Common use of Additional Guarantors; Additional Collateral Clause in Contracts

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral.

Additional Guarantors; Additional Collateral. (a) If (x) In the event that Parent Issuer or any of its Restricted Subsidiaries forms or acquires a License Subsidiary or creates another Domestic any other Material Subsidiary, Parent Issuer and the Company shall promptly notify the Collateral Agent (who shall notify the Holders) of that fact and cause each such License Subsidiary after and Material Subsidiary to execute and deliver to the Closing Date or Collateral Agent counterparts of the Guaranty and the Security Agreement, and, if applicable, shall cause the immediate parent of such Subsidiary (yincluding any such Foreign Subsidiary) Parentto execute a counterpart of the Security Agreement, and, in its sole discretioneach case, elects all such further documents and instruments as may be necessary or, in the opinion of the Required Holders, or the Collateral Agent, desirable to cause create a valid and perfected Lien on all of the assets of such Subsidiary that constitute Collateral, as well as a pledge of the Subsidiary’s Capital Stock. For so long as the First Lien Obligations and the Second Lien Obligations are outstanding, such Lien and pledge in favor of the Holders shall be a Third Priority Lien and pledge, subject only to the prior rights of the First Lien Noteholders and the Second Lien Noteholders in accordance with the terms of the Intercreditor Agreement. Upon the satisfaction in full of the First Lien Obligations, such Lien and pledge in favor of the Holders shall be a second priority Lien and pledge in and to such Collateral and Capital Stock in favor of the Holders, subject only to the prior rights of the Second Lien Noteholders in accordance with the terms of the Intercreditor Agreement. Upon the satisfaction in full of the First Lien Obligations and the Second Lien Obligations, such Lien and pledge in favor of the Holders shall be a first priority Lien and pledge in and to such Collateral and Capital Stock in favor of the Holders. Notwithstanding the foregoing, (i) no Foreign Subsidiary shall be required to execute and deliver the Guaranty or the Security Agreement and (ii) the Capital Stock of a Foreign Subsidiary required to be pledged pursuant to the provisions of the Security Agreement shall apply only to a Foreign Subsidiary that is directly owned by Parent Issuer or a Domestic Subsidiary and shall be limited to 66% of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). Parent Issuer and the Company shall also deliver to the Holders, together with such counterparts of the Guaranty and the Security Agreement and other documents and instruments, (A) certified copies of such Guarantor’s Organizational Documents, together with a good standing certificate from the Secretary of State (or equivalent officer) of the jurisdiction of its organization or formation, each to be dated as of a recent date prior to their delivery to the Holders, (B) a certificate executed by the secretary or an assistant secretary of such Guarantor as to (a) the incumbency and signatures of the officers of such Guarantor executing the counterparts of the Guaranty and the Security Agreement and such other documents and instruments executed in connection therewith and (b) the fact that is the attached resolutions of the Governing Authority of such Guarantor authorizing the execution, delivery and performance of the counterparts of the Guaranty and the Security Agreement and such other documents and instruments are in full force and effect and have not been modified or rescinded, and (C) a Guarantor favorable opinion of counsel to become a Parent Issuer and such Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party in form and substance reasonably satisfactory to the Required Holders, as to (a) the due organization or formation and good standing of such Guarantor, and the ownership of the Capital Stock thereof, (b) the due authorization, execution and delivery by such Guarantor of the counterparts of the Guaranty by executing an Instrument and the Security Agreement and such other documents and instruments, and (c) the enforceability of Assumption the counterparts of the Guaranty and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless Security Agreement and until 30 Business Days after such time as it ceases to be (other documents and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligationsinstruments. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on Parent Issuer and each of the Closing Date ceases Guarantors will (i) cause the Collateral to be (and is no longer any of) an Immaterial Subsidiary, subject at all times to a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets Lien perfected in favor of the Collateral Agent to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party secure the obligations pursuant to the Guaranty by executing an Instrument terms and conditions of Assumption the Collateral Documents or, with respect to any such property acquired subsequent to the date hereof, such other additional security documents as the Holders shall reasonably request, subject in any case to Liens permitted hereunder and Joinder substantially (ii) deliver such other documentation as the Required Holders or the Collateral Agent may reasonably request in connection with the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases foregoing, including, without limitation, appropriate UCC financing statements and other items of the types required to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets delivered pursuant to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b2.1(k), no Regional Airline shall be required to become a Guarantor hereunder at any time. A Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any timeall in form, with prior written notice content and scope reasonably satisfactory to the Administrative Agent and Required Holders or the Collateral Agent, and duly executed by all applicable Persons and/or filed in all jurisdictions necessary or, in the Borrower mayopinion of the Required Holders, desirable to perfect the security interests created in such Collateral pursuant to the Collateral Documents. Without limiting the generality of the above, Parent Issuer and may the Guarantors will cause any (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (b) 66% of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary that is directly owned by Parent Issuer or a Domestic Subsidiary and that is a Material Subsidiary to be subject at all times to a perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents or such other Guarantor tosecurity documents as the Required Holders or the Collateral Agent shall reasonably request. In each case, at its sole discretion, pledge additional assets as Additional Collateralthe priority of the Liens and pledges described in this Section 5.9(b) shall be in accordance with the priorities described in this Section 5.9 and in the Intercreditor Agreement.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 thirty (30) Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 thirty (30) Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A , provided however that a Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral AgentTrustee, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit BC; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B C within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A , provided however that a Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral.

