Common use of Remedies: Obtaining the Collateral Upon Event of Default Clause in Contracts

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor in and to the Collateral (other than the Account Collateral) vested, in which event such right, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral 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 such Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral); it being understood that each Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this SGR Security Agreement; (ii) Sell or otherwise liquidate, or direct any Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent Trustee may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgor in and to the Collateral vested, subject to any binding and enforceable mandatory requirements imposed by applicable law and the DOT (other than and, in the Account Collateral) vestedcase of Japan Gate Leaseholds, the requirements imposed by the applicable Governmental Authorities and/or Airport Authorities), in which event such rightrights, title and interest shall immediately vest in the Collateral AgentTrustee, in which case such Grantor the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Japan Route Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral Japan Route or the use thereof) as shall be requested by the Collateral Agent Trustee in order to effectuate the transfer of such Collateral, together with copies of the certificates or orders issued by the DOT and the Japan Route Foreign Aviation Authorities representing same and any other rights of such Grantor the Pledgor with respect thereto, to any designee or designees selected by the Collateral Agent Trustee and approved by all necessary Governmental Authoritiesthe DOT and, to the extent necessary, by any Japan Route Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)Authorities; it being understood that each Grantorthe Pledgor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by the Pledgor of said obligations; and (ii) Sell or otherwise liquidate, or direct any Grantor the Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice , in each case subject to any Grantor except as required binding and enforceable mandatory requirements imposed by applicable law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held Airport Authorities with respect to the Account CollateralJapan Gate Leaseholds.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any the Grantor in and to the Collateral (other than the Account Collateral) vested, in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case such the Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral 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 such the Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such the Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such the Grantor upon the transfer or other disposition of such Collateral); it being understood that each the Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this SGR Security Agreement; (ii) Sell or otherwise liquidate, or direct any the Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds of any such sale or liquidation; and (iii) Without notice to any the Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent (acting at the direction and with the consent of the Required Lenders) may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgor in and to the Collateral vested, subject to the requirements imposed by the Federal Aviation Act and the DOT (other than and, in the Account Collateral) vestedcase of Gate Leaseholds, the requirements imposed by the applicable Governmental Authorities and/or airport authorities), in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities any other governmental or regulatory authority having jurisdiction over any such Collateral 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 such Grantor the Pledgor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authoritiesthe DOT, Foreign Aviation Authorities and Airport Authorities (provided that if any it being understood that, as of the foregoing is not permitted under applicable law or by date hereof, the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit may approve transfers of the Secured Parties shall nevertheless continue Pledged Routes only to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)duly certificated U.S. citizen “air carriers”; it being further understood that each Grantorthe Pledgor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;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 any Grantor the Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof 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 proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor in and to the Collateral (other than the Account Collateral) vested, in which event such right, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral 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 such Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral); it being understood that each Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this SGR Security Agreement;; and (ii) Sell or otherwise liquidate, or direct any Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent (acting at the direction and with the consent of the Required Lenders) may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgor in and to each Pledged Route vested, subject to the Collateral (other than requirements imposed by the Account Collateral) vestedFederal Aviation Act and the DOT, in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities any other governmental or regulatory authority having jurisdiction over any such Collateral Pledged Route or the use thereof) as shall be requested by the Collateral Agent in order to effectuate the transfer of such CollateralPledged Routes, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities representing same and any other rights of such Grantor