suitable for use with such Engine, available at the location of any Lender such Engine and which is not otherwise being used by the Company, for the sole purpose of transporting such Engine. The Secured Party shall return each such engine stand or container to receive all amounts owing to the location from which it was taken promptly after it has transported such Lender as and when the same may be dueEngine using such engine stand or container.

Remedies Available. Upon the occurrence and continuance of any Event of Default and at any time thereafter so long as the same shall be continuingDefault, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following, in each case subject to the Credit Agreement: (1i) cause Borrowerthe Grantor, upon the written demand of Security Collateral Agent, at Borrowerthe Grantor’s expense, to deliver promptly, and Borrower the Grantor shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA Engines or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) Collateral as Security Collateral Agent may so demand to Security Collateral Agent or its order, or Security Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantor and all Persons claiming under or through the Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines or other Collateral at public or private sale, whether or not Security Collateral Agent shall at the time have possession thereof, as Security Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Grantor, any person claiming by, through or under the Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Collateral Agent hereunder; provided, however, that the Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting law (including the generality of the foregoingCape Town Convention, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part specifically Article 13 thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted applicable), or proceed by Law, upon any such private sale appropriate court action to enforce the terms or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.22.02, Security Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantor, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower the Grantor relating to the Collateral in connection therewith, as Security Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Grantor), and all other payments which Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Grantor shall be liable, without duplication of any amounts payable hereunder or under any other Operative AgreementLoan Paper, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Collateral Agent’s remedies with respect thereto, including all reasonable costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkhereof, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of Security Agent, acting at the written direction of the Majority Collateral Agent shall at any time thereafter while any Event of Default shall be continuing, without notice of any kind to the Grantor (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in Interest of Lendersthis Article 2 or elsewhere in this Mortgage or otherwise available to a secured party under applicable law, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 2. Nothing in the foregoing shall affect the right of any Lender each Bank to receive all payments of principal of, and interest on, the Obligations held by such Bank and all other amounts owing to such Lender Bank as and when the same may be due. Notwithstanding anything to the contrary in this Mortgage, the Credit Agreement or in any other Loan Paper, no right or remedy of the Collateral Agent, the Administrative Agent, or any Bank or other Secured Party, as applicable, under this Section 2.02 or under any other provision of this Mortgage or under any provision of Article VII of the Credit Agreement (including but not limited to any action with respect to any warranty, indemnity or other agreement to give and receive all notices and other instruments or communications, and all other Collateral constituting continuing rights described in clause (3) of the Granting Clause herein) may be exercised or pursued by the Collateral Agent against Collateral included in clause (3) of the Granting Clause (the "Clause 3 Collateral") until the Grantor receives written notice from the Collateral Agent during the continuance of an Event of Default to withhold from taking any action with respect to the Clause 3 Collateral (the "Withhold Notice"). Until the receipt by the Grantor of the Withhold Notice, the Grantor is authorized to continue to operate its business with respect to the Clause 3 Collateral, and take any action, or withhold from taking any action, including but not limited to any action with respect to any warranty, indemnity or other agreement to give and receive all notices and other instruments or communications, in each case with respect to the Clause 3 Collateral. Upon and after the Collateral Agent has given the Withhold Notice and during the continuance of an Event of Default, the Collateral Agent may exercise all rights, powers, privileges, options and other benefits and entitlements of the Grantor in respect of any warranty, indemnity or agreement (to the extent assigned hereunder) with respect to such Airframes or Engines, including, without limitation, the right to make all waivers and agreements, to give and receive all notices and other instruments or communications, to take such action upon the occurrence of a default thereunder, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted thereby or by law, and to do any and all other things which the Grantor is or may be entitled to do thereunder (to the extent assigned hereunder.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and the Security Agent shall, upon the direction of a Majority in Interest of the Lenders Trustee may do one or more of the following; provided, however, that during any period an Engine is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.02(a) hereof and in possession of the U.S. Government, the Security Trustee shall not, on account of any Event of Default, be entitled to exercise any of the following remedies in such manner as to limit the Company's control under this Mortgage of such Engine, unless at least sixty (60) days' (or such other period as may then be applicable under the Civil Reserve Air Fleet Program) written notice of such Event of Default hereunder shall have been given by the Security Trustee by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or by Lessee) relating to such Engine: (1i) cause Borrowerthe Company, upon the written demand of the Security AgentTrustee, at Borrower’s the Company's expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part any of the Airframe or any Engines constituting the Collateral at such location designated by the Security Trustee within the continental United States of America, together in each case with the Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect for such Engine(s) as the Security Trustee may so demand, to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Agent Trustee or its order, or the Security AgentTrustee, at its option, may peaceably enter upon the premises where all or any part of the Airframe or any such Engine(s) and/or Engine or the related Aircraft Documents are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4summary proceedings; (2ii) sell all or any part of the Airframe and any Engine Collateral at public or private sale, whether or not the Security Agent Trustee shall at the time have possession thereof, as the Security Agent Trustee may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe or such Engine Collateral as the Security AgentTrustee, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order Obligations; (iii) draw upon any Letters of priorities set forth Credit then held and apply such amounts as provided in Section 34.04 hereof; and/oror (3iv) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every such taking of possession of Collateral under this Section 5.24.01, the Security Agent shall, acting at the written direction of a Majority in Interest of LendersTrustee may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower), make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, the Security Agent Trustee shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as the Security Agent Trustee shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as the Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Trustee may determine; and the Security Agent Trustee shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Security Trustee under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Security Trustee hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Security Agent Trustee may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security Agent Trustee may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of the Security Agent and all other amounts owing to Security Agent under Section 7Trustee, and of all Persons engaged and employed by the Security Trustee. If the income and proceeds of the Collateral shall otherwise not be applied sufficient to pay in accordance with full the provisions of Section 3Obligations, the Company shall be liable for any deficiency. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of the Security Agent’s Trustee's remedies with respect thereto, including including, without limitation, all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkapplicable Law, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of the Security Agent, acting at Trustee the written direction of the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to the Security Agent Trustee such instruments of title and other documents as the Security Agent Trustee may deem necessary or advisable to enable the Security Agent Trustee or an agent or representative designated by the Security AgentTrustee, at such time or times and place or places as the Security Agent Trustee may specify, to obtain possession of all or any part of the Collateral to which the Security Agent Trustee shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by the Security AgentTrustee, the Security Agent, acting at the written direction of the Majority in Interest of Lenders, Trustee may obtain a judgment conferring on the Security Agent Trustee the right to immediate possession of the Collateral and requiring Borrower the Company to execute and deliver such instruments and documents to the Security AgentTrustee, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing The Company agrees that if an Event of Default has occurred and is continuing, and only for so long as the Security Trustee is exercising its foreclosure rights with respect to the Engines and requires use of an engine stand owned by the Company for transporting an Engine, the Company shall permit the Security Trustee or its agents or representatives to use such an engine stand suitable for use with such Engine, available at the location of such Engine and which is not otherwise being used by the Company, for the sole purpose of transporting such Engine. The Security Trustee shall return each such engine stand to the location from which it was taken promptly after it has transported such Engine using such engine stand. The Security Trustee further agrees to return each such engine stand to the Company in as good condition as when furnished to the foregoing Security Trustee (or its agents or representatives), ordinary wear and tear excepted, and the Security Trustee acknowledges that it has no security interest in any such engine stand. The costs of the Security Trustee in transporting an engine stand and restoring the condition of an engine stand pursuant to this paragraph shall affect be an expense of the right Lenders, and the Company shall have no obligation to reimburse such expense (directly or from the proceeds of the sale of any Lender Collateral). The Company agrees that if an Event of Default has occurred and is continuing and only for so long as the Security Trustee is exercising its foreclosure rights with respect to receive all amounts owing the Engines and requires use of the Company's engine stands for transporting such Engines, the Company shall provide the Security Trustee or its agents or representatives with full and complete access to the use of the engine stands owned by the Company on which any Engines are then installed or those which are not otherwise being utilized at the time of such Lender as foreclosure. The Security Trustee agrees to return each such engine stand used by it promptly after it has transported an Engine using such engine stand and when the same may be dueacknowledges that it has no security interest in any such engine stand.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be the Collateral Agent (in defaultaccordance with the provisions of Article 5 hereof) may, and Security Agent shall, upon the direction written instructions of a Majority in Interest of Noteholders, the Lenders Collateral Agent shall, do one or more of the following; provided, however, that during any period the Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.2(a) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (A), (B) and (C) in such manner as to limit the Company’s control under this Mortgage of the Airframe 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or by Lessee) relating to the Aircraft: (1A) cause Borrowerthe Company, upon the written demand of Security the Collateral Agent, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of Security Agent and if agreed by Borrower the Collateral Agent, be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.43.4(e) hereof; (2B) sell all or any part of the Airframe and any Engine or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe or such Engine or other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/or (3C) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under applicable law, including without limitation, the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.2, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Agent, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons properly engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return or sale of the Airframe and or any Engine in accordance with the terms hereof or under applicable law, including without limitation, the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to this Section 5.2(c)4.2, at the request of Security Agent, acting at the written direction of Collateral Agent the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security the Collateral Agent such instruments of title and other documents as Security the Collateral Agent may deem necessary or advisable to enable Security the Collateral Agent or an agent or representative designated by Security the Collateral Agent, at such time or times and place or places as Security the Collateral Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Collateral Agent shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Collateral Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Collateral Agent may obtain a judgment conferring on Security the Collateral Agent