Additional Guarantors; Additional Collateral. (a) If A Borrower shall notify Administrative Agent at the time that (x) Parent or any Person becomes a Subsidiary of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date such Borrower or (y) Parentany Equity Interests acquired pursuant to the Tender Offer are no longer Margin Stock, and promptly thereafter (and in any event within 30 days or such later date as the Administrative Agent may agree in its sole discretion) (a) (i) execute and deliver or cause to be executed and delivered to Administrative Agent all Security Documents, elects stock certificates, stock powers and other agreements and instruments as may be reasonably requested by Administrative Agent to cause ensure that Administrative Agent has a Domestic perfected Lien on all Equity Interests (other than Equity Interests that are Excluded Assets) held by such Borrower in such Subsidiary or in such Equity Interests acquired pursuant to the Tender Offer that is not a Guarantor are no longer Margin Stock and (ii) deliver to become a GuarantorAdministrative Agent such other documents and instruments as Administrative Agent may require, then Parent will promptly including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent and (b) cause such Domestic new Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not (i) become a Guarantor unless by executing and until 30 Business Days after such time as it ceases delivering to be (and is Administrative Agent a Guaranty or a joinder to Guaranty or a Guarantor Joinder Agreement; provided that no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. described in clause (ba) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on of the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline definition thereof shall be required to become a Guarantor hereunder or deliver any such Guaranty, joinder or Guarantor Joinder Agreement for so long as the Code would impose adverse Tax consequences with respect to such Excluded Subsidiary’s status as a Guarantor; provided further that the foregoing exclusion shall, with respect to any Person that is an Excluded Subsidiary at the time it becomes a Subsidiary of such Borrower, automatically cease to apply at any time. A Regional Airline time such Person is not an Excluded Subsidiary or the Code would no longer impose adverse Tax consequences to such Person’s status as a Guarantor, (ii) execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property required to be pledged as Collateral (subject to such exceptions for Excluded Assets or as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority security interest in such Property, subject to Permitted Liens, including the filing of UCC financing statements, in such jurisdictions as may be requested by Administrative Agent, and (iii) with respect to any real Property of such Subsidiary, except for any real Property that has been identified herein as an Excluded Asset, with a fair market value in excess of $500,000: execute and deliver to Administrative Agent (A) a Mortgage and (B) the Real Estate Support Documents with respect to such real Property; provided that, such Mortgage shall not be executed and delivered to Administrative Agent until the date that is (x) if such real Property is not located in a “special flood hazard area”, 10 Business Days or (y) if such real Property is located in a “special flood hazard area”, 30 days, after Administrative Agent has delivered to the Lenders the following documents in respect of such real Property: (I) a completed flood hazard determination from a third-party vendor, (II) if such real Property is located in a “special flood hazard area”, (1) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (2) evidence of receipt by the applicable Loan Parties of such notice; and (III) if required by applicable Flood Insurance Regulations, evidence of required flood insurance; and (iv) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent; provided that Via Renewables or any Subsidiary thereof shall not be required to become a Guarantor at the sole discretion of the Borrower. (d) At or to pledge its assets as Collateral, notwithstanding any time, with prior written notice interpretation to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateralcontrary pursuant to this Section 6.13.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A , provided however that a Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral. (e) With respect to any Collateral transferred to a Subsidiary of Parent pursuant to any transaction or Disposition (other than a Permitted Disposition), and to the extent that such Collateral constituted Core Collateral immediately prior to such transaction or Disposition, Parent and the Borrower shall, upon consummation of such transaction or Disposition, cause such Subsidiary to become (i) a Guarantor by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B and (ii) a Grantor with respect to such assets.