the Pledgor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authoritiesthe DOT, Foreign Aviation Authorities and Airport Authorities (provided that if any it being understood that, as of the foregoing is not permitted under applicable law or by date hereof, the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue may approve transfers only to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)duly certificated U.S. citizen “air carriers”; it being further understood that each Grantorthe Pledgor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;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 any Grantor the Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to the requirements imposed by the Federal Aviation Act and the DOT and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any the Grantor in and to the Collateral (other than vested, subject to any binding and enforceable mandatory requirements imposed by applicable law or by the Account Collateral) vestedDOT, the FAA or applicable Governmental Authority and/or Airport Authority, in which event such rightrights, title and interest shall immediately vest in the Collateral Administrative Agent, in which case such the Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral or the use thereof) as shall be requested by the Collateral Administrative 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 such the Grantor with respect thereto, to any designee or designees selected by the Collateral Administrative Agent and approved by all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT DOT, the FAA or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Administrative Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such the Grantor’s right, title and interest in and to all of the Proceeds proceeds (of any kind) received or to be received by such the Grantor upon the transfer or other disposition of such Collateral); it being understood that each the Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this SGR Security Agreement;Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by the Grantor of said obligations; and (ii) Sell or otherwise liquidate, or direct any the Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice , in each case subject to any Grantor except as required binding and enforceable mandatory requirements imposed by applicable law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held Airport Authorities with respect to the Account CollateralPledged Gate Leaseholds.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent (acting at the direction and with the consent of the Required Lenders) may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgor in and to each Pledged Route vested, subject to the Collateral (other than requirements imposed by the Account Collateral) vestedFederal Aviation Act and the DOT, in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities any other governmental or regulatory authority having jurisdiction over any such Collateral Pledged Route or the use thereof) as shall be requested by the Collateral Agent in order to effectuate the transfer of such CollateralPledged Routes, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities representing same and any other rights of such Grantor the Pledgor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authoritiesthe DOT, Foreign Aviation Authorities and Airport Authorities (provided that if any it being understood that, as of the foregoing is not permitted under applicable law or by date hereof, the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue may approve transfers only to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)duly certificated U.S. citizen "air carriers"; it being further understood that each Grantor’s the Pledgor's obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;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 any Grantor the Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to the requirements imposed by the Federal Aviation Act and the DOT and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent may, subject to any the Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor in and to the Collateral (other than the Account Collateral) vested, in which event such right, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral 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 such Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral); it being understood that each Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this SGR Security Agreement; (ii) Sell or otherwise liquidate, or direct any Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor in and to the Collateral (other than the Account Collateral) vested, in which event such right, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral 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 such Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral); it being understood that each Grantor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, is of the essence of this SGR Security Agreement; (ii) Sell or otherwise liquidate, or direct any Grantor to sell or otherwise liquidate, any or all of the Collateral or any part thereof and take possession of the Proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice notice of Exclusive Control (as defined in exclusive control pursuant to the applicable Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent (acting at the direction and with the consent of the Required Banks) may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgor in and to each Pledged Route vested, subject to the Collateral (other than requirements imposed by the Account Collateral) vestedFederal Aviation Act and the DOT, in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities any other governmental or regulatory authority having jurisdiction over any such Collateral Pledged Route or the use thereof) as shall be requested by the Collateral