Common use of Rights Against Mortgaged Property Clause in Contracts

Rights Against Mortgaged Property. (a) If an Event of Default shall have occurred and be continuing, then and in every such case, Collateral Agent, in addition to all other rights and remedies available hereunder, shall have, at law or in equity or by statute, each of the following rights and remedies, none of which is intended to be exclusive of any other right or remedy, and each of which may be exercised either singly or, to the extent permitted by applicable law, concurrently with any one or more of the other rights or remedies: (i) To the extent applicable, Collateral Agent shall have the rights and remedies of a secured party under the Cape Town Treaty and/or the Uniform Commercial Code as enacted in any jurisdiction in which any of the Mortgaged Property may be located, including, without limitation, all of the rights and remedies set forth in Articles 12, 13, 15 and 20 of the Cape Town Treaty, and Mortgagor hereby consents to the same. In any case, Collateral Agent may immediately, directly or by such agent as it may appoint, without demand of performance and (to the extent permitted by applicable law) without notice of its intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever to Mortgagor, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or otherwise realize upon, the whole or, from time to time, any part of the Mortgaged Property. If notice of any sale or other disposition is required by law to be given, Mxxxxxxxx hereby agrees that a notice sent at least ten (10) days before the time of any intended de-registration and export of the Mortgaged Property or intended public sale or after which any private sale or other disposition of the Mortgaged Property is to be made shall be reasonable notice of such sale or other disposition. Whenever Collateral Agent shall demand possession of any of the Mortgaged Property pursuant to this Article IV, Mortgagor, at its own cost and expense, shall deliver, or cause to be delivered, such Mortgaged Property without risk or expense to Collateral Agent, to such airport or airports in the United States of America, as shall be designated by Collateral Agent or such other place as may be mutually agreed upon by Mortgagor and Collateral Agent. In addition, Mortgagor shall provide, without expense to Collateral Agent, storage facilities for such Mortgaged Property. At the request of Collateral Agent, Mxxxxxxxx shall promptly execute and deliver to Collateral Agent such instruments or other documents as Collateral Agent may deem necessary or advisable to enable Collateral Agent or an agent or representative designated by Collateral Agent, at such time or times and place or places as Collateral Agent may specify, to obtain possession of all or any part of the Mortgaged Property; (ii) Collateral Agent, either after entry or without entry, may proceed by suit or suits, at law or in equity, to foreclose this Mortgage and to sell all or, from time to time, any part of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction; (iii) Collateral Agent may procure the de-registration of the Mortgaged Property whether by utilizing the IDERA or otherwise; (iv) Collateral Agent may procure the export and shipment transfer of the Mortgaged Property from the territory in which it is situated; (v) Collateral Agent may take legal proceedings for the appointment of a receiver or receivers (to which Collateral Agent shall be entitled as a matter of right) to take possession of the Mortgaged Property pending the sale thereof pursuant either to the power of sale given in this Paragraph 4.2 or to a judgment, order or decree made in any judicial proceeding or the foreclosure or involving the enforcement of this Mortgage; (vi) Collateral Agent, either directly or by such agent as it may appoint or by means of a receiver appointed by a court therefor, may peacefully and lawfully enter upon the premises of Mortgagor and any other premises where any of the Mortgaged Property may be located, take immediate possession of the Mortgaged Property and exclude Mortgagor and all other Persons therefrom, using all necessary proper and legal force so to do; (vii) Collateral Agent may appoint a trustee to take title to all or part of the Mortgaged Property on behalf of Collateral Agent and to exercise on behalf of Collateral Agent any or all of its remedies hereunder, and Mxxxxxxxx shall execute and deliver all such instruments and documents as Collateral Agent may reasonably request in connection therewith; and (viii) Upon every taking of possession pursuant to this Paragraph 4.2, Collateral Agent from time to time may make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgaged Property as Collateral Agent may deem proper. In each such case, Collateral Agent shall have the right to hold, use operate, store, lease, control or manage the Mortgaged Property, and to exercise all rights and powers of Mortgagor relating to the Mortgaged Property, as Collateral Agent shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of any of the Mortgaged Property as Collateral Agent may determine. (b) No delay or omission of Collateral Agent in the exercise of any right, power, remedy or privilege conferred hereunder shall impair any such right, power, remedy or privilege or be construed to be a waiver of any Default or Event of Default or acquiescence therein; and every right, power and privilege given by this Mortgage to Collateral Agent may be exercised from time to time and as often as may be deemed expedient by Collateral Agent. No remedy for the enforcement of the rights of Collateral Agent shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies from time to time may be exercised independently or in combination.

