Common use of Sale and Suits for Enforcement Clause in Contracts

Sale and Suits for Enforcement. If an Event of Default shall have occurred and be continuing, the Mortgagee, with or without taking possession of the Aircraft, may (a) to the extent and in the manner permitted by law, sell at one or more sales, as an entirety or in separate lots or parcels, all or any part of the Aircraft, as the Mortgagee may decide, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Aircraft shall be at the place of sale; and (b) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (i) At any sale of an Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (ii) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, except as may be required by applicable law, such sale be made at the time and place to which the same shall have been so adjourned. (iii) Upon the completion of any sale under paragraph (a) above, full title and right of possession to the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying the Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Aircraft so sold. If the Grantor shall for any reason fail to deliver such Aircraft, the Mortgagee shall have all of the rights granted by Section 4.3 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor in its name and stead, to make all necessary conveyances of the Aircraft so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request.

Sale and Suits for Enforcement. If (a) Upon an Event of Default shall have occurred and be continuingDefault, the Mortgagee, with or without taking possession of the Aircraftan Airframe, Engine, APU, Part or Spare Part, may: (ai) to the extent and in the manner permitted by law, sell at one or more public or private sales, as an entirety or in separate lots or parcels, all the whole or any part of the Aircraftsuch Airframe, as the Mortgagee may decideEngine, at public APU, Part or private saleSpare Part, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Aircraft such Airframe, Engine, APU, Part or Spare Part shall be at the place of sale; and (bii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (ib) At any public sale of an Aircraft such Airframe, Engine, APU, Part or Spare Part or any part Part thereof by the Mortgagee pursuant to paragraph (aSection 4.04(a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (iic) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (aSection 4.04(a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; thereof and without further notice or publication, except as may be required by applicable law, such sale to be made at the time and place to which the same shall have been so adjourned. (iiid) Upon the completion of any sale under paragraph (aSection 4.04(a)(i) above, full title and right of possession to the Aircraft Airframe, Engine, APU, Part or Spare Part so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor Borrower shall deliver, in accordance with the instructions of the Mortgagee (including flying the Aircraft or causing the same Engine, APU, Part or Spare Part to be flown to such airports in the continental United States as the Mortgagee may specify), such Aircraft Airframe, Engine, APU, Part or Spare Part so sold. If the Grantor Borrower shall for any reason fail to deliver such AircraftAirframe, the Engine, APU, Part or Spare Part, Mortgagee shall have all of the rights granted by Section 4.3 4.02 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor Borrower, in its name and stead, to make all necessary conveyances of the Aircraft an Airframe, Engine, APU, or Part or Spare Part if so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor Borrower shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. (e) Borrower hereby covenants and agrees that a notice, which shall be sent in accordance with the provisions of the Loan Agreement or this Mortgage, at least 10 days before the date of any of the foregoing acts described in this Section 4.04, shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time and place of any public sale hereunder and reasonable notification of the time after which any private sale or other intended disposition to be made hereunder is to be made.

Sale and Suits for Enforcement. If (a) Upon an Event of Default shall have occurred and be continuingDefault, the Mortgagee, with or without taking possession of the Aircraftan Airframe, Engine or Spare Part, may: (ai) to the extent and in the manner permitted by law, sell at one or more sales, as an entirety or in separate lots or parcels, all the whole or any part of the Aircraftsuch Airframe, as the Mortgagee may decideEngine or Spare Part, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Aircraft such Airframe, Engine or Spare Part shall be at the place of sale; and (bii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (ib) At any public sale of an Aircraft such Airframe, Engine or Spare Part or any part thereof by the Mortgagee pursuant to paragraph (aa)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (iic) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a) (i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, except as may be required by applicable law, such sale to be made at the time and place to which the same shall have been so adjourned. (iiid) Upon the completion of any sale under paragraph (aa)(i) above, full title and right of possession to the Aircraft Airframe, Engine or Spare Part so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor Borrower shall deliver, in accordance with the instructions of the Mortgagee (including flying the Aircraft or causing the same Engine or Spare Part to be flown to such airports in the continental United States as the Mortgagee may specify), such Aircraft Airframe, Engine or Spare Part so sold. If the Grantor Borrower shall for any reason fail to deliver such AircraftAirframe, Engine or Spare Part the Mortgagee shall have all of the rights granted by Section 4.3 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor in its name and stead, to make all necessary conveyances of the Aircraft so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request.4.02