Additional Guarantors; Additional Collateral. (a) If Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, Holdings and each Borrower shall cause (i) each direct or indirect Domestic Subsidiary of Holdings (other than the Exempt Subsidiaries) that Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of $150,000,000, (ii) any direct or indirect Domestic Subsidiary (other than the Exempt Subsidiaries) that directly or indirectly owns Equity Interest in Nitrogen, and (iii) any Domestic Subsidiary from time to time designated in writing by Holdings, in the case of clauses (i) through (iii), to become a Guarantor hereunder (unless the Required Lenders otherwise consent) by executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation, in each case in form and substance reasonably satisfactory to the Administrative Agent, within thirty (30) days (or such longer time period if agreed to by the Administrative Agent in its reasonable discretion) after (I) the latest of (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or date on which such Person shall have Guaranteed such Indebtedness, (y) Parent, in its sole discretion, elects to cause the date on which such Person shall have become a direct or indirect Domestic Subsidiary of Holdings and (z) the date on which such Person shall no longer be an Exempt Subsidiary or (II) the date on which such Person shall have acquired, directly or indirectly, any Equity Interest in Nitrogen, as applicable (it being understood that is not such Guaranty Agreement or a Guarantor Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to become a GuarantorSection 4.1(d) and (e) or Section 4.4(d), then Parent will promptly cause such Domestic Subsidiary to become a party as applicable); provided that, notwithstanding anything in any Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by executing an Instrument limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the reasonable satisfaction of Assumption the Administrative Agent. Upon execution and delivery of such Guaranty Agreement, Guaranty Joinder substantially in the form attached hereto as Exhibit B; providedAgreement or comparable guaranty documentation, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not each such Person shall become a Guarantor unless hereunder and until 30 Business Days after thereupon shall have all of the rights, benefits, duties and obligations in such time capacity under the Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 5.9(a), dated as it ceases to be (and is no longer any of) an Immaterial Subsidiaryof the date of such Guaranty Agreement, a Receivables Subsidiary Guaranty Joinder Agreement or an Excluded Subsidiary or such time comparable guaranty documentation, as it guarantees, or pledges any property or assets to secure, any other Obligationsapplicable. (b) If Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, with respect to any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A Regional Airline may become pursuant to Section 5.9(a), the Lead Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Guarantor at hereunder pursuant to Section 5.9(a) (or such longer time period if agreed to by the sole discretion Administrative Agent in its reasonable discretion), cause such Domestic Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgement of Grantors (if the Intercreditor Agreement shall then be in effect) and a Perfection Certificate and take such additional actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the terms of the BorrowerLoan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Administrative Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Domestic Subsidiary (other than Excluded Property) in favor of the Administrative Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.9(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. Notwithstanding anything to the contrary in any Loan Document, (i) no Collateral shall be required to be perfected by control other than with respect to Pledged Debt and Pledged Equity (each as defined in the Security Agreement) to the extent required by the terms of the Security Agreement as in effect on the Fourth Restatement Effective Date and (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create or perfect any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (c) Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, with respect to each Loan Party that owns Material Real Property (including any Subsidiary that becomes a Guarantor pursuant to Section 5.9), such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Administrative Agent information identifying such Material Real Property and the relevant filing offices for Mortgages with respect to such Material Real Property; and (ii) no later than ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party satisfy the Real Property Collateral Requirement. (d) At Notwithstanding anything herein or in any timeother Loan Document to the contrary, the Loan Parties shall not be required to comply with Section 5.9(c)(ii) or 5.10(a) with respect to a Material Real Property unless and until (i) the Administrative Agent shall have provided at least forty-five (45) days’ prior written notice to the Lenders that a Mortgage is expected to be entered into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered into pursuant to Section 5.10(a), be satisfied by the posting by the Administrative Agent of Schedule 1.1 to the Platform), (ii) each Lender shall have advised the Administrative Agent in writing that it has completed its due diligence with respect to any applicable flood insurance requirements relating to such Material Real Property and (iii) the Collateral AgentAdministrative Agent shall have provided the Lead Borrower with written notice of the satisfaction of the requirements in the foregoing clauses (i) and (ii) and shall have requested, in a writing delivered to the Borrower mayLead Borrower, that such Loan Parties comply with the applicable requirements of Section 5.9(c)(ii) or 5.10(a), which compliance shall not be required until the later of (x) the dates provided for in Section 5.9(c) or 5.10(a), as applicable, and (y) the date that is ten (10) Business Days (or such longer period as the Administrative Agent may cause any other Guarantor to, at agree in its sole discretion, pledge additional assets as Additional Collateral) after such written notice is delivered to the Lead Borrower pursuant to this clause (iii).