Rights Against Mortgaged Property. (a) If an Event of Default shall have occurred and be continuing, then and in every such case, Collateral AgentLender, in addition to all other rights and remedies available hereunder, shall have, at law or in equity or by statute, each of the following rights and remedies, none of which is intended to be exclusive of any other right or remedy, and each of which may be exercised either singly or, to the extent permitted by applicable law, concurrently with any one or more of the other rights or remedies: (i) To the extent applicable, Collateral Agent Lender shall have the rights and remedies of a secured party under the Cape Town Treaty and/or the Uniform Commercial Code as enacted in any jurisdiction in which any of the Mortgaged Property may be locatedlocated and, including, without limitation, all of the rights and remedies set forth in Articles 12, 13, 15 and 20 of the Cape Town Treaty, and Mortgagor hereby consents to the same. In any case, Collateral Agent Lender may immediately, directly or by such agent as it may appoint, without demand of performance and (to the extent permitted by applicable law) without notice of its intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever to Mortgagor, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or otherwise realize upon, the whole or, from time to time, any part of the Mortgaged Property. If notice of any sale or other disposition is required by law to be given, Mxxxxxxxx Mortgagor hereby agrees that a notice sent at least ten (10) days before the time of any intended de-registration and export of the Mortgaged Property or intended public sale or after which any private sale or other disposition of the Mortgaged Property is to be made shall be reasonable notice of such sale or other disposition. Whenever Collateral Agent Lender shall demand possession of any of the Mortgaged Property pursuant to this Article IV, Mortgagor, at its own cost and expense, shall deliver, or cause to be delivered, such Mortgaged Property without risk or expense to Collateral AgentLender, to such airport or airports in the United States of America, as shall be designated by Collateral Agent Lender or such other place as may be mutually agreed upon by Mortgagor and Collateral AgentLender. In addition, Mortgagor shall provide, without expense to Collateral AgentLender, storage facilities for such Mortgaged Property. At the request of Collateral AgentLender, Mxxxxxxxx Mortgagor shall promptly execute and deliver to Collateral Agent Lender such instruments or other documents as Collateral Agent Lender may deem necessary or advisable to enable Collateral Agent Lender or an agent or representative designated by Collateral AgentLender, at such time or times and place or places as Collateral Agent Lender may specify, to obtain possession of all or any part of the Mortgaged Property; (ii) Collateral AgentLender, either after entry or without entry, may proceed by suit or suits, at law or in equity, to foreclose this Mortgage and to sell all or, from time to time, any part of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction; (iii) Collateral Agent may procure the de-registration of the Mortgaged Property whether by utilizing the IDERA or otherwise; (iv) Collateral Agent may procure the export and shipment transfer of the Mortgaged Property from the territory in which it is situated; (v) Collateral Agent Lender may take legal proceedings for the appointment of a receiver or receivers (to which Collateral Agent Lender shall be entitled as a matter of right) to take possession of the Mortgaged Property pending the sale thereof pursuant either to the power of sale given in this Paragraph 4.2 or to a judgment, order or decree made in any judicial proceeding or the foreclosure or involving the enforcement of this Mortgage; (viiv) Collateral AgentLender, either directly or by such agent as it may appoint or by means of a receiver appointed by a court therefor, may peacefully and lawfully enter upon the premises of Mortgagor and any other premises where any of the Mortgaged Property may be located, take immediate possession of the Mortgaged Property and exclude Mortgagor and all other Persons therefrom, using all necessary proper and legal force so to do; (viiv) Collateral Agent Lender may appoint a trustee to take title to all or part of the Mortgaged Property on behalf of Collateral Agent Lender and to exercise on behalf of Collateral Agent Lender any or all of its remedies hereunder, and Mxxxxxxxx Mortgagor shall execute and deliver all such instruments and documents as Collateral Agent Lender may reasonably request in connection therewith; and (viiivi) Upon every taking of possession pursuant to this Paragraph 4.2, Collateral Agent Lender from time to time may make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgaged Property as Collateral Agent Lender may deem proper. In each such case, Collateral Agent Lender shall have the right to hold, use operate, store, lease, control or manage the Mortgaged Property, and to exercise all rights and powers of Mortgagor relating to the Mortgaged Property, as Collateral Agent Lender shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of any of the Mortgaged Property as Collateral Agent Lender may determine. (b) No delay or omission of Collateral Agent Lender in the exercise of any right, power, remedy or privilege conferred hereunder shall impair any such right, power, remedy or privilege or be construed to be a waiver of any Default or Event of Default or acquiescence therein; and every right, power and privilege given by this Mortgage to Collateral Agent Lender may be exercised from time to time and as often as may be deemed expedient by Collateral AgentLender. No remedy for the enforcement of the rights of Collateral Agent Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies from time to time may be exercised independently or in combination.