the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to Security the Collateral Agent, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender each Noteholder to receive all payments of principal of, and interest on, the Note or Notes held by such Noteholder and all other amounts owing to such Lender Noteholder as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be the Security Trustee (in defaultaccordance with Article VI) may, and Security Agent shall, upon the direction written instructions of a Majority in Interest of Lenders, the Lenders Security Trustee shall, do one or more of the following:following to the extent permitted by, and subject to compliance with the mandatory requirements of, applicable law then in effect (provided, however, that during any period the Aircraft is subject to the CRAF Program in accordance with the provisions of Section 3.2(a) and is in possession of the U.S. government or an agency or instrumentality of the United States, the Security Trustee shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clause (ii) in such manner as to limit the Company’s control under this Security Agreement (or any Permitted Lessee’s control under any lease permitted by the terms of this Security Agreement) of the Airframe or any Engines installed thereon, unless at least 60 days’ (or such lesser period as may then be applicable under the Military Airlift Command Program of the U.S. government) written notice of default hereunder shall have been given by the Security Trustee by registered or certified mail to the Company (and any such Permitted Lessee) with a copy addressed to the Contracting Office Representative or other appropriate person for the Military Airlift Command of the United States Air Force under any contract with the Company or any Permitted Lessee relating to the Aircraft): (1i) declare by written notice to the Company to be forthwith due and payable the sum of (A) the aggregate unpaid principal amount of the Notes, plus (B) the amount of accrued but unpaid interest on the Notes, plus (C) Breakage Costs, if any, plus (D) all other sums then owing by the Company hereunder, under the Notes and under the other Basic Agreements (but for the avoidance of doubt, without Premium Fee or other premium or penalty), without any other presentment, demand, protest, notice or any other formality, all of which are hereby waived; provided that if an Event of Default referred to in Section 6.1(g), (h), (i) or (j) of the Loan Agreement shall have occurred, then in every such case (V) the aggregate unpaid principal amount of the Notes, plus (W) the amount of accrued but unpaid interest on the Notes, plus (X) Breakage Costs, if any, plus (Y) all other sums then owing by the Company hereunder, under the Notes and under the other Basic Agreements (but for the avoidance of doubt, without Prepayment Fee or other premium or penalty), shall immediately and without further act become due and payable, without presentment, demand, protest, notice or any other formality, all of which are hereby waived; and (ii) (A) cause Borrowerthe Company, upon the written demand of the Security AgentTrustee, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents flight records, logs, manuals, maintenance data and inspection, modification and overhaul records and other documents at any time required to be maintained with respect to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which is registered under the Airframe laws of the United States or Engine relates the rules and regulations of the government of the country of registry if the Aircraft is registered under the laws of a country jurisdiction other than the United StatesStates (the “Records”)) as the Security Agent Trustee may so demand to the Security Agent or its orderTrustee, or the Security AgentTrustee, at its option, may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft Documents Records are located and take immediate possession and control of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of the Security Agent and if agreed by Borrower Trustee be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.4; 3.5(b); (2B) sell all or any part of the Airframe and any Engine at public or private sale, whether or not the Security Agent Trustee shall at the time have possession thereof, as the Security Agent Trustee may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe or such Engine as the Security AgentTrustee, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerthe Company, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 34.1; and/or or (3C) exercise apply for a court order authorizing or directing any of the acts referred to above or permitted under applicable laws, including other remedy applicable remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in and of a chargee under the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsCape Town Treaty. Upon every taking of possession of Collateral under this Section 5.2, the Security Agent shall, acting at the written direction of a Majority in Interest of LendersTrustee may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Collateral, make all such expenditures for maintenance, use, operation, storage, insurance, repairs, replacements, alterations, additions, dispositions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, the Security Agent Trustee shall have the right to maintain, use, operate, store, insure, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as the Security Agent Trustee shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as the Security Agent may, acting at the written direction of the Majority in Interest of Lenders, Trustee may reasonably determine; and the Security Agent Trustee shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of the use, operation, storage, insurance, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which that the Security Agent Trustee may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxes (including sales, use or other transfer Taxes), insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which the Security Agent Trustee may be required or expressly authorized to make under any provision of this MortgageSecurity Agreement, as well as just and reasonable compensation for the services of the Security Agent and all other amounts owing to Security Agent under Section 7Trustee, and shall otherwise be applied in accordance with the provisions of Section 3Article IV. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Basic Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of the Security AgentTrustee’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and or any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this MortgageSecurity Agreement. If an Event of Default shall have has occurred and be is continuing and the Equipment Notes shall have been accelerated pursuant to this Section 5.2(c)5.2 and the Security Trustee shall be entitled to exercise rights hereunder, at the request of the Security AgentTrustee, acting at the written direction of the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to the Security Agent Trustee such instruments of title and other documents as the Security Agent Trustee may reasonably deem necessary or advisable to enable the Security Agent Trustee or an agent or representative designated by the Security AgentTrustee, at such time or times and place or places as the Security Agent Trustee may specify, to obtain possession of all or any part of the Collateral to which the Security Agent Trustee shall at the time be entitled hereunder. If Borrower Without prejudice to the foregoing, if the Company shall for any reason fail to execute and deliver such instruments and documents after such request by the Security AgentTrustee, the Security Agent, acting at the written direction of the Majority in Interest of Lenders, Trustee may seek to obtain a judgment conferring on the Security Agent Trustee the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to the Security AgentTrustee, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender to receive all amounts owing to such Lender as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be the Security Trustee (in default, and Security Agent accordance with the provisions of Section 6) shall, upon the written direction of a Majority in Interest of the Lenders Lender, do one or more of the following: following to the extent permitted by, and subject to compliance with the mandatory requirements of, applicable law then in effect: (1A) cause demand the Borrower, upon the written demand of the Security AgentTrustee, at the Borrower’s 's expense, to deliver promptly, and the Borrower shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to the Airframe or Engine (or part thereof)as the Security Trustee, in accordance with acting at the rules and regulations direction of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent Lender, may so demand to the Security Agent Trustee or its orderdesignee or, or the Security AgentTrustee, at its option, may enter upon the premises where all or any part of the any Airframe or any Engine or the related Aircraft Documents are is located and take immediate possession of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor by summary proceedings or secured party of such engineotherwise; provided that the Airframe with an engine and/or (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2B) sell all or any part of the any Airframe and any or Engine at public or private sale, whether or not the Security Agent Trustee shall at the time have possession thereof, as the Security Agent Trustee, acting at the written direction of the Lender, may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the such Airframe or such Engine as the Security AgentTrustee, in its sole discretion, but in accordance with applicable Lawacting at the written direction of the Lender, may determine, all free and clear of any rights or claims of the Borrower, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 34.1; and/or and/or (3C) acting at the written direction of the Lender, exercise any other remedy of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunderCape Town Treaty, including, without limitation, reasonable attorneys’ fees all rights and disbursements, to the payment in whole or in part remedies under Chapter III of the Secured Obligations, in such order as Security Agent may elect consistent with Cape Town Treaty and Chapter II of the provisions of Section 3.3, and only after such application and after the payment by Security Agent of Aircraft Equipment Protocol or pursue any other amount required by any provision of remedy available at Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every taking of possession of Collateral under this Section 5.25.1, the Security Agent Trustee shall, acting at the written direction of a Majority in Interest of Lendersthe Lender, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower), make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, the Security Agent Trustee shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of the Borrower relating to the Collateral in connection therewith, as the Security Agent Trustee shall deem best, acting at the written direction of the Majority in Interest of LendersLender, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as the Security Agent Trustee may, acting at the written direction of the Majority in Interest of LendersLender, reasonably determine; and the Security Agent Trustee shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Security Agent Trustee may be required or may elect, acting at the written direction of the Majority in Interest of LendersLender, to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which the Security Agent Trustee may be required or expressly authorized to make under any provision of this MortgageSecurity Agreement, as well as just and reasonable compensation for the services of the Security Agent Trustee and all other amounts owing to the Security Agent Trustee under Section 77.7, and shall otherwise be applied in accordance with the provisions of Section 34. In addition, The Borrower shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred hereby consents to the exercise by reason the Security Trustee of the occurrence of any Event of Default or the exercise of Security Agent’s remedies with respect thereto, including all costs granted herein and expenses specified in the preceding paragraph incurred in connection with Cape Town Treaty. The Borrower acknowledges and agrees that the retaking, return or sale Security Trustee may exercise such of the Airframe foregoing remedies as it shall determine in its sole discretion and any Engine in accordance with the terms hereof or under the Uniform Commercial Code none of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgageforegoing remedies is manifestly unreasonable. If an Event of Default shall have occurred and be continuing and the Equipment Notes Security Trustee shall have been accelerated pursuant be entitled to Section 5.2(c)exercise remedies hereunder, at the request of the Security AgentTrustee, acting at the written direction of the Majority in Interest of LendersLender, the Borrower shall promptly execute and deliver to the Security Agent Trustee such instruments of title and other documents as the Security Agent Trustee may deem necessary or advisable to enable the Security Agent Trustee or an agent or representative designated by the Security AgentTrustee, at such time or times and place or places as the Security Agent Trustee may specify, to obtain possession of all or any part of the Collateral to which the Security Agent Trustee shall at the time be entitled hereunder. In addition, following the occurrence and during the continuance of an Event of Default, the Borrower agrees, upon demand by the Security Trustee, immediately to provide its consent to the International Registry for the discharge of any registration of an International Interest with respect to any Airframe or Engine made with the International Registry. If the Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by the Security AgentTrustee, the Security AgentTrustee, acting at the written direction of the Majority in Interest of LendersLender, may obtain a judgment conferring on the Security Agent Trustee the right to immediate possession and requiring the Borrower to execute and deliver such instruments and documents to the Security AgentTrustee, to the entry of which judgment the Borrower hereby specifically consents to the fullest extent it may lawfully do so. The Security Trustee hereby agrees to give to the Borrower at least 30 days' notice for any request under this paragraph, which the Borrower and the Security Trustee agree satisfies the requirement of "reasonable prior notice" specified in article IX(6) of the Aircraft Equipment Protocol in connection with a proposal to procure the de-registration and export of the Aircraft without a court order. Nothing in the foregoing shall affect the right of any the Lender to receive all amounts owing to such the Lender as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following, in each case subject to the