Agent in order to effectuate the transfer of such CollateralPledged Routes, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities representing same and any other rights of such Grantor the Pledgor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authoritiesthe DOT, Foreign Aviation Authorities and Airport Authorities (provided that if any it being understood that, as of the foregoing is not permitted under applicable law or by date hereof, the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue may approve transfers only to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)duly certificated U.S. citizen "air carriers"; it being further understood that each Grantor’s the Pledgor's obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;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 any Grantor the Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to the requirements imposed by the Federal Aviation Act and the DOT and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent (acting at the direction and with the consent of the Required Banks) may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgor in and to each Pledged Slot vested, subject to the Collateral (other than requirements imposed by the Account Collateral) vestedFederal Aviation Act and the FAA, in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case such Grantor the Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities FAA or Airport Authorities any other governmental or regulatory authority having jurisdiction over any such Collateral Pledged Slot or the use thereof) as shall be requested by the Collateral Agent in order to effectuate the transfer of such CollateralPledged Slots, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities FAA representing same and any other rights of such Grantor the Pledgor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authoritiesthe FAA, Foreign Aviation Authorities and Airport Authorities (provided that if any it being understood that, as of the foregoing is not permitted under applicable law or date hereof, transfers of Pledged Slots within the United States must accommodate FAA requirement that said slots be used only by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)air carriers; it being further understood that each Grantor’s the Pledgor's obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;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 any Grantor the Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to the requirements imposed by the Federal Aviation Act and the FAA and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any the Grantor in and to each Slot vested, subject to the Collateral (requirements imposed by Title 49, Title 14, the FAA and other than the Account Collateral) vestedprovisions of applicable law, in which event such rightrights, title and interest shall immediately vest in the Collateral Agent, in which case the Collateral Agent may or may cause the Grantor to effectuate the transfer of any or all of the Slots and the Grantor agrees to execute and deliver such transfer documents, deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, FAA or any other Governmental Authority having jurisdiction over any such Slot or the use thereof) and take such other actions and use its best efforts as shall be required or requested by the Collateral Agent in order to legally effectuate the transfer of such Slots, together with copies of the certificates, confirmations, notices or orders issued by the FAA representing same and any other rights of the Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and confirmed by the FAA; it being understood that, as of the date hereof, transfers of Slots must accommodate the FAA requirement that such Slots be used only by air carriers generally; it being further understood that the Grantor'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 Grantor of said obligations; (ii) In the Collateral Agent's sole discretion, but subject to the provisions of applicable law, such Collateral Agent may use the blank, undated, signed Slot transfer documents held in escrow (in the form of Exhibit I hereto) as a means to effectuate a transfer as contemplated herein; (iii) Declare, to the extent permitted by foreign law, IATA guidelines or regulations, the entire right, title and interest of the Grantor in and to each Narita Slot vested, subject to the requirements imposed by foreign law and Foreign Aviation Authorities, in which event such rights, title and interest shall immediately vest in the Collateral Agent, in which case American Airlines SGR Security Agreement the Collateral Agent may or may cause the Grantor to effectuate the transfer of any or all of the Narita Slots as may be required under foreign law, IATA guidelines or regulations and the Grantor agrees to execute and deliver such transfer documents, deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the Foreign Aviation Authorities or any other Governmental Authority having jurisdiction over any such Narita Slot or the use thereof) and take such other actions and use its best efforts (including seeking the assistance of the U.S. Government) as shall be required or requested by the Collateral Agent in order to legally effectuate the transfer of such Narita Slots; it being understood that, with respect to each Narita Slot, if any of the foregoing is not permitted under applicable law, foreign law, IATA guidelines or regulations, the Collateral Agent for the ratable benefit of the Secured Parties shall nevertheless continue to have all of the Grantor's right, title and interest in and to all of the proceeds (of any kind) received or to be received by the Grantor upon the transfer or other disposition of the Collateral; it being further understood that where it is permitted under applicable law, IATA guidelines or regulations, the Grantor'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, to