Rights Against Mortgaged Property. (a) If an Upon the occurrence of any Event of Default and at any time thereafter so long as any such Event of Default shall not have occurred been remedied, the Mortgagee may, and be continuing, then and in every such case, Collateral Agentif directed by the Required Lenders shall, in addition to all other the exercise of any of its rights and remedies available hereunderunder Section 6.01 of the Secured Credit Agreement, shall have, at law do one or in equity or by statute, each more of the following rights and remedieswith respect to all or any part of the Mortgaged Property as the Mortgagee, none in its sole discretion or, if directed by the Required Lenders, at the direction of which is intended to be exclusive of any other right or remedythe Required Lenders, and each of which may be exercised either singly orshall elect, to the extent permitted by applicable lawby, concurrently and subject to compliance with any one or more of the other rights or remediesmandatory requirements of, applicable law then in effect: (ia) Upon the written demand of the Mortgagee and at the Company's expense, the Company shall promptly deliver possession of any Airframe and Engine, Part and Record as the Mortgagee may so demand to the Mortgagee or its order in the manner and condition required by, and otherwise in accordance with all the provisions of, this Mortgage, or the Mortgagee at its option may enter upon the premises where all or any part of any Airframe, Engine, Part or Record is located and take immediate possession of and remove the same by summary proceedings or otherwise (and at the Mortgagee's option, store the same at the Company's premises until disposal thereof by the Mortgagee), all without liability accruing to the Mortgagee (other than that caused by the Mortgagee's willful misconduct or gross negligence) for or by reason of such entry or taking of possession or removing whether for the restoration of damage to property caused by such action or otherwise. The Company shall, at the request of the Mortgagee, promptly execute and deliver to the Mortgagee such instruments or other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property the possession of which the Mortgagee shall at the time be entitled to hereunder; provided that during any period any Aircraft is activated under CRAF in accordance with the provisions of Section 2.3(g) of the Mortgage and in the possession of the government of the United States of America or an instrumentality or agency thereof, the Mortgagee shall not, on account of any Event of Default, be entitled to exercise any of its rights under this Section 6.2 against the Mortgaged Property in such manner as to limit the Company'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 Air Mobility Command program of the United States Government) prior written notice of default hereunder shall have been given by the Mortgagee to the Company with a copy addressed to the Contracting Office Representative for the Air Mobility Command of the United States Air Force under the contract with the Company relating to such Aircraft. (b) To the extent applicable, Collateral Agent the Mortgagee shall have the rights and remedies of a secured party under the Cape Town Treaty and/or the Uniform Commercial Code as enacted in any jurisdiction in which any of the Mortgaged Property may be locatedlocated and, including, without limitation, all of the rights and remedies set forth in Articles 12, 13, 15 and 20 of the Cape Town Treaty, and Mortgagor hereby consents to the same. In any case, Collateral Agent may immediatelythe Mortgagee may, directly or by such agent as it may appoint, without demand of performance and (to the extent as permitted by applicable lawApplicable Laws) with or without notice of its intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever to Mortgagor, all of which are hereby expressly waived, and without advertisementpossession thereof, sell at public or private sale or otherwise realize uponupon the whole, the whole or, or from time to timetime any part, any part of the Mortgaged Property. If notice of any sale or other disposition is required by law to be given, Mxxxxxxxx the Company hereby agrees that a notice sent at least ten (10) days before the time of any intended de-registration and export public sale, or of the Mortgaged Property or intended public sale or time after which any private sale or other disposition of the Mortgaged Property is to be made made, shall be reasonable notice of such sale or other disposition. Whenever Collateral Agent shall demand possession of any of the Mortgaged Property pursuant to this Article IV, Mortgagor, at its own cost and expense, shall deliver, or cause to be delivered, such Mortgaged Property without risk or expense to Collateral Agent, to such airport or airports in the United States of America, as shall be designated by Collateral Agent or such other place as may be mutually agreed upon by Mortgagor and Collateral Agent. In addition, Mortgagor shall provide, without expense to Collateral Agent, storage facilities for such Mortgaged Property. At the request of Collateral Agent, Mxxxxxxxx shall promptly execute and deliver to Collateral Agent such instruments or other documents as Collateral Agent may deem