Thirteenth Amendment Order and Sections 7 and 11 of the Credit Agreement and Section 6.10 of this Mortgage; provided, however, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 2.01(b)(v) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Aircraft in such manner as to limit the Grantor's control (or any Permitted Lessee's control under any Permitted Lease) under this Mortgage of the relevant Airframe, or any Engines or Spare 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Grantor (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Grantor (or any Permitted Lessee) relating to such Aircraft: (1i) cause Borrowerthe Grantor, upon the written demand of Security the Collateral Agent, at Borrower’s the Grantor's expense, to deliver promptly, and Borrower the Grantor shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of the FAA Spare Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantor and all Persons claiming under or through the Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe Airframes, the Engines, Spare Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Grantor; provided, and however, that the proceeds of such sale or disposition Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Tranche C Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party lender under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantor, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower the Grantor relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Grantor), and all other payments which Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Grantor shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s 's remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retakingretaking or return of any Airframe, return Engines, Spare Engines or sale of the Airframe and any Engine other Collateral in accordance with the terms hereof or under the Uniform Commercial Code UCC of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, at the request of Security Agent, acting at the written direction of the Majority Agents, the Collateral Agent shall at any time thereafter while any Event of Default shall be continuing, without notice of any kind to the Grantor (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in Interest of Lendersthis Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under the UCC as in effect at the time in New York State, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to in this Article 4, in each case subject to the fullest extent it may lawfully do soFinal Order and the Thirteenth Amendment Order. Nothing in the foregoing shall affect the right of any each Lender to receive all payments of principal of, and interest on, the Tranche C Obligations held by such Lender and all other amounts owing to such Lender as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest following acceleration of the Lenders Loan pursuant to Section 8.1 of the Loan Agreement, the Lender may do one or more of the followingfollowing to the extent permitted by, and subject to compliance with the mandatory requirements of, applicable law then in effect: (1A) cause the Borrower, upon the written demand of Security Agentthe Lender, at the Borrower’s 's expense, to deliver promptly, and the Borrower shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent Lender may so demand to Security Agent the Lender or its order, or Security Agentor, if the Borrower shall have failed to so return the Aircraft after such demand, the Lender, at its option, option may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft Documents are located and take immediate possession of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor lienholder or secured party of such engine; provided PROVIDED that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor lienholder or secured party or, if such engine is owned by the Borrower, may at the option of Security Agent and if agreed by Borrower the Lender, be exchanged with the Borrower for an Engine in accordance with the provisions of Section 4.4; 3.3(b); or (2B) sell all or any part of the Airframe and any Engine at public or private sale, whether or not Security Agent the Lender shall at the time have possession thereof, as Security Agent the Lender, may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe or such Engine as Security Agentthe Lender, in its sole discretion, but in accordance with applicable Law, discretion may determine, all free and clear of any rights or claims of the Borrower, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 34.1; and/or or (3C) exercise any other remedy of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every taking of possession of Collateral under this Section 5.2, Security Agent the Lender shall, acting at the written direction of a Majority in Interest of Lenders, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Collateral, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security Agent the Lender shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of the Borrower relating to the Collateral in connection therewith, as Security Agent the Lender shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, Lender may reasonably determine; and Security Agent shall the Lendershall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Agent the Lender may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which Security Agent the Lender may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7Agreement, and shall otherwise be applied in accordance with the provisions of Section 3. In addition, Borrower shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this MortgageArticle 4. If an Event of Default shall have occurred and be continuing and the Equipment Notes Note shall have been accelerated pursuant to Section 5.2(c)8.1 of the Loan Agreement, and the Lender shall be entitled to exercise remedies hereunder, at the request of Security Agentthe Lender, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent the Lender such instruments of title and other documents as Security Agent the Lender may deem necessary or advisable to enable Security Agent the Lender or an agent or representative designated by Security Agentthe Lender, at such time or times and place or places as Security Agent the Lender may specify, to obtain possession of all or any part of the Collateral to which Security Agent the Lender shall at the time be entitled hereunder. If the Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agentthe Lender, Security Agent, acting at the written direction of the Majority in Interest of LendersLender, may obtain a judgment conferring on Security Agent the Lender the right to immediate possession and requiring the Borrower to execute and deliver such instruments and documents to Security Agentthe Lender, to the entry of which judgment the Borrower hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any the Lender to receive all amounts owing to such Lender it as and when the same may be due.

Remedies Available. Upon the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following, in each case subject to Article IX of the Credit Agreement; provided, however, that during any period that an Engine is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 2.01(c)(v) hereof and in possession of the United States Government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Engine in such manner as to limit the Grantors’ control under this Mortgage of the relevant Engine, 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Grantors with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Grantors relating to such Engine: (1i) cause Borrowerthe Grantors, upon the written demand of Security the Collateral Agent, at Borrower’s the Grantors’ expense, to deliver promptly, and Borrower the Grantors shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to items of Equipment as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may access the Tracking System (and demand the assistance of the Grantors’ personnel necessary to utilize the Tracking System) and enter upon the premises where all or any part of the Airframe any items of Equipment or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantors and all Persons claiming under or through the Grantors) of and remove the same together with any engine which is not an Engine but which is installed by summary proceedings or otherwise, and/or station guards and representatives on the Airframe, subject such premises pursuant to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an EngineSection 2.050) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4hereof; (2ii) sell all or any part of the Airframe and any Engine items of Equipment or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of any items of Equipment or other Collateral as the Airframe or such Engine as Security Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Grantors, any person claiming by, through or under the Grantors and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Collateral Agent hereunder; provided, however, that the Grantors shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting Law (including the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, andCape Town Convention, to the extent permitted applicable), or proceed by Law, upon any such private sale appropriate court action to enforce the terms or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantors, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower the Grantor relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security that the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Grantor), and all other payments which Security that the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Grantors shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine items of Equipment or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkhereof, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, at the request of Security Agent, acting at the written direction of the Majority Secured Parties, the Collateral Agent shall at any time thereafter while any Event of Default shall be continuing, without notice of any kind to the Grantors (except as provided herein) to the extent permitted by Law, carry out or enforce any one or more of the actions and remedies provided in Interest of Lendersthis Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under applicable Law, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following, in each case subject to Article VII of the Credit Agreement; provided, however, that during any period that an Engine is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 2.01(b)(v) hereof and in possession of the United States Government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Engine in such manner as to limit the Grantor’s control under this Mortgage of the relevant Engine, 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Grantor with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Grantor relating to such Engine: (1i) cause Borrowerthe Grantor, upon the written demand of Security the Collateral Agent, at Borrowerthe Grantor’s expense, to deliver promptly, and Borrower the Grantor shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to items of Equipment as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may access the Tracking System (and demand the assistance of the Grantor’s personnel necessary to utilize the Tracking System) and enter upon the premises where all or any part of the Airframe any items of Equipment or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantor and all Persons claiming under or through the Grantor) of and remove the same together with any engine which is not an Engine but which is installed by summary proceedings or otherwise, and/or station guards and representatives on the Airframe, subject such premises pursuant to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an EngineSection 2.05(j) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4hereof; (2ii) sell all or any part of the Airframe and any Engine items of Equipment or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of any items of Equipment or other Collateral as the Airframe or such Engine as Security Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Grantor, any person claiming by, through or under the Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Collateral Agent hereunder; provided, however, that the Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting law (including the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, andCape Town Convention, to the extent permitted applicable), or proceed by Law, upon any such private sale appropriate court action to enforce the terms or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantor, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower the Grantor relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Grantor), and all other payments which Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Grantor shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine items of Equipment or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkhereof, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, at the request of Security Agent, acting at the written direction of the Majority Secured Parties, the Collateral Agent shall at any time thereafter while any Event of Default shall be continuing, without notice of any kind to the Grantor (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in Interest of Lendersthis Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under applicable law, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and Default, the Mortgagee (acting at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders Lead Lenders) may do one or more of the following: (1i) cause BorrowerOwner, upon the written demand of Security Agentthe Mortgagee, at BorrowerOwner’s expense, to deliver promptly, and Borrower Owner shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and Airframes, the Engines, other documents at any time required to be maintained with respect to Collateral as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent Mortgagee may so demand to Security Agent the Mortgagee or its order, or Security Agentthe Mortgagee, at its option, option may (y) enter upon the premises where all or any part of the Airframe Airframes, the Engines, or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Owner and all Persons claiming under or through Owner) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, or other Collateral at public or private sale, whether or not Security Agent the Mortgagee shall at the time have possession thereof, as Security Agent the Mortgagee may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security Agentthe Mortgagee, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of Owner, any person claiming by, through or under Owner and any person holding an interest subordinate to the proceeds interests of such sale or disposition shall be applied in the order of priorities set forth in Section 3Mortgagee hereunder; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.02, Security Agent shall, the Mortgagee (acting at the written direction of a Majority