the extent permitted by applicable law, the Collateral Agent shall be entitled to a decree requiring specific performance by the Grantor of said obligations; (iv) Declare the entire right, title and interest of the Grantor in and to each Narita Route and the Supporting Route Facilities, vested, subject to the requirements imposed by Title 49, the DOT, and Foreign Aviation Authorities and other provisions of applicable law, in which event such rights, title and interest shall immediately vest in the Collateral Agent, and, whether or not such vesting is legally effective, the Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, Governmental Authorities or Airport Authorities any Governmental Authority having jurisdiction over any such Collateral Narita Route or Supporting Route Facilities, or the use thereof) and take such other actions and use its best efforts (including seeking the assistance of the U.S. Government) as shall be required or requested by the Collateral Agent in order to legally effectuate the transfer of such CollateralNarita Routes and Supporting Route Facilities, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities representing the same and any other rights of such the Grantor with respect thereto, and to use its best efforts to transfer, assign or convey all of the Narita Routes and the Supporting Route Facilities associated with, or related to, the Grantor's operation of the applicable Narita Route, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental the DOT and to the extent necessary, by any Foreign Aviation Authorities, Foreign Aviation Authorities it being understood that, with respect to each Narita Route and Airport Authorities (provided that the Supporting Route Facilities, if any of the foregoing is not permitted under applicable law law, foreign law, IATA guidelines or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authorityregulations, the Collateral Agent for the ratable benefit of the Secured Parties shall nevertheless continue to have all of such the Grantor’s 's right, title and interest in and to all of the Proceeds proceeds (of any kind) received or to be received by such the Grantor upon the transfer or other disposition of the Collateral; it being further understood that (x) as of the date hereof, the transfer of any Narita Route (but not a pledge or the grant of a security interest therein) is subject to approval by the DOT pursuant to Section 41105 of Title 49 and the President pursuant to Section 41307 of Title 49, and that pursuant to such Collateral)provisions the Narita Routes may be transferred only to one or more Certificated Air Carriers and (y) where it is permitted under applicable law, IATA guidelines or regulations, the Grantor's obligation to deliver such Collateral and such documents and American Airlines SGR Security Agreement instruments with respect thereto, including to use its best efforts to transfer, assign or convey all of its right, title and interest in and to the Narita Routes and the Supporting Route Facilities is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, to the extent permitted by applicable law, the Collateral Agent shall be entitled to a decree requiring specific performance by the Grantor of said obligations; (v) Declare the entire right, title and interest of the Grantor in and to each Gate Leasehold vested, in which event such rights, title and interest shall immediately vest in the Collateral Agent, and, whether or not such vesting is legally effective, the Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments and take such other actions as shall be required or requested by the Collateral Agent in order to legally effectuate the transfer of such Gate Leasehold, to any designee or designees selected by the Collateral Agent and to use its best efforts to effect such transfer; it being understood that each if any of the foregoing is not permitted under applicable law, the Collateral Agent for the ratable benefit of the Secured Parties shall nevertheless continue to have all of the Grantor’s 's right, title and interest in and to all of the proceeds (of any kind) received or to be received by the Grantor upon the transfer or other disposition of the Collateral; it being further understood that any such Gate Leasehold transfer may be subject to the approval or consent of the relevant airport authority, airport operator, or Governmental Authority; and it being further understood that where it is permitted under applicable law, IATA guidelines or regulations, the Grantor's obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security AgreementAgreement and that, accordingly, upon application to a court of equity having jurisdiction, to the extent permitted by applicable law, the Collateral Agent shall be entitled to a decree requiring specific performance by the Grantor of said obligations; (iivi) Sell Sell, transfer, lease or otherwise liquidate, or direct any the Grantor to sell sell, transfer, lease or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to the requirements imposed by Title 14, Title 49, the FAA, the DOT and Foreign Aviation Authorities and other provisions of applicable law and take possession of the Proceeds of any such sale transfer, lease or liquidation; and (iiivii) Without notice Direct the Grantor to any Grantor except deposit, in the Cash Collateral Account or such other account as required identified by law and at any time or the Collateral Agent from time to time, deliver a Notice any Proceeds of Exclusive Control (as defined in the Account Control Agreement)Collateral, and charge, set off and otherwise apply all or any part the Grantor hereby agrees to do so immediately upon receipt by the Grantor of such direction by the Obligations against any funds held with respect to the Account CollateralCollateral Agent.