Common use of Provisions Concerning the Collateral Clause in Contracts

Provisions Concerning the Collateral. (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as· set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Granter, to inspect and make abstracts from such records. (ii) Each Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts pledged as part of the Collateral. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of such Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the applicable Account Debtors or obligors under such Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under such Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of such Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any such Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Pledged Account or deposits the proceeds of any Accounts pledged as part of the Collateral to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 7(b) hereof.

Provisions Concerning the Collateral. (i) Each Grantor will (A) give hereby authorizes the Collateral Agent Agent, at least 30 days’ prior written notice of any change in time and from time to time, to prepare, file or record such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as· set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning financing statements which reasonably describe the Collateral and permit representatives amendments thereto, as may from time to time be required or necessary to grant, continue and maintain a valid, enforceable, first priority security interest (subject only to Liens permitted by the Loan Documents) in the Collateral (other than any real property or fixtures security interest) of such Grantor as provided herein (to the extent such perfection and priority can be obtained by filing a UCC financing statement), all in accordance with the UCC as enacted in any and all relevant jurisdictions or any other relevant law of the Collateral Agent during normal business hours on United States or any state thereof. Each Grantor shall pay any applicable filing fees and other reasonable notice out-of-pocket expenses related to the filing of such Granter, financing statements and amendments thereto or the expenses for other action taken to inspect and make abstracts from such recordsperfect the security interest granted hereunder. No Grantor shall be required to seek a memorandum of lease or leasehold mortgage or similar instrument or filing with respect to Pledged Gate Leaseholds. (ii) Each The Grantor will (except as otherwise provided shall deliver or cause to be delivered once in this subsection (f)), continue each calendar year concurrent with the delivery pursuant to collect, at its own expense, all amounts due or to become due under the Accounts pledged as part Section 5.06(1) of the Collateral. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance Credit Agreement of such Accounts; provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default to notify the applicable Account Debtors Appraisal relating to the Pledged Slots, and may from time to time deliver or obligors under such Accounts of the assignment of such Accounts cause to be delivered, to the Collateral Agent and an updated Schedule II to direct such Account Debtors or obligors replace the then-existing Schedule II to make payment of all amounts due or to become due to any Grantor thereunder directly to reflect (1) the Collateral Agent or its designated agent and, upon such notification and at the expense release of any Grantor Pledged Slots from the security interest granted hereunder in connection with a Disposition permitted under the Credit Agreement and to (2) the extent permitted by applicable law, to enforce collection addition of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent Slots as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under such Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and proceeds (including Instruments) received by any Grantor in respect of such Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the benefit the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in Section 7(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any such Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Pledged Account or deposits the proceeds of any Accounts pledged as part of the Collateral to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all or a portion of such securities, cash, investments and other items held by such institution. Any such securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified in accordance with the Credit Agreement; provided that the Grantor shall not be required to deliver or cause to be delivered an updated Schedule II in accordance with this Section 7(b8(a)(ii) hereofif none of the events described in clauses (1) or (2) above that may have occurred affects the information in such Schedule since an updated version of such Schedule was previously delivered in accordance with this Section 8(a)(ii) or pursuant to Section 31 or, if no updated version of such Schedule has yet been delivered in accordance with this Section 8(a)(ii), since the date of this Slot Security Agreement, in each case, such that the Pledged Slots are not reasonably identifiable by reference to Schedule II. (b) Notwithstanding anything to the contrary herein contained, each Grantor shall be entitled to transfer, sell, lease, trade, exchange or otherwise dispose of its Pledged Slots and Pledged Gate Leaseholds subject to the terms of the Credit Agreement.