in Interest of the Lead Lenders) may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Owner, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security Agent the Mortgagee shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower Owner relating to the Collateral in connection therewith, as Security Agent the Mortgagee shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Mortgagee may determine; and Security Agent the Mortgagee shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Mortgagee under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security Agent the Mortgagee may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Owner), and all other payments which Security Agent the Mortgagee may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Mortgagee, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Mortgagee. In addition, Borrower Owner shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agentthe Mortgagee’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New YorkUCC, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Term Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, the Mortgagee may at any time thereafter while any Event of Default shall be continuing, without notice of any kind to Owner (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in this Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under the UCC as in effect at the request of Security Agenttime in New York State, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in defaultthe Agent may, and Security upon the written instructions of the Required Lenders, the Agent shall, upon after the direction unpaid principal of a Majority in Interest of the Lenders all Advances then outstanding shall have become due and payable, do one or more of the followingfollowing to the extent permitted by, and subject to compliance with the mandatory requirements of, applicable law then in effect; provided, however, that during any period an Aircraft is subject to the CRAF Program in accordance with the provisions of Section 5.02(a), the Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clause (i) in such manner as to limit American's control under this Security Agreement (or any lessee's control under any lease permitted by the terms of this Security Agreement) of such Airframe or any Engines installed thereon, unless at least 60 days' (or such lesser period as may then be applicable under the Military Airlift Command Program of the government of the United States of America) prior written notice of default hereunder shall have been given by the Agent by registered or certified mail to American (or any such lessee) with a copy addressed to the Contracting Officer Representative or other appropriate person for the Military Airlift Command of the United States Air Force under any contract with American (or any such lessee) relating to the Aircraft: (1i) cause BorrowerAmerican, upon the written demand of Security the Agent, at Borrower’s American's expense, to deliver promptly, and Borrower American shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Collateral as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security the Agent or its order, or Security or, if American shall have failed to so return the Collateral after such demand, the Agent, at its option, may enter upon the premises where all or any part of the any Airframe is or any Engine or the related Aircraft Documents Engines are located and take immediate possession of and remove the same such Airframe or Engines (together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the an Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United StatesStates of America or, if such Airframe is located in a country other than the United States of America, then to a location within such country or to the United States of America, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by BorrowerAmerican, may may, at the option of the Agent, be American Airlines - Aircraft Security Agent and if agreed by Borrower be Agreement exchanged with Borrower American for an Engine in accordance with the provisions of Section 4.4;5.05(a)) and American shall comply therewith; or (2ii) sell all or any part of the any Airframe and any Engine at public or private sale, whether or not Security the Agent shall at the time have possession thereof, as Security the Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the any Airframe or such any Engine as Security the Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of BorrowerAmerican, and the proceeds of such sale or other disposition shall be applied in the order of priorities set forth referred to in Section 36.01; and/oror (3iii) seize any funds held in and/or Permitted Investments credited to the Cash Collateral Account and apply such funds and/or Permitted Investments and any proceeds thereof in the order of priorities referred to in Section 6.01; or (iv) exercise any other remedy of a secured party under the Uniform Commercial Code of as in effect in the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable law or proceed by appropriate court action to this Mortgage enforce the terms or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.27.01, Security the Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)American, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower American relating to the Collateral in connection therewith, as Security the Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Agent may, acting at the written direction of the Majority in Interest of Lenders, may reasonably determine; and Security the Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security the Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which Security the Agent may be required or expressly authorized to make under any provision of this MortgageSecurity Agreement, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Agent, and shall otherwise be applied in accordance with the provisions of Section 3Article VI. In addition, Borrower American shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreementhereunder, for all reasonable legal fees and disbursements and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Agent’s 's remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the any Airframe and or any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this MortgageSecurity Agreement. To the extent permitted by applicable law, American irrevocably appoints, while an Event of Default has occurred and is continuing, the Agent the true and lawful attorney-in-fact of American (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Security 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 may be necessary or appropriate, with full power of substitution, American hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with applicable law; provided that if so requested by the Agent or any purchaser, American shall ratify and confirm any such sale, assignment or transfer of delivery, by executing and delivering to the Agent or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as my be designated in any such request. If an Event of Default shall have occurred and be continuing and the Equipment Notes unpaid principal of all Advances then outstanding shall have been accelerated pursuant become due and payable and the Agent shall be entitled to Section 5.2(c)exercise rights hereunder, at the request of Security the Agent, acting at the written direction of the Majority in Interest of Lenders, Borrower American shall promptly execute and deliver to Security the Agent such instruments of title and other documents as Security the Agent may deem necessary or advisable to enable Security the Agent or an agent or representative designated by Security the Agent, at such time or times and place or places as Security the Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Agent shall at the time be entitled hereunder. If Borrower American shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Agent may obtain a judgment conferring on Security the Agent the right to immediate possession and requiring Borrower American to execute and deliver such instruments and documents to Security the Agent, to the entry of which judgment Borrower American hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender Secured Party to receive all amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and Default, the Mortgagee (acting at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest of the Lenders Lead Lenders) may do one or more of the following: (1i) cause BorrowerOwner, upon the written demand of Security Agentthe Mortgagee, at BorrowerOwner’s expense, to deliver promptly, and Borrower Owner shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and Airframes, the Engines, other documents at any time required to be maintained with respect to Collateral as the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent Mortgagee may so demand to Security Agent the Mortgagee or its order, or Security Agentthe Mortgagee, at its option, option may (y) enter upon the premises where all or any part of the Airframe Airframes, the Engines, or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Owner and all Persons claiming under or through Owner) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, or other Collateral at public or private sale, whether or not Security Agent the Mortgagee shall at the time have possession thereof, as Security Agent the Mortgagee may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security Agentthe Mortgagee, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of Owner, any person claiming by, through or under Owner and any person holding an interest subordinate to the proceeds interests of such sale or disposition shall be applied in the order of priorities set forth in Section 3Mortgagee hereunder; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.02, Security Agent shall, the Mortgagee (acting at the written direction of a Majority in Interest of the Lead Lenders) may, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Owner, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security Agent the Mortgagee shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower Owner relating to the Collateral in connection therewith, as Security Agent the Mortgagee shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably Mortgagee may determine; and Security Agent the Mortgagee shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Mortgagee under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security Agent the Mortgagee may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Owner), and all other payments which Security Agent the Mortgagee may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Mortgagee, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Mortgagee. In addition, Borrower Owner shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agentthe Mortgagee’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New YorkUCC, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Term Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, the Mortgagee may at any time thereafter while any Event of Default shall be continuing, without notice of any kind to Owner (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in this Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under the UCC as in effect at the request of Security Agenttime in New York State, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due. Notwithstanding the foregoing, the Mortgagee agrees that it shall not exercise any of its remedies under this Section 4.02 unless an EETC Enforcement Event shall have occurred and be continuing, and all such cases, any such exercise shall be subject to the terms of the EETC Intercreditor Agreement.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Administrative Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following; provided, however, that during any period that an Aircraft is subject to the CRAF Program in accordance with the provisions of Section 2.01(a)(iv) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Administrative Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Aircraft in such manner as to limit a Grantor's control (or any Permitted Lessee's control under any Permitted Lease) under this Mortgage of the relevant Airframe, or any Engines or Spare 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 Air Force) written notice of default hereunder shall have been given by the Administrative Agent by registered or certified mail to Grantors (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with a Grantor (or any Permitted Lessee) relating to such Aircraft: (1i) cause Borrowereach Grantor or all Grantors, upon the written demand of Security the Administrative Agent, at Borrower’s Grantors' expense, to deliver promptly, and Borrower such Grantor(s) shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of the FAA Spare Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Administrative Agent may so demand to Security the Administrative Agent or its order, or Security the Administrative Agent, at its option, may access the Tracking System (and demand the assistance of a Grantor's personnel necessary to utilize the Tracking System) and enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantors and all Persons claiming under or through a Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines or other Collateral at public or private sale, whether or not Security the Administrative Agent shall at the time have possession thereof, as Security the Administrative Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines, Spare Engines or such Engine other Collateral as Security the Administrative Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of any Grantor, any person claiming by, through or under any Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Administrative Agent hereunder; provided, however, that no Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York York; provided that, notwithstanding anything to the contrary set forth herein or in any other Loan Document, (whether or A) as permitted by Article 15 of the Cape Town Convention, the provisions of Chapter III of the Cape Town Convention are hereby excluded and made inapplicable to this Agreement and the other Loan Documents, except for those provisions of such Chapter III that cannot be derogated from; and (B) as permitted by Article IV(3) of the Aircraft Protocol, the provisions of Chapter II of the Aircraft Protocol are hereby excluded and made inapplicable to this Agreement and the other Loan Documents, except for (x) Article XVI of the Aircraft Protocol and (y) those provisions of such Chapter II that cannot be derogated from, except, in effect each case, in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or case of a lease by any Grantor to any Permitted Lease foreign entity that is situated in a Contracting State (as defined in the Cape Town Treaty), the lease shall contain (and the Administrative Agent shall be entitled to exercise) the remedies of a lessor set forth in the Cape Town Treaty for the benefit of the lessor under such lease, to the extent required pursuant to Section 4.2 hereof2.01(a)(ix). Without limiting the generality In furtherance of the foregoing, Security Agentthe parties hereto agree that the exercise of remedies hereunder and the other Loan Documents is subject to other applicable law, including without demand of performance or other demandlimitation, presentmentthe UCC and the Bankruptcy Code, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or that nothing herein derogates from the rights of Security the Company or the Administrative Agent and the Lenders hereunderunder or pursuant to such other applicable law, including, including without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole UCC or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsBankruptcy Code. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Administrative Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantors, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Administrative Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower each Grantor relating to the Collateral in connection therewith, as Security the Administrative Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Administrative Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Administrative Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Administrative Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Administrative Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Administrative Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of a Grantor), and all other payments which Security the Administrative Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Administrative Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Administrative Agent. In addition, Borrower Grantors shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Administrative Agent’s 's remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, Spare Engines or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New YorkUCC, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, the Administrative Agent may at any time thereafter while any Event of Default shall be continuing, without notice of any kind to any Grantor (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in this Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under the UCC as in effect at the request of Security Agenttime in New York State, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be Collateral Agent (in defaultaccordance with the provisions of Article 5 hereof) may, and Security upon the written instructions of the Required Lenders, the Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following; provided, however, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.2(a) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (A), (B) and (C) in relation to such Aircraft in such manner as to limit the Company's control under this Mortgage of the relevant Airframe, 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or any Lessee) relating to such Aircraft: (1A) cause Borrowerthe Company, upon the written demand of Security the Collateral Agent, at Borrower’s the Company's expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor lien or secured party of such engine; provided that the an Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of Security Agent and if agreed by Borrower the Collateral Agent, be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.43.4(e) hereof; (2B) sell all or any part of the Airframe and any Engine Airframes, Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3C) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.2, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Agent, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons properly engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s 's remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, retaking or return of any Airframe or sale of the Airframe and any Engine Engines in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes Loans shall have been accelerated pursuant to Section 5.2(c)accelerated, at the request of Security Agent, acting at the written direction of Collateral Agent the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security the Collateral Agent such instruments of title and other documents as Security the Collateral Agent may deem necessary or advisable to enable Security the Collateral Agent or an agent or representative designated by Security the Collateral Agent, at such time or times and place or places as Security the Collateral Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Collateral Agent shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Collateral Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Collateral Agent may obtain a judgment conferring on Security the Collateral Agent the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to Security the Collateral Agent, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender each Secured Creditor to receive all payments of principal of, and interest on, the Obligations held by such Secured Creditor and all other amounts owing to such Lender Secured Creditor as and when the same may be due.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be Collateral Agent (in defaultaccordance with the provisions of Article 5 hereof) may, and Security upon the written instructions of the Required Lenders, the Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following; provided, however, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 3.2(a) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (A), (B) and (C) in relation to such Aircraft in such manner as to limit the Company’s control under this Mortgage of the relevant Airframe, 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to the Company (and any Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with the Company (or any Lessee) relating to such Aircraft: (1A) cause Borrowerthe Company, upon the written demand of Security the Collateral Agent, at Borrowerthe Company’s expense, to deliver promptly, and Borrower the Company shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Company and all Persons claiming under or through the Company) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor lien or secured party of such engine; provided that the an Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrowerthe Company, may at the option of Security Agent and if agreed by Borrower the Collateral Agent, be exchanged with Borrower the Company for an Engine in accordance with the provisions of Section 4.43.4(e) hereof; (2B) sell all or any part of the Airframe and any Engine Airframes, Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or lease or otherwise dispose of, hold, use, operate, lease to others or keep idle of all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Company; provided, and however, that the proceeds of such sale or disposition Company shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3C) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsYork. Upon every taking of possession of Collateral under this Section 5.24.2, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Agent, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower the Company relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions addi­tions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (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 Security the Collateral Agent may be required or expressly authorized to make under any provision pro­vision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons properly engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Company shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection con­nection with the retaking, retaking or return of any Airframe or sale of the Airframe and any Engine Engines in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes Loans shall have been accelerated pursuant to Section 5.2(c)accelerated, at the request of Security Agent, acting at the written direction of Collateral Agent the Majority in Interest of Lenders, Borrower Company shall promptly execute and deliver to Security the Collateral Agent such instruments of title and other documents as Security the Collateral Agent may deem necessary or advisable to enable Security the Collateral Agent or an agent or representative designated by Security the Collateral Agent, at such time or times and place or places as Security the Collateral Agent may specify, to obtain possession of all or any part of the Collateral to which Security the Collateral Agent shall at the time be entitled hereunder. If Borrower the Company shall for any reason fail to execute and deliver such instruments and documents after such request by Security the Collateral Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Collateral Agent may obtain a judgment conferring on Security the Collateral Agent the right to immediate possession and requiring Borrower the Company to execute and deliver such instruments and documents to Security the Collateral Agent, to the entry of which judgment Borrower the Company hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender each Secured Creditor to receive all payments of principal of, and interest on, the Obligations held by such Secured Creditor and all other amounts owing to such Lender Secured Creditor as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuingcontinuing and subject to Section 3.4 of the Intercreditor Agreement, this Mortgage shall be the Security Trustee (in defaultaccordance with Article VI) may, and upon the written instructions of the Controlling Creditor, the Security Agent Trustee shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following: (1) cause Borrower, upon following to the written demand of Security Agent, at Borrower’s expense, to deliver promptlyextent permitted by, and Borrower shall deliver promptlysubject to compliance with the mandatory requirements of, all or such part of applicable law then in effect (provided, however, that during any period the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect is subject to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Agent or its order, or Security Agent, at its option, may enter upon the premises where all or any part of the Airframe or any Engine or the related Aircraft Documents are located and take immediate possession of and remove the same together with any engine which is not an Engine but which is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or secured party of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine CRAF Program in accordance with the provisions of Section 4.4; 3.2(a) and is in possession of the U.S. government or an agency or instrumentality of the United States, the Security Trustee shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clause (2ii) sell all in such manner as to limit the Company’s control under this Security Agreement (or any part Permitted Lessee’s control under any lease permitted by the terms of the Airframe and any Engine at public or private sale, whether or not this Security Agent shall at the time have possession thereof, as Security Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part Agreement) of the Airframe or any Engines installed thereon, unless at least 60 days’ (or such Engine lesser period as Security Agent, in its sole discretion, but in accordance with may then be applicable Law, may determine, all free and clear of any rights or claims of Borrower, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 3; and/or (3) exercise any other remedy of a secured party under the Uniform Commercial Code Military Airlift Command Program of the State U.S. government) written notice of New York default hereunder shall have been given by the Security Trustee by registered or certified mail to the Company (whether and any such Permitted Lessee) with a copy addressed to the Contracting Office Representative or not in effect in other appropriate person for the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage Military Airlift Command of the United States Air Force under any contract with the Company or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way Lessee relating to the Collateral or the rights of Aircraft): 36 Aircraft Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, Agreement (N●) 24093720v16 Exhibit 10.1 (i) declare by written notice to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any Company to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every taking of possession of Collateral under this Section 5.2, Security Agent shall, acting at the written direction of a Majority in Interest of Lenders, from time to time, at the expense of the Collateral (and such expense shall be forthwith due and payable by Borrower), make all such expenditures for maintenance, repairs, replacements, and modifications to and the sum of (A) the aggregate unpaid principal amount of the CollateralNotes, and such improvements to and insurance plus (B) the amount of accrued but unpaid interest on the CollateralNotes, as it may reasonably deem proper. In each such case, Security Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower relating to the Collateral in connection therewith, as Security Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably determine; and Security Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, to makeplus (C) Breakage Costs, if any, plus (D) Liquidity Breakage, if any, plus (E) all other sums then owing by the Company hereunder, under the Notes and under the other Basic Agreements (but for Taxesthe avoidance of doubt, insurance without Premium Fee or other proper charges assessed against premium or otherwise imposed upon the Collateral penalty), without any other presentment, demand, protest, notice or any part thereofother formality, and all other payments of which Security Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7, and shall otherwise be applied in accordance with the provisions of Section 3. In addition, Borrower shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If are hereby waived; provided that if an Event of Default referred to in Section 6.1(g), (h), (i) or (j) of the Loan Agreement shall have occurred occurred, then in every such case (V) the aggregate unpaid principal amount of the Notes, plus (W) the amount of accrued but unpaid interest on the Notes, plus (X) Breakage Costs, if any, plus (Y) Liquidity Breakage, if any, plus (Z) all other sums then owing by the Company hereunder, under the Notes and be continuing and under the Equipment Notes shall have been accelerated pursuant to Section 5.2(cother Basic Agreements (but for the avoidance of doubt, without Prepayment Fee or other premium or penalty), at the request of Security Agentshall immediately and without further act become due and payable, acting at the written direction of the Majority in Interest of Lenderswithout presentment, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary or advisable to enable Security Agent or an agent or representative designated by Security Agentdemand, at such time or times and place or places as Security Agent may specifyprotest, to obtain possession of all notice or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agentother formality, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, to the entry all of which judgment Borrower are hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of any Lender to receive all amounts owing to such Lender as and when the same may be due.waived; and