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent Trustee may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgors in and to the Collateral vested, subject to any binding and enforceable requirements imposed by Title 14, Title 49, other applicable law and the DOT (other than and, in the Account Collateral) vestedcase of Pacific Route Gate Leaseholds, the requirements imposed by the applicable Governmental Authorities and/or Airport Authorities), in which event such rightrights, title and interest shall immediately vest in the Collateral AgentTrustee, in which case such Grantor each Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Pacific Route Foreign Aviation Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Collateral Pacific Route or the use thereof) as shall be requested by the Collateral Agent Trustee in order to effectuate the transfer of such Collateral, together with copies of the certificates or orders issued by the DOT and the Pacific Route Foreign Aviation Authorities representing same and any other rights of such Grantor the Pledgors with respect thereto, to any designee or designees selected by the Collateral Agent Trustee and approved by all necessary Governmental Authoritiesthe DOT and, to the extent necessary, by any Pacific Route Foreign Aviation Authorities and Airport Authorities (provided that if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and interest in and to all of the Proceeds (of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral)Authorities; it being understood that each Grantor’s Pledgor's obligation to deliver such Collateral and such documents and instruments with respect thereto, subject to the aforesaid limitations, thereto is of the essence of this SGR Security Agreement;Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by each Pledgor of said obligations; and (ii) Sell or otherwise liquidate, or direct any Grantor Pledgor to sell or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to any binding and enforceable requirements imposed by applicable law and Airport Authorities with respect to Pacific Route Gate Leaseholds, and take possession of the Proceeds proceeds of any such sale or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.

Remedies: Obtaining the Collateral Upon Event of Default. In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49) and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if If any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Administrative Agent may, subject to any Intercreditor Agreement and any Other Intercreditor Agreement, at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and interest of any Grantor the Pledgors in and to each Primary Slot vested, subject to the Collateral (requirements imposed by Title 49, Title 14, other than applicable law and regulations and the Account Collateral) vestedFAA and any other applicable Governmental Authority or Airport Authority, in which event such rightrights, title and interest shall immediately vest in the Collateral Administrative Agent, in which case the Administrative Agent may or may cause the Pledgors to effectuate the transfer of any or all of the Primary Slots and the Pledgors agree to execute and deliver such Grantor transfer documents, deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, FAA, any other Governmental Authority or Airport Authority having jurisdiction over any such Slot or the use thereof) as shall be required or requested by the Administrative Agent in order to effectuate the transfer of such Primary Slots, together with copies of any certificates, confirmations, notices or orders issued by the FAA, other applicable Governmental Authority or Airport Authority representing same and any other rights of the Pledgors with respect thereto, to any designee or designees selected by the Administrative Agent if required by applicable law or regulation; it being understood that, as of the date hereof, transfers of Primary Slots within the United States must accommodate the FAA requirement that such Primary Slots be used only by air carriers generally; it being further understood that each 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 Administrative Agent shall be entitled to a decree requiring specific performance by each Pledgor of said obligations; and (ii) In the Administrative Agent’s reasonable discretion, the Administrative Agent may use the blank, undated, signed Slot transfer documents held in escrow (in the form of Exhibit A hereto) from time to time as a means to effectuate a transfer as contemplated herein; and (iii) Declare, to the extent permitted by foreign law or regulations, the entire right, title and interest of each Pledgor in and to each Primary Foreign Slot vested, subject to the requirements imposed by foreign law, regulations and Foreign Aviation Authorities, in which event such rights, title and interest shall immediately vest in the Administrative Agent, in which case the Administrative Agent may or may cause such Pledgor to effectuate the transfer of any or all of the Primary Foreign Slots as may be required under foreign law or regulations and each Pledgor agrees to execute and deliver such transfer documents, deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the Foreign Aviation Authorities, Airport Authority or any other Governmental Authority having jurisdiction over any such Primary Foreign Slot or the use thereof) and to take such other actions and use its reasonable best efforts (including seeking the assistance of the U.S. Government) as shall be reasonably required or requested by the Administrative Agent in order to effectuate the transfer of such Primary Foreign Slots; it being understood that, with respect to each Primary Foreign Slot, if any of the foregoing is not permitted under applicable law, foreign law or regulations, the Administrative Agent for the ratable benefit of the Secured Parties shall nevertheless continue to have all of each Pledgor’s right, title and interest in and to all