Additional Guarantors; Additional Collateral. (a) If Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred,First Amendment Closing Date Holdings and each Borrower shall cause (i) each direct or indirect Domestic Subsidiary of Holdings (other than the Exempt Subsidiaries) that Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of $150,000,000, (ii) any direct or indirect Domestic Subsidiary (other than the Exempt Subsidiaries) that directly or indirectly owns Equity Interest in Nitrogen, and (iii) any Domestic Subsidiary from time to time designated in writing by Holdings, in the case of clauses (i) through (iii), to become a Guarantor hereunder (unless the Required Lenders otherwise consent) by executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation, in each case in form and substance reasonably satisfactory to the Administrative Agent, within thirty (30) days (or such longer time period if agreed to by the Administrative Agent in its reasonable discretion) after (I) the latest of (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or date on which such Person shall have Guaranteed such Indebtedness, (y) Parent, in its sole discretion, elects to cause the date on which such Person shall have become a direct or indirect Domestic Subsidiary that is not a Guarantor to become a Guarantorof Holdings and (z) the date on which such Person shall no longer be an Exempt Subsidiary or (II) the date on which such Person shall have acquired, then Parent will promptly cause directly or indirectly, any Equity Interest in Nitrogen, as applicableHoldings delivered such Domestic Subsidiary to become a party written designation (unless Holdings has rescinded such designation prior to the end of such period) (it being understood that such Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by executing an Instrument documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 4.1(d) and (e) or Section 4.4(d), as applicable); provided that, notwithstanding anything in any Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the reasonable satisfaction of Assumption the Administrative Agent. Upon execution and delivery of such Guaranty Agreement, Guaranty Joinder substantially in the form attached hereto as Exhibit B; providedAgreement or comparable guaranty documentation, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not each such Person shall become a Guarantor unless hereunder and until 30 Business Days after thereupon shall have all of the rights, benefits, duties and obligations in such time capacity under the Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion, as it ceases relates to be (enforceability, is in respect of New York law) for the Lead Borrower in form and is no longer substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any of) an Immaterial Subsidiarysuch Guaranty Agreement, a Receivables Subsidiary Guaranty Joinder Agreement or an Excluded Subsidiary comparable guaranty documentation delivered pursuant to this Section 5.9(a), dated as of the date of such Guaranty Agreement, Guaranty Joinder Agreement or such time comparable guaranty documentation, as it guarantees, or pledges any property or assets to secure, any other Obligationsapplicable. (b) If Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, with respect to any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A Regional Airline may become pursuant to Section 5.9(a), the Lead Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Guarantor at hereunder pursuant to Section 5.9(a) (or such longer time period if agreed to by the sole discretion Administrative Agent in its reasonable discretion), cause such Domestic Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgement of Grantors (if the Intercreditor Agreement shall then be in effect) and a Perfection Certificate and take such additional actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the terms of the BorrowerLoan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Administrative Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Domestic Subsidiary (other than Excluded Property) in favor of the Administrative Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.9(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. Notwithstanding anything to the contrary in any Loan Document, (i) no Collateral shall be required to be perfected by control other than with respect to Pledged Debt and Pledged Equity (each as defined in the Security Agreement) to the extent required by the terms of the Security Agreement as in effect on the Fourth Restatement Effective Date and (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create or perfect any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (c) Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, with respect to each Loan Party that owns Material Real Property (including any Subsidiary that becomes a Guarantor pursuant to Section 5.9), such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Administrative Agent information identifying such Material Real Property and the relevant filing offices for Mortgages with respect to such Material Real Property; and (ii) no later than ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party satisfy the Real Property Collateral Requirement. (d) At Notwithstanding anything herein or in any timeother Loan Document to the contrary, the Loan Parties shall not be required to comply with Section 5.9(c)(ii) or 5.10(a) with respect to a Material Real Property unless and until (i) the