Remedies Available. Upon Subject to the provisions of Sections 6.13 and 6.14, upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following: ; provided, however, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 44 [Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement] 2.01(a)(iv) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (1i), (ii) and (iii) in relation to such Aircraft in such manner as to limit a Grantor’s control (or any Permitted Lessee’s control under any Permitted Lease) under this Mortgage of the relevant Airframe, or any Engines or Spare 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to Grantors (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with a Grantor (or any Permitted Lessee) relating to such Aircraft: (i) cause Borrowereither Grantor or both Grantors, upon the written demand of Security the Collateral Agent, at Borrower’s Grantors’ expense, to deliver promptly, and Borrower such Grantor(s) shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of the FAA Spare Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may access the Tracking System (and demand the assistance of a Grantor’s personnel necessary to utilize the Tracking System) and enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantors and all Persons claiming under or through a Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines, Spare Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of either Grantor, any person claiming by, through or under either Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Collateral Agent hereunder; provided, however, that neither Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Second Priority Obligations; and/or or (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind law (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, the Cape Town Convention) or proceed by appropriate court action to enforce the payment in whole terms or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account to recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantors, make all such expenditures for maintenance, repairs, replacements, and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower relating to the Collateral in connection therewith, as Security Agent shall deem best, acting at the written direction of the Majority in Interest of Lenders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably determine; and Security Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, improvements to and to make all payments which Security Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereof, and all other payments which Security Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7, and shall otherwise be applied in accordance with the provisions of Section 3. In addition, Borrower shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c), at the request of Security Agent, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary or advisable to enable Security Agent or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, to the entry of which judgment Borrower hereby specifically consents to the fullest extent as it may lawfully do sodeem proper. Nothing in In each such case, the foregoing shall affect the right of any Lender to receive all amounts owing to such Lender as and when the same may be due.Collateral 45

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Administrative Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following; provided, however, that during any period that an Aircraft is subject to the CRAF Program in accordance with the provisions of Section 2.01(a)(iv) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Administrative Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Aircraft in such manner as to limit a Grantor’s control (or any Permitted Lessee’s control under any Permitted Lease) under this Mortgage of the relevant Airframe, or any Engines or Spare 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 Air Force) written notice of default hereunder shall have been given by the Administrative Agent by registered or certified mail to Grantors (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with a Grantor (or any Permitted Lessee) relating to such Aircraft: (1i) cause Borrowereach Grantor or all Grantors, upon the written demand of Security the Administrative Agent, at Borrower’s Grantors’ expense, to deliver promptly, and Borrower such Grantor(s) shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of the FAA Spare Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Administrative Agent may so demand to Security the Administrative Agent or its order, or Security the Administrative Agent, at its optionoption may (x) solely to the extent any Pledged Spare Parts are included as Collateral hereunder, may access the Tracking System (and demand the assistance of a Grantor’s personnel necessary to utilize the Tracking System) and (y) enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantors and all Persons claiming under or through a Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines or other Collateral at public or private sale, whether or not Security the Administrative Agent shall at the time have possession thereof, as Security the Administrative Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines, Spare Engines or such Engine other Collateral as Security the Administrative Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of any Grantor, any person claiming by, through or under any Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition shall be applied in the order of priorities set forth in Section 3Administrative Agent hereunder; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York York; provided that, notwithstanding anything to the contrary set forth herein or in any other Loan Document, (whether or A) as permitted by Article 15 of the Cape Town Convention, the provisions of Chapter III of the Cape Town Convention are hereby excluded and made inapplicable to this Agreement and the other Loan Documents, except for those provisions of such Chapter III that cannot be derogated from; and (B) as permitted by Article IV(3) of the Aircraft Protocol, the provisions of Chapter II of the Aircraft Protocol are hereby excluded and made inapplicable to this Agreement and the other Loan Documents, except for (x) Article XVI of the Aircraft Protocol and (y) those provisions of such Chapter II that cannot be derogated from, except, in effect each case, in the jurisdiction in which enforcement is sought) and other applicable Laws applicable to this Mortgage or case of a lease by any Grantor to any Permitted Lease foreign entity that is situated in a Contracting State (as defined in the Cape Town Treaty), the lease shall contain (and the Administrative Agent shall be entitled to exercise) the remedies of a lessor set forth in the Cape Town Treaty for the benefit of the lessor under such lease, to the extent required pursuant to Section 4.2 hereof2.01(a)(ix). Without limiting the generality In furtherance of the foregoing, Security Agentthe parties hereto agree that the exercise of remedies hereunder and the other Loan Documents is subject to other applicable law, including without demand of performance or other demandlimitation, presentmentthe UCC and the Bankruptcy Code, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or that nothing herein derogates from the rights of Security any Grantor or the Administrative Agent and the Lenders hereunderunder or pursuant to such other applicable law, including, including without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole UCC or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all ObligationsBankruptcy Code. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Administrative Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantors, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Administrative Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower each Grantor relating to the Collateral in connection therewith, as Security the Administrative Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Administrative Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Administrative Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Administrative Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Administrative Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Administrative Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of a Grantor), and all other payments which Security the Administrative Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Administrative Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Administrative Agent. In addition, Borrower Grantors shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Administrative Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, Spare Engines or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New YorkUCC, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, the Administrative Agent may at any time thereafter while any Event of Default shall be continuing, without notice of any kind to any Grantor (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in this Article 4 or elsewhere in this Mortgage or otherwise available to a secured party under the UCC as in effect at the request of Security Agenttime in New York State, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.

Remedies Available. Upon the occurrence and continuance of any Event of Default and at any time thereafter so long as the same shall be continuingDefault, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following, in each case subject to the Credit Agreement: (1i) cause Borrowerthe Grantor, upon the written demand of Security Collateral Agent, at Borrowerthe Grantor’s expense, to deliver promptly, and Borrower the Grantor shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA Engines or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) Collateral as Security Collateral Agent may so demand to Security Collateral Agent or its order, or Security Collateral Agent, at its option, may enter upon the premises where all or any part of the Airframe Airframes, the Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantor and all Persons claiming under or through the Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines or other Collateral at public or private sale, whether or not Security Collateral Agent shall at the time have possession thereof, as Security Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines or such Engine other Collateral as Security Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of the Grantor, any person claiming by, through or under the Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Collateral Agent hereunder; provided, however, that the Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting law (including the generality of the foregoingCape Town Convention, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part specifically Article 13 thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted applicable), or proceed by Law, upon any such private sale appropriate court action to enforce the terms or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.22.02, Security Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantor, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower the Grantor relating to the Collateral in connection therewith, as Security Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Grantor), and all other payments which Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower the Grantor shall be liable, without duplication of any amounts payable hereunder or under any other Operative AgreementLoan Paper, for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security Collateral Agent’s remedies with respect thereto, including all reasonable costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code of the State of New Yorkhereof, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of Security Agent, acting at the written direction of the Majority Collateral Agent shall at any time thereafter while any Event of Default shall be continuing, without notice of any kind to the Grantor (except as provided herein) to the extent permitted by law, carry out or enforce any one or more of the actions and remedies provided in Interest of Lendersthis Article 2 or elsewhere in this Mortgage or otherwise available to a secured party under applicable law, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 2. Nothing in the foregoing shall affect the right of any Lender each Bank to receive all payments of principal of, and interest on, the Obligations held by such Bank and all other amounts owing to such Lender Bank as and when the same may be due. Notwithstanding anything to the contrary in this Mortgage, the Credit Agreement or in any other Loan Paper, no right or remedy of the Collateral Agent, the Administrative Agent, Paying Agent or any other Agent or any Bank or other Secured Party, as applicable, under this Section 2.02 or under any other provision of this Mortgage or under any provision of Article VII of the Credit Agreement (including but not limited to any action with respect to any warranty, indemnity or other agreement to give and receive all notices and other instruments or communications, and all other Collateral constituting continuing rights described in clause (3) of the Granting Clause herein) may be exercised or pursued by the Collateral Agent against Collateral included in clause (3) of the Granting Clause (the "Clause 3 Collateral") until the Grantor receives written notice from the Collateral Agent during the continuance of an Event of Default to withhold from taking any action with respect to the Clause 3 Collateral (the "Withhold Notice"). Until the receipt by the Grantor of the Withhold Notice, the Grantor is authorized to continue to operate its business with respect to the Clause 3 Collateral, and take any action, or withhold from taking any action, including but not limited to any action with respect to any warranty, indemnity or other agreement to give and receive all notices and other instruments or communications, in each case with respect to the Clause 3 Collateral. Upon and after the Collateral Agent has given the Withhold Notice and during the continuance of an Event of Default, the Collateral Agent may exercise all rights, powers, privileges, options and other benefits and entitlements of the Grantor in respect of any warranty, indemnity or agreement (to the extent assigned hereunder) with respect to such Airframes or Engines, including, without limitation, the right to make all waivers and agreements, to give and receive all notices and other instruments or communications, to take such action upon the occurrence of a default thereunder, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted thereby or by law, and to do any and all other things which the Grantor is or may be entitled to do thereunder (to the extent assigned hereunder).