Sale and Suits for Enforcement. If (a) Upon an Event of Default shall have occurred and be continuingDefault, the Mortgagee, with or without taking possession of the Aircraftan Airframe, Engine, APU, Part or Spare Part, may: (ai) to the extent and in the manner permitted by law, sell at one or more public or private sales, as an entirety or in separate lots or parcels, all the whole or any part of the Aircraftsuch Airframe, as the Mortgagee may decideEngine, at public APU, Part or private saleSpare Part, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Aircraft such Airframe, Engine, APU, Part or Spare Part shall be at the place of sale; and (bii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (ib) At any public sale of an Aircraft such Airframe, Engine, APU, Part or Spare Part or any part Part thereof by the Mortgagee pursuant to paragraph (aSection 4.04(a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (iic) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (aSection 4.04(a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; thereof and without further notice or publication, except as may be required by applicable law, such sale to be made at the time and place to which the same shall have been so adjourned. (iiid) Upon the completion of any sale under paragraph (aSection 4.04(a)(i) above, full title and right of possession to the Aircraft Airframe, Engine, APU, Part or Spare Part so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor Owner Trustee shall deliver, in accordance with the instructions of the Mortgagee (including flying the Aircraft or causing the same Engine, APU, Part or Spare Part to be flown to such airports in the continental United States as the Mortgagee may specify), such Aircraft Airframe, Engine, APU, Part or Spare Part so sold. If the Grantor Owner Trustee shall for any reason fail to deliver such AircraftAirframe, the Engine, APU, Part or Spare Part, Mortgagee shall have all of the rights granted by Section 4.3 4.02 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor Owner Trustee, in its name and stead, to make all necessary conveyances of the Aircraft an Airframe, Engine, APU, Part or Spare Part if so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor Owner Trustee shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. (e) Owner Trustee hereby covenants and agrees that a notice, which shall be sent in accordance with the provisions of the Loan Agreement or this Mortgage, at least 10 days before the date of any of the foregoing acts described in this Section 4.04, shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time and place of any public sale hereunder and reasonable notification of the time after which any private sale or other intended disposition to be made hereunder is to be made.

Sale and Suits for Enforcement. If an Event of Default shall have occurred and be continuing, the Mortgagee(a) The Collateral Agent, with or without taking possession of the AircraftCollateral may, maywithout notice, (ai) to the extent and in the manner permitted by law, sell at one or more sales, as an entirety or in separate lots or parcels, all or any part of the Aircraft, as the Mortgagee may decideCollateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee Collateral Agent to the property so sold), as the Mortgagee Collateral Agent may determine, whether or not the Aircraft such Collateral shall be at the place of sale; and (bii) proceed to protect and enforce its rights and the rights of the Secured Creditors under this Mortgage Agreement by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage Agreement and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (ib) At any public sale of an Aircraft the Collateral or any part thereof by the Mortgagee Collateral Agent pursuant to paragraph (aa)(i) above, the Mortgagee Collateral Agent may consider and accept bids requiring the extension of credit to the bidder and may determine in its sole discretion the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (iic) Subject to the requirements of any law or order of court applicable thereto, notice of any sale under paragraph (a)(i) above shall contain a brief description of the property to be sold, shall state, in the case of a public sale, the time when and the place where the same is to be made and shall briefly describe any terms or conditions of sale, or shall state, if the sale is not to be public, the price to be received for the property to be sold and if such price is not to be paid entirely in cash shall briefly describe the terms and conditions of sale. Any such notice of public sale shall be sufficiently given if published once in each of any two successive weeks in a daily newspaper published in the Borough of Manhattan in The City of New York. (d) The MortgageeCollateral Agent, to the extent permitted by law, may from time to time adjourn any sale under paragraph (aa)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, except as may be required by applicable law, such sale may be made at the time and place to which the same shall have been so adjourned. (iiie) Upon the completion of any sale under paragraph (aa)(i) above, full title and right of possession to the Aircraft Collateral so sold shall (subject to any retention of title by the Mortgagee Collateral Agent as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor Debtor shall deliver, in accordance with the instructions of the Mortgagee Collateral Agent (including flying the Aircraft any Collateral or causing the same to be flown to such airports in the continental United States as the Mortgagee Collateral Agent may specify), such Aircraft Collateral so sold. If the Grantor Debtor shall for any reason fail to deliver such AircraftCollateral, the Mortgagee Collateral Agent shall have all of the rights granted by Section 4.3 4.03 hereof. The Mortgagee Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Grantor Debtor, in its name and stead, to make all necessary conveyances of the Aircraft Collateral so sold. Nevertheless, if so requested by the Mortgagee Collateral Agent or by any purchaser, the Grantor Debtor shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request.

