Common use of Repossession and Sale Clause in Contracts

Repossession and Sale. At any time during the continuation of an Event of Default, the Administrative Agent in addition to any rights it might otherwise have at law, may do either or both of the following: (i) Upon the written demand of the Administrative Agent, and at the Borrower's expense, cause the Borrower to return promptly, and the Borrower shall return promptly, all or any part of the Aircraft as the Administrative Agent may so demand, to the Administrative Agent at a major airport on the Borrower's route system in one of the forty eight (48) contiguous states of the United States of America chosen by the Administrative Agent in the manner and condition required by Section 3.01 of the Mortgage, or, alternatively, the Administrative Agent at its option, may, to the extent permitted by law, peaceably enter upon the premises where all or any part of the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise (and, at the Administrative Agent's option store the same at the Borrower's premises until disposal thereof by the Administrative Agent), all without liability accruing to the Administrative Agent for or by reason of such entry or taking of possession or removal so long as the Administrative Agent has acted in accordance with the provisions of the Mortgage; provided that during any period the Aircraft is activated under CRAF in accordance with the provisions of Section 3.03 of the Mortgage and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Administrative Agent shall not, on account of any Event of Default, be entitled to do any of the following in such manner as to limit the Borrower's control under the Mortgage of the associated Airframe or any Engines installed thereon, unless at least sixty (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 Administrative Agent by registered or certified mail to the Borrower with a copy addressed to the Contracting Office Representative for the Military Airlift Command of the United States Air Force under the contract with the Borrower relating to the Aircraft; or (ii) with or without taking possession thereof, sell all or any part of the Aircraft at public or private sale, as the Administrative Agent may determine, or otherwise dispose of, hold, use, operate or lease to others, as the Administrative Agent, in its sole discretion, may determine, all free and clear of any rights of the Borrower, except as hereinafter set forth in this Section 12. In addition, the Borrower shall be liable, except as otherwise provided above and without duplication of amounts payable hereunder, for any and all reasonable and actual legal fees and other costs and expenses incurred by the Administrative Agent and the Lenders in connection with the enforcement of any of their respective rights and remedies hereunder. At any sale of the Aircraft or any part thereof pursuant to this Section 12, the Administrative Agent on the Lenders' behalf, may bid for and purchase such property. The Administrative Agent on the Lenders' behalf, agrees to give the Borrower at least ten days' written notice of the date fixed for any public sale of the Airframe or any Engine or of the date on or after which will occur the execution of any contract providing for any private sale (together with details thereof). Except as otherwise expressly provided above, no remedy referred to in this Section 12 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to the Administrative Agent at law or in equity; and the exercise or beginning of exercise by the Administrative Agent of any one (1) or more of such remedies shall not preclude the simultaneous or later exercise by the Administrative Agent of any or all of such other remedies. No express or implied waiver by the Administrative Agent of any Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default.