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default and at any time thereafter so long as Default, the same shall be continuing, this Mortgage shall be in default, and Security Collateral Agent shall, upon the direction of a Majority in Interest of the Lenders may do one or more of the following; provided, however, that during any period that an Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of Section 2.01(a)(iv) hereof and in possession of the United States government or an agency or instrumentality of the United States, the Collateral Agent shall not, on account of any Event of Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii) and (iii) in relation to such Aircraft in such manner as to limit a Grantor’s control (or any Permitted Lessee’s control under any Permitted Lease) under this Mortgage of the relevant Airframe, or any Engines or Spare 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 Air Force) written notice of default hereunder shall have been given by the Collateral Agent by registered or certified mail to Grantors (and any Permitted Lessee) with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under any contract with a Grantor (or any Permitted Lessee) relating to such Aircraft: (1i) cause Borrowereither Grantor or both Grantors, upon the written demand of Security the Collateral Agent, at Borrower’s Grantors’ expense, to deliver promptly, and Borrower such Grantor(s) shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of the FAA Spare Engines or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may access the Tracking System (and demand the assistance of a Grantor’s personnel necessary to utilize the Tracking System) and enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of the Grantors and all Persons claiming under or through a Grantor) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of or with respect to such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines, Spare Engines or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of either Grantor, any person claiming by, through or under either Grantor and any person holding an interest subordinate to the proceeds interests of such sale or disposition the Collateral Agent hereunder; provided, however, that neither Grantor shall be applied entitled at any time prior to any such disposition to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3First Priority Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind law (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, the Cape Town Convention) or proceed by appropriate court action to enforce the payment in whole terms or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account to recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantors, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower each Grantor relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of a Grantor), and all other payments which Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower Grantors shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, Spare Engines or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code UCC of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, at the request of Security Agent, acting at the written direction of the Majority in Interest of Lenders, Borrower shall promptly execute and deliver to Security Agent such instruments of title and other documents as Security Agent may deem necessary or advisable to enable Security Agent or an agent or representative designated by Security Administrative Agent, the Collateral Agent shall at such any time thereafter while any Event of Default shall be continuing, without notice of any kind to either Grantor (except as provided herein) to the extent permitted by law, carry out or times enforce any one or more of the actions and place remedies provided in this Article 4 or places elsewhere in this Mortgage or otherwise available to a secured party under the UCC as Security Agent may specifyin effect at the time in New York State, to obtain possession of whether or not any or all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each First Priority Secured Party to receive all payments of principal of, and interest on, the First Priority Obligations held by such First Priority Secured Party and all other amounts owing to such Lender First Priority Secured Party as and when the same may be due.

Remedies Available. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, this Mortgage Agreement shall be in default, and Security Collateral Agent may, and upon the instruction of the Required Lenders shall, upon the direction of a Majority in Interest of the Lenders do one or more of the following: following but without any duty to account to Grantor with respect to such action or inaction: (1A) cause Borrower, upon the written demand of Security Agentin writing that Grantor, at BorrowerGrantor’s expense, to deliver promptly, and Borrower Grantor shall deliver promptly, all or such part of the any Airframe or any Engine (together with all Aircraft Documents and or any other documents at any time required Collateral to be maintained with respect to the Airframe or Engine (or part thereof), in accordance with the rules and regulations of the FAA or other Aviation Authority if the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Agent may so demand to Security Collateral Agent or its orderdesignee or, or Security Collateral Agent, at its option, may enter upon the premises where all or any part of the any Airframe or any Engine or the related Aircraft Documents any other Collateral are located or are supposed to be located, search for Collateral and take immediate possession of and remove the same together by summary proceedings or otherwise, and without demand or notice or liability of any kind whatsoever; and/or (B) if at the time such action may be lawful and always subject to compliance with any engine which is not an Engine but which is installed on the Airframemandatory legal requirements, subject to all of the rights of the ownereither with or without taking possession, lessorand either before or after taking possession and without instituting any legal proceedings whatsoever, lienor or secured party and having first given notice of such engine; provided that the Airframe with an engine (which is not an Engine) installed thereon may be flown or returned only to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine sale in accordance with the provisions Security Agreement to Grantor at least 10 days prior to the date of Section 4.4; 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, free and clear of any rights or claims of Grantor, 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 Collateral Agent may determine, and at any place (2whether or not it be the location of the Collateral or any part thereof) sell and time designated in the notice above referred to. 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 Collateral Agent or a Secured Party may bid and become the purchaser at any such sale and each Secured Party shall be entitled at any sale to credit against any purchase price bid at such sale by such Secured Party all or any part of any unpaid Secured Obligation owing to such Secured Party secured by the Airframe and any Engine at public or private sale, whether or not Security Agent shall at the time have possession thereof, as Security Agent may determine, or otherwise dispose of, Lien of this Agreement; (C) hold, use, operate, lease to others or keep idle all or any part of the such Airframe or such Engine as Security Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of BorrowerGrantor; and/or (D) exercise any or all of other rights and powers and pursue any and all other remedies accorded to a secured party under Applicable Law or the Cape Town Convention, including to recover judgment in its own name as Collateral Agent against the Collateral and to take possession of all or any part of the Collateral, to exclude Grantor and all Persons claiming under it wholly or partly therefrom, and the proceeds of such sale or disposition shall be applied in the order of priorities set forth in Section 3; and/or (3) including to exercise any other remedy of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) ). If an Event of Default shall have occurred and other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoingbe continuing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing)Agent may, in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligations. Upon every taking of possession of Collateral under this Section 5.2, Security Agent shall, acting at the written direction of a Majority in Interest of Lendersits sole discretion, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Grantor, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications to and of the Collateral, and such improvements to and insurance of the Collateral, as it may reasonably deem proper. In each such case, Security Collateral Agent shall have the right to maintain, use, operate, store, lease, control or manage the Collateral and to exercise all rights and powers of Borrower Grantor relating to the Collateral in connection therewith, as Security Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and profits of the Collateral and every part thereof. Such tolls, rents, revenues, issues, income, products and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of use, operation, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Security Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, to make, if any, for Taxes, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Grantor at the employment of one or more Persons to remarket the Collateral for sale or lease or to otherwise manage the Collateral), and all other payments which Security Collateral Agent may be required or expressly authorized to make under any provision of this MortgageAgreement, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7Collateral Agent, and shall otherwise be applied in accordance with the provisions of Section 3. In addition, Borrower shall be liable, without duplication of any amounts payable hereunder all Persons engaged or under any other Operative Agreement, for all reasonable legal fees and other reasonable costs and expenses incurred employed by reason of the occurrence of any Event of Default or the exercise of Security Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine in accordance with the terms hereof or under the Uniform Commercial Code of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated pursuant to Section 5.2(c)continuing, at the request of Security Collateral Agent, acting at the written direction of the Majority in Interest of Lenders, Borrower Grantor shall promptly execute and deliver to Security Collateral Agent such instruments of title and other documents as Security Collateral Agent may deem necessary or advisable to enable Security Collateral Agent or an agent or representative designated by Security Collateral Agent, at such time or times and place or places as Security Collateral Agent may specify, to obtain possession of all or any part of the Collateral to which Security Collateral Agent shall at the time be entitled hereunder, to change the registration of any Aircraft, to deregister any Aircraft or otherwise to facilitate the exercise of the above-mentioned rights and remedies. Without limiting the foregoing, upon Collateral Agent’s request, Grantor shall execute and deliver to Collateral Agent an Irrevocable De-Registration and Export Request Authorization (“IDERA”), the form of which is attached hereto as Exhibit B, for any Aircraft, and Collateral Agent may use or otherwise file, record, and/or register such IDERA as it may elect during the existence of an Event of Default, provided that Collateral Agent shall give 3 days written notice to Grantor prior to using or otherwise filing, recording, and/or registering such IDERA. If Borrower Grantor shall for any reason fail to execute and deliver such instruments and documents after such request by Security Collateral Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, Collateral Agent may obtain a judgment conferring on Security Collateral Agent the right to immediate possession and requiring Borrower Grantor to execute and deliver such instruments and documents to Security Collateral Agent, to the entry of which judgment Borrower Grantor hereby specifically consents to the fullest extent it may lawfully do so. Nothing in the foregoing shall affect the right of Collateral Agent or any Lender Secured Party to receive all amounts owing to such Lender Secured Party as and when the same may be due. The Collateral Agent shall exercise rights and remedies and sell the Collateral under this Agreement only at the direction of the holders of a majority in the aggregate principal amount of the Secured Obligations outstanding at the time of such action delivered in accordance with the applicable provisions of the Indenture, including without limitation, after such holders have provided indemnity and security satisfactory to the Trustee and the Collateral Agent for any losses, liabilities and expenses that may be incurred in connection therewith; provided that if the Collateral Agent shall not have received appropriate instructions within 10 days of a request from the applicable Secured Parties (or such shorter period as reasonably may be specified in such request or as may be necessary under the circumstances), it may, but shall be under no duty to take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction.