Sale and Suits for Enforcement. (i) If an Event of Default shall have occurred and be continuing, the Mortgagee, with or without taking possession of the Aircraft, may (aA) to the extent and in the manner permitted by law, sell at one or more sales, as an entirety or in separate lots or parcels, all or any part of the Aircraft, subject to any existing Lease or not, as the Mortgagee may decide, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Aircraft shall be at the place of sale; and (bB) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (iii) At any sale of an the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (ai) (A) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (iiiii) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (ai)(A) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, except as may be required by applicable law, such sale be made at the time and place to which the same shall have been so adjourned. (iiiiv) Upon the completion of any sale under paragraph (ai)(A) above, full title and right of possession to the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying the Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Aircraft so sold. If the Grantor shall for any reason fail to deliver such Aircraft, the Mortgagee shall have all of the rights granted by Section 4.3 4.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor Grantor, in its name and stead, to make all necessary conveyances of the Aircraft so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request.

Sale and Suits for Enforcement. If (a) Upon an Event of Default shall have occurred and be continuingDefault, the Mortgagee, with or without taking possession of the an Aircraft, Airframe, Engine or Spare Part, may: (ai) to the extent and in the manner permitted by law, sell at one or more sales, as an entirety or in separate lots or parcels, all the whole or any part of the such Aircraft, as the Mortgagee may decideAirframe, Engine or Spare Part, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Aircraft such Aircraft, Airframe, Engine or Spare Part shall be at the place of sale; and (bii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Collateral under the judgment or decree of a court of competent jurisdiction or for the enforcement of any other right. (ib) At any public sale of an Aircraft such Aircraft, Airframe, Engine or Spare Part or any part thereof by the Mortgagee pursuant to paragraph (aa)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. The Mortgagee shall be entitled to bid in unpaid Obligations in the same manner as cash in any sale of the Collateral, public or private, at foreclosure or otherwise. (iic) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a) (i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, except as may be required by applicable law, such sale to be made at the time and place to which the same shall have been so adjourned. (iiid) Upon the completion of any sale under paragraph (aa)(i) above, full title and right of possession to the Aircraft Aircraft, Airframe, Engine or Spare Part so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor Borrower shall deliver, in accordance with the instructions of the Mortgagee (including flying the Aircraft or causing the same Aircraft, Engine or Spare Part to be flown to such airports in the continental United States as the Mortgagee may specify), such Aircraft Aircraft, Airframe, Engine or Spare Part so sold. If the Grantor Borrower shall for any reason fail to deliver such Aircraft, Airframe, Engine or Spare Part the Mortgagee shall have all of the rights granted by Section 4.3 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor in its name and stead, to make all necessary conveyances of the Aircraft so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confirm any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request.4.02