Administrative Agent shall have provided at least forty-five (45) days’ prior written notice to the Lenders that a Mortgage is expected to be entered into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered into pursuant to Section 5.10(a), be satisfied by the posting by the Administrative Agent of Schedule 1.1 to the Platform), (ii) each Lender shall have advised the Administrative Agent in writing that it has completed its due diligence with respect to any applicable flood insurance requirements relating to such Material Real Property and (iii) the Collateral AgentAdministrative Agent shall have provided the Lead Borrower with written notice of the satisfaction of the requirements in the foregoing clauses (i) and (ii) and shall have requested, in a writing delivered to the Borrower mayLead Borrower, that such Loan Parties comply with the applicable requirements of Section 5.9(c)(ii) or 5.10(a), which compliance shall not be required until the later of (x) the dates provided for in Section 5.9(c) or 5.10(a), as applicable, and (y) the date that is ten (10) Business Days (or such longer period as the Administrative Agent may cause any other Guarantor to, at agree in its sole discretion, pledge additional assets as Additional Collateral) after such written notice is delivered to the Lead Borrower pursuant to this clause (iii).

Additional Guarantors; Additional Collateral. Upon (a) If (x) Parent or any the request of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date Administrative Agent or (yb) Parentthe formation or acquisition of any new direct or indirect Subsidiary by the Borrower, the Borrower shall, in its sole discretioneach case at the Borrower's expense, (a) within 10 days after such request, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantorformation or acquisition, then Parent will promptly (i) cause such Domestic Subsidiary to become a party duly execute and deliver to the Administrative Agent an amendment to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; providedto the Guaranty, that any Domestic whereby such Subsidiary that constitutes shall jointly and severally guarantee an Immaterial Subsidiaryamount of Obligations equal to the Guaranteed Portion, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any ofii) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guaranteescause, or pledges any property direct the owner or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on owners of the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at outstanding Equity Interests of such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party cause, such Subsidiary to duly execute and deliver to the Guaranty by executing an Instrument of Assumption and Joinder Administrative Agent a pledge amendment substantially in the form attached hereto to the Pledge Agreement, together with (x) instruments evidencing the Pledged Debt (as Exhibit B within 30 Business Days after defined in the Pledge Agreement) endorsed in blank and (y) duly executed financing statements in appropriate form for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Pledge Agreement covering the Collateral described in the Pledge Agreement, whereby such time as it ceases Subsidiary shall grant a Lien on such Pledged Debt to be secure an amount of Obligationx xxxxx xx xhe Guaranteed Portion; provided, that (and is A) no longer any Subsidiary of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall Borrower will be required to become be a Guarantor hereunder at if the incurrence of such guaranty would result in a breach or violation of any time. A Regional Airline may become agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a Guarantor at party, existing and as in effect on the sole discretion Closing Date, or would violate Applicable Law and (B) the Collateral will exclude any assets as to which the granting of a Lien thereon would result in a breach or violation of any agreement, indenture, contract or other document to which the Borrower or any of its Subsidiaries is a party, existing and as in effect on the Closing Date; (b) upon request of the Borrower. (d) At any timeAdministrative Agent, with prior written notice deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Collateral AgentLenders, of outside counsel for the Borrower mayLoan Parties acceptable to the Administrative Agent with respect to any of the foregoing (including any of the foregoing guaranties and pledges being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, and any of the recordings, filings and other actions requested by the Administrative Agent being sufficient to create valid perfected Liens on such properties) and as to such other matters as the Administrative Agent may cause reasonably request; and (c) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other Guarantor toaction as the Administrative Agent may reasonably deem necessary in obtaining the full benefits of, at its sole discretionor in perfecting and preserving the Liens of, pledge additional assets as Additional Collateralsuch guaranties and pledges.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of longer) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A , provided however that a Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral. (e) With respect to any Collateral transferred to a Subsidiary of Parent pursuant to any transaction or Disposition (other than a Permitted Disposition), and to the extent that such Collateral constituted Core Collateral immediately prior to such transaction or Disposition, Parent and the Borrower shall, upon consummation of such transaction or Disposition, cause such Subsidiary to become (i) a Guarantor by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B and (ii) a Grantor with respect to such assets.