Remedies Available. Upon (i) the occurrence and continuance of any Event of Default Default, the Collateral Agent may (and at any time thereafter so long as the same shall be continuing, this Mortgage shall be in default, and Security Agent shall, upon the direction of a Majority in Interest request of the Lenders Administrative Agent and Requisite Lenders, shall) do one or more of the following: (1i) cause BorrowerGreat Lakes, upon the written demand of Security the Collateral Agent, at Borrower’s Great Lakes’ expense, to deliver promptly, and Borrower Great Lakes shall deliver promptly, all or such part of the Airframe or any Engine (together with all Aircraft Documents and other documents at any time required to be maintained with respect to Airframes, the Airframe or Engine (or part thereof)Engines, in accordance with the rules and regulations of Spare Engines, the FAA Propellers, the Spare Propellers or other Aviation Authority if Collateral as the Aircraft to which the Airframe or Engine relates is registered under the laws of a country other than the United States) as Security Collateral Agent may so demand to Security the Collateral Agent or its order, or Security the Collateral Agent, at its option, may access the Tracking System and enter upon the premises where all or any part of the Airframe Airframes, the Engines, the Spare Engines, the Propellers, the Spare Propellers or any Engine or the related Aircraft Documents other Collateral are located and take immediate possession (to the exclusion of Great Lakes and all Persons claiming under or through Great Lakes) of and remove the same by summary proceedings or otherwise together with any engine which is not an Engine or Spare Engine and any propeller which is not a Propeller or Spare Propeller but which is installed on the an Airframe, subject to all of the rights of the owner, lessor, lienor or secured party lien holder of such engine; provided that the Airframe or with an engine (which is not an Engine) installed thereon may be flown or returned only respect to a location within the continental United States, and such engine shall be held for the account of any such owner, lessor, lienor or secured party or, if such engine is owned by Borrower, may at the option of Security Agent and if agreed by Borrower be exchanged with Borrower for an Engine in accordance with the provisions of Section 4.4propeller; (2ii) sell all or any part of the Airframe and any Engine Airframes, Engines, Spare Engines, Propellers, Spare Propellers or other Collateral at public or private sale, whether or not Security the Collateral Agent shall at the time have possession thereof, as Security the Collateral Agent may determine, or otherwise dispose of, hold, use, operate, lease to others or keep idle all or any part of the Airframe Airframes, the Engines, Spare Engines, Propellers, Spare Propellers or such Engine other Collateral as Security the Collateral Agent, in its sole discretion, but in accordance with applicable Law, may determine, all free and clear of any rights or claims of Borrowerwhatsoever kind of Great Lakes, any person claiming by, through or under Great Lakes and any person holding an interest subordinate to the proceeds interests of the Collateral Agent hereunder; provided, however, that Great Lakes shall not be entitled at any time prior to any such sale or disposition shall be applied to redeem the Collateral by paying in full all of the order of priorities set forth in Section 3Obligations; and/oror (3iii) exercise any other remedy or all of the rights and powers and pursue any and all remedies of a secured party under the Uniform Commercial Code UCC of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) and or by any other applicable Laws applicable to this Mortgage or to any Permitted Lease pursuant to Section 4.2 hereof. Without limiting the generality of the foregoing, Security Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind law (except any notice required by Law referred to below) to or upon Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Security Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Security Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby waived and released. At any public or private sale the Lenders shall be entitled to credit against the purchase price bid at such sale all or any part of the unpaid amounts of Equipment Notes or other Secured Obligations. Borrower further agrees, at Security Agent’s request, to make the Collateral available to Security Agent at places which Security Agent shall reasonably select, whether at Borrower’s premises or elsewhere. Security Agent shall apply the net proceeds of any action taken by it pursuant to this Section 4.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Security Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, the Cape Town Convention) or proceed by appropriate court action to enforce the payment in whole terms or in part of the Secured Obligations, in such order as Security Agent may elect consistent with the provisions of Section 3.3, and only after such application and after the payment by Security Agent of any other amount required by any provision of Law, need Security Agent account to recover damages for the surplus, if any to Borrower. To the extent permitted by applicable Law, Borrower waives all claims, damages and demands it may acquire against Security Agent or any Lender arising out of the exercise by them of any rights hereunder. Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all Obligationsbreach hereof. Upon every taking of possession of Collateral under this Section 5.24.02, Security the Collateral Agent shall, acting at the written direction of a Majority in Interest of Lendersmay, from time to time, at the expense of the Collateral (and such expense shall be due and payable by Borrower)Great Lakes, make all such expenditures for maintenance, insurance, repairs, replacements, alterations, additions and modifications improvements to and of the Collateral, and such improvements to and insurance of the Collateral, Collateral as it may reasonably deem proper. In each such case, Security the Collateral Agent shall have the right to maintain, use, insure, operate, store, lease, control or manage the Collateral and to carry on business and to exercise all rights and powers of Borrower Great Lakes relating to the Collateral in connection therewith, as Security the Collateral Agent shall deem best, acting at the written direction of the Majority in Interest of Lendersappropriate, including the right to enter into any and all such agreements with respect to the maintenance, use, insurance, use, operation, storage, leasing, control, management or disposition of the Collateral or any part thereof as Security the Collateral Agent may, acting at the written direction of the Majority in Interest of Lenders, reasonably may determine; and Security the Collateral Agent shall be entitled to collect and receive directly all tolls, rents, revenues, issues, income, products products, proceeds and profits of the Collateral and every part thereof, without prejudice, however, to the right of the Collateral Agent under any provision of this Mortgage to collect and receive all cash held by, or required to be deposited with, the Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products products, proceeds and profits shall be applied by Security Agent, acting at the written direction of the Majority in Interest of Lenders, to pay any of the expenses of useusing, operationoperating, storage, leasing, control, management or disposition of the Collateral, and of any or all maintenance, insurance, repairs, replacementsreplacement, alterations, additions and improvements, and to make all payments which Security the Collateral Agent may be required or may elect, acting at the written direction of the Majority in Interest of Lenders, elect to make, if any, for Taxestaxes, assessments, insurance or other proper charges assessed against or otherwise imposed upon the Collateral or any part thereofthereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Great Lakes), and all other payments which Security the Collateral Agent may be required or expressly authorized to make under any provision of this Mortgage, as well as just and reasonable compensation for the services of Security Agent and all other amounts owing to Security Agent under Section 7the Collateral Agent, and shall otherwise be applied in accordance with of all Persons engaged and employed by the provisions of Section 3Collateral Agent. In addition, Borrower Great Lakes shall be liable, without duplication of any amounts payable hereunder or under any other Operative Agreement, liable for all reasonable legal fees and other reasonable costs and expenses incurred by reason of the occurrence of any Event of Default or the exercise of Security the Collateral Agent’s remedies with respect thereto, including all costs and expenses specified in the preceding paragraph incurred in connection with the retaking, return or sale of the Airframe and any Engine Airframe, Engines, Spare Engines, Propellers, Spare Propellers or other Collateral in accordance with the terms hereof or under the Uniform Commercial Code UCC of the State of New York, which amounts shall, until paid, be secured by the Lien of this Mortgage. If an any Event of Default shall have occurred and be continuing and continuing, or the Equipment Notes Loans shall have been accelerated declared forthwith due and payable pursuant to Section 5.2(c)the Credit Agreement, at the request of Security Agent, acting at the written direction of the Majority in Interest of Administrative Agent and the Requisite Lenders, Borrower the Collateral Agent shall promptly execute at any time thereafter while any Event of Default shall be continuing, without notice of any kind to Great Lakes to the extent permitted by law, carry out or enforce any one or more of the actions and deliver remedies provided in this Article 4 or elsewhere in this Mortgage or otherwise available to Security Agent such instruments of title and other documents a secured party under the UCC as Security Agent may deem necessary in effect at the time in New York State, whether or advisable to enable Security Agent not any or an agent or representative designated by Security Agent, at such time or times and place or places as Security Agent may specify, to obtain possession of all or any part of the Collateral to which Security Agent shall at the time be entitled hereunder. If Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by Security Agent, Security Agent, acting at the written direction of the Majority in Interest of Lenders, may obtain a judgment conferring on Security Agent the right to immediate possession and requiring Borrower to execute and deliver such instruments and documents to Security Agent, is subject to the entry jurisdiction of which judgment Borrower hereby specifically consents such UCC and whether or not such remedies are referred to the fullest extent it may lawfully do soin this Article 4. Nothing in the foregoing shall affect the right of any Lender each Secured Party to receive all payments of principal of, and interest on, the Obligations held by such Secured Party and all other amounts owing to such Lender Secured Party as and when the same may be due.