of the proceeds (of any kind) received or to be received by such Pledgor upon the transfer or other disposition of such Collateral; it being further understood that where it is permitted under foreign law or regulations, each 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 Administrative Agent shall be entitled to a decree requiring specific performance by each Pledgor of said obligations; and (iv) Declare the entire right, title and interest of each Pledgor in and to each Primary Route vested, subject to the requirements imposed by Title 49, other applicable law, regulations, the DOT, and Foreign Aviation Authorities, in which event such rights, title and interest shall immediately vest in the Administrative Agent, and, whether or not such vesting is legally effective, each Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments (including any notices or applications to the DOT, the FAA, applicable Foreign Aviation Authorities, any other Governmental Authorities Authority or Airport Authorities Authority having jurisdiction over any such Collateral Primary Route or the use thereof) and to take such other actions and use its reasonable best efforts (including seeking the assistance of the U.S. Government) as shall be reasonably required or requested by the Collateral Administrative Agent in order to legally effectuate the transfer of such CollateralPrimary Routes, together with copies of the certificates or orders issued by the DOT and the Foreign Aviation Authorities representing the same and any other rights of such Grantor each Pledgor with respect thereto, and to use its reasonable best efforts to transfer, assign or convey all of the Primary Routes associated with, or related to, each Pledgor’s operation of the applicable Primary Route, to any designee or designees selected by the Collateral Administrative Agent and approved by all necessary Governmental the DOT and to the extent necessary, by any Foreign Aviation Authorities, Foreign Aviation Authorities and any other Governmental Authority or Airport Authorities (provided that Authority, it being understood that, with respect to each Primary Route, if any of the foregoing is not permitted under applicable law or by the DOT or applicable Governmental Authority, Foreign Aviation Authority and/or Airport Authoritylaw, the Collateral Administrative Agent for the ratable benefit of the Secured Parties shall nevertheless continue to have all of such Grantoreach Pledgor’s right, title and interest in and to all of the Proceeds proceeds (of any kind) received or to be received by such Grantor Pledgor upon the transfer or other disposition of such Collateral); it being further understood that (A) as of the date hereof, the transfer of any Primary Route (but not a pledge or the grant of a security interest therein) is subject to approval by the DOT pursuant to Section 41105 of Title 49 and review by the President pursuant to Section 41307 of Title 49, and that pursuant to such provisions the Primary Routes may be transferred only to one or more Certificated Air Carriers and (B) each GrantorPledgor’s obligation to deliver such Collateral and such documents and instruments with respect thereto, subject including to use its reasonable best efforts to transfer, assign or convey all of its right, title and interest in and to the aforesaid limitationsPrimary Routes, is of the essence of this SGR Security Agreement;Agreement and that, accordingly, upon application to a court having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by each Pledgor of said obligations. (iiv) Sell Declare the entire right, title and interest of each Pledgor in and to each Primary Gate Interest vested, in which event such rights, title and interest shall immediately vest in the Administrative Agent, and, whether or not such vesting is legally effective, each Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents or instruments as shall be requested by the Administrative Agent in order to legally effectuate the transfer of such Primary Gate Interest, to any designee or designees selected by the Administrative Agent and to use its reasonable best efforts to effect such transfer; it being understood that if any of the foregoing is not permitted under applicable law or agreement to which any Pledgor is a party relating to a Primary Gate Interest, the Administrative Agent for the ratable benefit of the Secured Parties shall nevertheless continue to have all of such Pledgor’s right, title and interest, if any, in and to all of the proceeds (of any kind) received or to be received by such Pledgor upon the transfer or other disposition of such Collateral; it being further understood that any such Primary Gate Interest transfer may be subject to the approval or consent of the relevant Airport Authority; and it being further understood that each 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 Administrative Agent shall be entitled to a decree requiring specific performance by each Pledgor of said obligations it being further understood that any such Primary Gate Interest transfer may be subject to approval or consent by an Airport Authority or airport operator; and (vi) Sell, transfer, lease or otherwise liquidate, or direct each or any Grantor Pledgor to sell sell, transfer, lease or otherwise liquidate, any or all of the Collateral or any part thereof thereof, subject to the requirements imposed by Title 14, Title 49, the FAA, the DOT, Foreign Aviation Authorities and Airport Authorities and take possession of the Proceeds proceeds of any such sale sale, transfer, lease or liquidation; and (iii) Without notice to any Grantor except as required by law and at any time or from time to time, deliver a Notice of Exclusive Control (as defined in the Account Control Agreement), and charge, set off and otherwise apply all or any part of the Obligations against any funds held with respect to the Account Collateral.