Repossession and Sale. At any time during the continuation of an Event of Default, the Administrative Agent Indenture Trustee, in addition to any rights it might otherwise have at law, may do either or both of the following: : (ia) Upon upon the written demand of the Administrative Agent, Indenture Trustee and at the Borrower's ’s expense, cause the Borrower to return promptly, and the Borrower shall return promptly, all or any part of the Aircraft as the Administrative Agent Indenture Trustee may so demand, to the Administrative Agent Indenture Trustee at a major airport on in the Borrower's ’s route system in one of the forty eight (48) contiguous states of the United States of America chosen by the Administrative Agent in the manner and condition required by Section 3.01 of the MortgageIndenture Trustee, or, alternatively, the Administrative Agent Indenture Trustee, at its option, may, to the extent permitted by law, peaceably may enter upon the premises where all or any part of the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise (and, at the Administrative Agent's option Indenture Trustee’s option, store the same at the Borrower's ’s premises until disposal thereof by the Administrative AgentIndenture Trustee), all without liability accruing to the Administrative Agent Indenture Trustee for or by reason of such entry or taking of possession or removal so long as other than for restoration of property damaged by such taking of possession or removal, unless the Administrative Agent has acted Borrower does not cooperate in accordance with releasing the provisions of the MortgageAircraft; provided that during any period the Aircraft is activated under CRAF in accordance with the provisions of Section 3.03 of the Mortgage hereof and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Administrative Agent Indenture Trustee shall not, on account of any Event of Default, be entitled to do any of the following in such manner as to limit the Borrower's ’s control under the Mortgage this Trust Indenture (or any Lessee’s control under any Lease) of the associated Airframe or any Engines Engine installed thereon, thereon unless at least sixty (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 Administrative Agent Indenture Trustee by registered or certified mail to the Borrower (and any Lessee) with a copy addressed to the Contracting Office Representative for the Military Airlift Command of the United States Air Force under the contract with the Borrower (or any Lessee) relating to the Aircraft; or or (iib) with or without taking possession thereof, sell all or any part of the Aircraft at public or private sale, as the Administrative Agent Indenture Trustee may determine, or otherwise dispose of, hold, use, operate or lease to others, as the Administrative AgentIndenture Trustee, in its sole discretion, may determine, all free and clear of any rights of the Borrower, except as hereinafter set forth in this Section 12Article IX. In addition, the Borrower shall be liable, except as otherwise provided above and without duplication of amounts payable hereunder, for any and all reasonable and actual legal fees and other costs and expenses incurred by the Administrative Agent Indenture Trustee and the Lenders Holders (acting under common counsel) in connection with the enforcement of any of their respective rights and remedies hereunder. At any sale of the Aircraft or any part thereof pursuant to this Section 12Article IX, the Administrative Agent on the Lenders' behalfIndenture Trustee and, subject to Section 9.01(e), any Certificate Holder, may bid for and purchase such property. The Administrative Agent on the Lenders' behalf, Indenture Trustee agrees to give the Borrower at least ten days' written commercially reasonable notice of the date fixed for any public sale of the Airframe or any Engine or of the date on or after which will occur the execution of any contract providing for any private sale (together with details thereof). Except as otherwise expressly provided above, no remedy referred to in this Section 12 Article IX is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to the Administrative Agent Indenture Trustee at law or in equity; and the exercise or beginning of exercise by the Administrative Agent Indenture Trustee of any one (1) or more of such remedies shall not preclude the simultaneous or later exercise by the Administrative Agent Indenture Trustee of any or all of such other remedies. No express or implied waiver by the Administrative Agent Indenture Trustee of any Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default.

Repossession and Sale. At any time during the continuation of an Event of Default, the Administrative Agent in addition to any rights it might otherwise have at law, may do either or both of the following: (i) Upon the written demand of the Administrative Agent, and at the Borrower's expense, cause the Borrower to return promptly, and the Borrower shall return promptly, all or any part of the any Aircraft as the Administrative Agent may so demand, to the Administrative Agent at a major airport on the Borrower's route system in one of the forty eight (48) contiguous states of the United States of America chosen by the Administrative Agent in the manner and condition required by Section 3.01 of the Mortgage, or, alternatively, the Administrative Agent at its option, may, to the extent permitted by law, peaceably enter upon the premises where all or any part of the an Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise (and, at the Administrative Agent's option store the same at the Borrower's premises until disposal thereof by the Administrative Agent), all without liability accruing to the Administrative Agent for or by reason of such entry or taking of possession or removal so long as the Administrative Agent has acted in accordance with the provisions of the Mortgage; provided that during any period the an Aircraft is activated under CRAF in accordance with the provisions of Section 3.03 of the Mortgage and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Administrative Agent shall not, on account of any Event of Default, be entitled to do any of the following in such manner as to limit the Borrower's control under the Mortgage of the associated Airframe or any Engines installed thereon, unless at least sixty (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 Administrative Agent by registered or certified mail to the Borrower with a copy addressed to the Contracting Office Representative for the Military Airlift Command of the United States Air Force under the contract with the Borrower relating to the such Aircraft; or (ii) with or without taking possession thereof, sell all or any part of the any Aircraft at public or private sale, as the Administrative Agent may determine, or otherwise dispose of, hold, use, operate or lease to others, as the Administrative Agent, in its sole discretion, may determine, all free and clear of any rights of the Borrower, except as hereinafter set forth in this Section 12. In addition, the Borrower shall be liable, except as otherwise provided above and without duplication of amounts payable hereunder, for any and all reasonable and actual legal fees and other costs and expenses incurred by the Administrative Agent and the Lenders in connection with the enforcement of any of their respective rights and remedies hereunder. At any sale of the an Aircraft or any part thereof pursuant to this Section 12, the Administrative Agent on the Lenders' behalf, may bid for and purchase such property. The Administrative Agent on the Lenders' behalf, agrees to give the Borrower at least ten days' written notice of the date fixed for any public sale of the any Airframe or any Engine or of the date on or after which will occur the execution of any contract providing for any private sale (together with details thereof). Except as otherwise expressly provided above, no remedy referred to in this Section 12 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to the Administrative Agent at law or in equity; and the exercise or beginning of exercise by the Administrative Agent of any one (1) or more of such remedies shall not preclude the simultaneous or later exercise by the Administrative Agent of any or all of such other remedies. No express or implied waiver by the Administrative Agent of any Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default.

Repossession and Sale. At any time during the continuation of an Event of Default, the Collateral Agent, as directed by the --------------------- Lender, or the Administrative Agent on its behalf, in addition to any rights it might otherwise have at law, may do either or both of the following: (i) Upon the written demand of the Administrative Collateral Agent, and at the Borrower's expense, cause the Borrower to return promptly, and the Borrower shall return promptly, all or any part of the any Aircraft as the Administrative Collateral Agent may so demand, to the Administrative Collateral Agent at a major airport on the Borrower's route system in one of the forty eight (48) contiguous states of the United States of America chosen by the Administrative Collateral Agent in the manner and condition required by Section 3.01 of the Mortgage, or, alternatively, the Administrative Collateral Agent at its option, may, to the extent permitted by law, peaceably enter upon the premises where all or any part of the an Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise (and, at the Administrative Collateral Agent's option store the same at the Borrower's premises until disposal thereof by the Administrative Collateral Agent), all without liability accruing to the Administrative Collateral Agent for or by reason of such entry or taking of possession or removal so long as the Administrative Collateral Agent has acted in accordance with the provisions of the Mortgage; provided that during any period the an Aircraft is -------- ---- activated under CRAF in accordance with the provisions of Section 3.03 of the Mortgage and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Administrative Collateral Agent shall not, on account of any Event of Default, be entitled to do any of the following in such manner as to limit the Borrower's control under the Mortgage of the associated Airframe or any Engines installed thereon, unless at least sixty (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 Administrative Collateral Agent by registered or certified mail to the Borrower with a copy addressed to the Contracting Office Representative for the Military Airlift Command of the United States Air Force under the contract with the Borrower relating to the such Aircraft; or (ii) with or without taking possession thereof, sell all or any part of the any Aircraft at public or private sale, as the Administrative Collateral Agent may determine, or otherwise dispose of, hold, use, operate or lease to others, as the Administrative Agent, in its sole discretion, may determine, all free and clear of any rights of the Borrower, except as hereinafter set forth in this Section 12. In addition, the Borrower shall be liable, except as otherwise provided above and without duplication of amounts payable hereunder, for any and all reasonable and actual legal fees and other costs and expenses incurred by the Collateral Agent, the Administrative Agent and the Lenders Lender in connection with the enforcement of any of their respective rights and remedies hereunder. At any sale of the an Aircraft or any part thereof pursuant to this Section 12, the Collateral Agent, at the Lender's direction, or the Administrative Agent on the Lenders' Lender's behalf, may bid for and purchase such property. The Collateral Agent, at the Lender's direction, or the Administrative Agent on the Lenders' Lender's behalf, agrees to give the Borrower at least ten days' written notice of the date fixed for any public sale of the any Airframe or any Engine or of the date on or after which will occur the execution of any contract providing for any private sale (together with details thereof). Except as otherwise expressly provided above, no remedy referred to in this Section 12 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to the Administrative Collateral Agent at law or in equity; and the exercise or beginning of exercise by the Administrative Collateral Agent of any one (1) or more of such remedies shall not preclude the simultaneous or later exercise by the Administrative Collateral Agent of any or all of such other remedies. No express or implied waiver by the Administrative Collateral Agent of any Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default.

