GOVERNMENTAL OR REGULATORY AUTHORITY HAVING
JURISDICTION OVER ANY SUCH PLEDGED ROUTE OR THE USE THEREOF) AS SHALL BE
REQUESTED BY THE COLLATERAL AGENT IN ORDER TO EFFECTUATE THE TRANSFER OF SUCH
COLLATERAL, TOGETHER WITH COPIES OF THE CERTIFICATES OR ORDERS ISSUED BY THE DOT
AND THE FOREIGN AVIATION AUTHORITIES REPRESENTING SAME AND ANY OTHER RIGHTS OF
THE PLEDGOR WITH RESPECT THERETO, TO ANY DESIGNEE OR DESIGNEES SELECTED BY THE
COLLATERAL AGENT AND APPROVED BY THE DOT, IT BEING UNDERSTOOD THAT, AS OF THE
DATE HEREOF, THE DOT MAY APPROVE TRANSFERS OF THE PLEDGED ROUTES ONLY TO DULY
CERTIFICATED U.S. CITIZEN "AIR CARRIERS"; IT BEING FURTHER UNDERSTOOD THAT THE
PLEDGOR'S OBLIGATION TO DELIVER SUCH COLLATERAL AND SUCH DOCUMENTS AND
INSTRUMENTS WITH RESPECT THERETO IS OF THE ESSENCE OF THIS AGREEMENT AND THAT,
ACCORDINGLY, UPON APPLICATION TO A COURT OF EQUITY HAVING JURISDICTION, THE
COLLATERAL AGENT SHALL BE ENTITLED TO A DECREE REQUIRING SPECIFIC PERFORMANCE BY
THE PLEDGOR OF SAID OBLIGATIONS; AND
(II)
SELL OR OTHERWISE LIQUIDATE, OR DIRECT THE PLEDGOR TO SELL OR
OTHERWISE LIQUIDATE, ANY OR ALL OF THE COLLATERAL OR ANY PART THEREOF, SUBJECT
TO THE REQUIREMENTS IMPOSED BY THE FEDERAL AVIATION ACT AND THE DOT (AND, IN THE
CASE OF THE GATE LEASEHOLDS, THE REQUIREMENTS IMPOSED BY THE APPLICABLE
GOVERNMENT AUTHORITIES AND/OR AIRPORT AUTHORITIES) AND TAKE POSSESSION OF THE
PROCEEDS OF ANY SUCH SALE OR LIQUIDATION.
C.
Remedies; Disposition of the Collateral.
(I)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
THE COLLATERAL AGENT MAY FROM TIME TO TIME EXERCISE IN RESPECT OF THE
COLLATERAL, IN ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR
OTHERWISE AVAILABLE TO IT, AND TO THE EXTENT NOT IN VIOLATION OF APPLICABLE LAW,
INCLUDING THE FEDERAL AVIATION ACT, AND SUBJECT TO THE APPROVAL OF THE DOT OR
ITS SUCCESSOR OR NOMINEE, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY ON
DEFAULT UNDER THE UNIFORM COMMERCIAL CODE IN EFFECT IN ALL RELEVANT
JURISDICTIONS AT THE TIME OF SUCH EVENT OF DEFAULT, AND THE COLLATERAL AGENT MAY
ALSO IN ITS SOLE DISCRETION, WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL THE
COLLATERAL OR ANY
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PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY EXCHANGE,
BROKER'S BOARD OR AT ANY OF THE COLLATERAL AGENT'S OFFICES OR ELSEWHERE, FOR
CASH, ON CREDIT OR FOR FIXTURE DELIVERY, AND AT SUCH PRICE OR PRICES AND UPON
SUCH OTHER TERMS AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE.
TO
THE EXTENT NOT INCONSISTENT WITH THE FEDERAL AVIATION ACT AND THE DOT
REQUIREMENTS AND ANY ADDITIONAL REQUIREMENTS OF THE APPLICABLE GOVERNMENTAL
AUTHORITIES AND/OR AIRPORT AUTHORITIES, THE COLLATERAL AGENT OR ANY OTHER
SECURED CREDITOR MAY BE THE PURCHASERS OF ANY OR ALL OF THE COLLATERAL AT ANY
SUCH SALE AND SHALL BE ENTITLED, FOR THE PURPOSE OF BIDDING AND MAKING
SETTLEMENT OR PAYMENT OF THE PURCHASE PRICE FOR ALL OR ANY PORTION OF THE
COLLATERAL SOLD AT SUCH SALE, TO USE AND APPLY ANY OF THE OBLIGATIONS OWED TO
SUCH