necessary or advisable to enable Collateral Agent or an agent or representative designated by Collateral Agent, at such time or times and place or places as Collateral Agent may specify, to obtain possession of all or any part of the Mortgaged Property; (iic) Collateral AgentThe Mortgagee may, either after entry or without entry, may proceed by suit or suits, suits at law or in equity, equity to foreclose this Mortgage and to sell at public or private sale in connection therewith all or, from time to time, any part of the Mortgaged Property under the judgment or decree of a court of competent jurisdictionProperty; (iiid) Collateral Agent The Mortgagee may procure hold, use, operate, lease to others or keep idle any Aircraft, Airframe or Engines as the de-registration Mortgagee in its sole discretion may determine, all free and clear of any rights of the Mortgaged Property whether by utilizing Company, and without any duty to account to the IDERA Company with respect to such action or otherwiseinaction or for any proceeds with respect thereto; (ive) Collateral Agent The Mortgagee may procure the export and shipment transfer of the Mortgaged Property from the territory in which it is situated; (v) Collateral Agent may take commence legal proceedings for the appointment of a receiver or receivers (to which Collateral Agent the Mortgagee shall be entitled as a matter of right) to take possession of the Mortgaged Property pending the sale thereof pursuant either to the power of sale given in this Paragraph 4.2 Section 6.2 or to a judgment, order or decree made in any judicial proceeding or for the foreclosure or involving the enforcement of this Mortgage; (vi) Collateral Agent, either directly or by such agent as it may appoint or by means of a receiver appointed by a court therefor, may peacefully and lawfully enter upon the premises of Mortgagor and any other premises where any of the Mortgaged Property may be located, take immediate possession of the Mortgaged Property and exclude Mortgagor and all other Persons therefrom, using all necessary proper and legal force so to do; (vii) Collateral Agent may appoint a trustee to take title to all or part of the Mortgaged Property on behalf of Collateral Agent and to exercise on behalf of Collateral Agent any or all of its remedies hereunder, and Mxxxxxxxx shall execute and deliver all such instruments and documents as Collateral Agent may reasonably request in connection therewith; and (viiif) Upon every taking of possession pursuant to this Paragraph 4.2Section 6.2, Collateral Agent the Mortgagee may, from time to time may time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgaged Property as Collateral Agent the Mortgagee may deem proper. In each such case, Collateral Agent the Mortgagee shall have the right to hold, use use, operate, store, lease, control or manage the Mortgaged Property, and to exercise all rights and powers of Mortgagor the Company relating to the Mortgaged Property, Property as Collateral Agent the Mortgagee shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation, storage, leasing, control or management of any of the Mortgaged Property as Collateral Agent may determine.Property. The Company shall promptly, upon demand therefor, reimburse the Mortgagee for the amount of any expenditures, plus interest at the Post-Default Rate, made pursuant to this Section 6.2(f); and (bg) No delay The Mortgagee shall have, and may exercise, in addition to the aforesaid rights and remedies, all other rights and remedies available hereunder, at law or omission in equity, or by statute, each of Collateral Agent which may be exercised singly or concurrently with any one or more other rights or remedies. The Company shall be liable for all reasonable legal fees and other costs and expenses incurred by the Mortgagee in connection with any default or the exercise of remedies hereunder, including the return of any rightAirframe, powerEngine, remedy Part and Record or privilege conferred hereunder in placing such Airframe, Engine, Part or Record in the condition and airworthiness required by the terms of this Mortgage and the storage of any Airframe or Engine, Part or Record in the event the Company shall impair for any such rightreason fail to store the same as above provided. No waiver by the Mortgagee of any Event of Default shall in any way be, power, remedy or privilege or be construed to be be, a waiver of any Default future or subsequent Event of Default Default. To the extent permitted by Applicable Law, the Company hereby waives any rights now or acquiescence therein; and every righthereafter conferred by statute or otherwise which may require the Mortgagee to sell, power and privilege given by this Mortgage to Collateral Agent may be exercised from time to time and as often as may be deemed expedient by Collateral Agent. No remedy for the enforcement lease or otherwise use any Aircraft, Airframe or Engine or any part thereof in mitigation of the damages of the Mortgagee as set forth in this Section 6.2 or which may otherwise limit or modify any of the Mortgagee's rights of Collateral Agent shall be exclusive of or dependent on any other such remedy, but any one or more of such and remedies from time to time may be exercised independently or in combinationthis Section 6.2.