Repossession and Sale. At any time during the continuation of an Event of Default, the Administrative Agent Security Agent, in addition to any rights it might otherwise have at law, may do either or both of the following: : (ia) Upon upon the written demand of the Administrative Agent, Security Agent and at the Borrower's ’s expense, cause the Borrower to return promptly, and the Borrower shall return promptly, all or any part of the Aircraft as the Administrative Security Agent may so demand, to the Administrative Security Agent at a major airport on the Borrower's ’s route system in one of the forty eight (48) contiguous states of the United States of America chosen by the Administrative Agent in the manner and condition required by Section 3.01 of the MortgageSecurity Agent, or, alternatively, the Administrative Agent Security Agent, at its option, may, to the extent permitted by law, peaceably may enter upon the premises where all or any part of the Aircraft is located and take immediate possession of and remove the same by summary proceedings or otherwise (and, at the Administrative Security Agent's option ’s option, store the same at the Borrower's ’s premises until disposal thereof by the Administrative Security Agent), all without liability accruing to the Administrative Security Agent for or by reason of such entry or taking of possession or removal so long as other than for restoration of property damaged by such taking of possession or removal, unless the Administrative Agent has acted Borrower does not cooperate in accordance with releasing the provisions of the MortgageAircraft; provided that during any period the Aircraft is activated under CRAF in accordance with the provisions of Section 3.03 of the Mortgage hereof and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Administrative Security Agent shall not, on account of any Event of Default, be entitled to do any of the following in such manner as to limit the Borrower's ’s control under the Mortgage this Security Agreement (or any Lessee’s control under any Lease) of the associated Airframe or any Engines Engine installed thereon, unless at least sixty (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 Administrative Security Agent by registered or certified mail to the Borrower (and any Lessee) with a copy addressed to the Contracting Office Representative for the Military Airlift Command of the United States Air Force under the contract with the Borrower (or any Lessee) relating to the Aircraft; or or (iib) with or without taking possession thereof, sell all or any part of the Aircraft at public or private sale, as the Administrative Security Agent may determine, or otherwise dispose of, hold, use, operate or lease to others, as the Administrative Security Agent, in its sole discretion, may determine, all free and clear of any rights of the Borrower, except as hereinafter set forth in this Section 12. In addition, the Borrower shall be liable, except as otherwise provided above and without duplication of amounts payable hereunder, for any and all reasonable and actual legal fees and other costs and expenses incurred by the Administrative Agent and the Lenders in connection with the enforcement of any of their respective rights and remedies hereunderArticle IX. At any sale of the Aircraft or any part thereof pursuant to this Section 12Article IX, the Administrative Security Agent on the Lenders' behalfand, subject to Section 9.01(e), any Lender, may bid for and purchase such property. The Administrative Security Agent on the Lenders' behalf, agrees to give the Borrower at least ten days' written commercially reasonable notice of the date fixed for any public sale of the Airframe or any Engine or of the date on or after which will occur the execution of any contract providing for any private sale (together with details thereof). Except as otherwise expressly provided above, no remedy referred to in this Section 12 Article IX is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to the Administrative Security Agent at law or in equity; and the exercise or beginning of exercise by the Administrative Security Agent of any one (1) or more of such remedies shall not preclude the simultaneous or later exercise by the Administrative Security Agent of any or all of such other remedies. No express or implied waiver by the Administrative Security Agent of any Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default.