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A , provided however that a Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit BE; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B E within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A , provided however that a Regional Airline may become a Guarantor at the sole discretion of the Borrower. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary Within 30 days after the Closing Date occurrence of an Additional Guarantor Event, (i) cause one or (y) Parent, in its sole discretion, elects to cause a more Domestic Subsidiary Subsidiaries of the Borrower that is are not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary currently Guarantors to become a party to the Guaranty Subsidiary Guaranty, in accordance with the terms thereof, on and as of such date, to the extent that, after giving effect thereto, such Additional Guarantor Event shall no longer exist, and (ii) deliver or cause to be delivered to the Administrative Agent with respect to each such Subsidiary, simultaneously with the execution and delivery of the same, (A) a certificate, dated the date such Subsidiary shall have become a party to the Subsidiary Guaranty, executed by executing an Instrument of Assumption such Subsidiary and Joinder substantially in the form attached hereto as Exhibit of, and with substantially the same attachments as, the certificate which would have been required under Section 5.1 if such Subsidiary had become a party to the Subsidiary Guaranty on or before the Effective Date, (B; provided, that any Domestic Subsidiary that constitutes ) an Immaterial opinion of counsel to such Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless in form and until 30 Business Days after substance satisfactory to the Administrative Agent, (C) 100% of the issued and outstanding capital Stock of such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or together with an Excluded Subsidiary or undated stock power, executed in blank by an Authorized Signatory of the Pledgor of such time Stock, and (D) such other documents as it guarantees, or pledges any property or assets to secure, any other Obligationsmay by required by the applicable Collateral Documents and as the Administrative Agent shall request. (b) If As soon as practicable, and in any Domestic event within 90 days after any Person becomes a First-Tier wholly-owned Foreign Subsidiary that constitutes an Immaterial of the Borrower after the Effective Date, deliver or cause to be delivered to the Administrative Agent 66% of the issued and outstanding capital Stock (or equivalent) of such Subsidiary, a Receivables Subsidiary together with an undated stock power (or equivalent), executed in blank by an Excluded Subsidiary on Authorized Signatory of the Closing Date ceases Borrower, and deliver such other documents and take such actions as may by required by the Borrower Pledge Agreement and as the Collateral Agent shall request in order to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party grant to the Guaranty by executing an Instrument Collateral Agent a valid, perfected first priority Lien on such capital Stock (or equivalent), and, where reasonably available, the favorable written opinions of Assumption counsel with respect to the validity, perfection and Joinder substantially in priority of such Lien under the form attached hereto as Exhibit B within 30 Business Days after laws of the jurisdictions governing such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other ObligationsLien. (c) Notwithstanding If the provisions capital Stock (or equivalent) of any Subsidiary that becomes a Guarantor pursuant to Section 7.11(a) is owned by a Subsidiary that is not a Pledgor, within 30 days of the applicable Additional Guarantor Event, (i) cause the Subsidiary that owns such capital Stock (or equivalent) to execute and deliver to the Collateral Agent a Subsidiary Pledge Agreement substantially in Section 5.09(athe form of Exhibit K, duly completed and (ii) deliver or cause to be delivered to the Collateral Agent with respect to such Subsidiary, simultaneously with the execution and 5.09(b)delivery of the same, no Regional Airline (A) a certificate, dated the date such Subsidiary shall be required to have become a Guarantor hereunder at any time. A Regional Airline may become Pledgor, executed by such Subsidiary and substantially in the form of, and with substantially the same attachments as, the certificate which would have been required under Section 5.1 if such Subsidiary had been a Guarantor at party to a Subsidiary Pledge Agreement on or before the sole discretion Effective Date, (B) an opinion of the Borrower. (d) At any timecounsel to such Subsidiary, with prior written notice in form and substance satisfactory to the Administrative Agent Agent, and (C) such other documents as may be required by the Subsidiary Pledge Agreement and as the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional CollateralAgent shall request.

Additional Guarantors; Additional Collateral. (a) If On each Collateral Date, the U.S. Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Guarantor and promptly after such Collateral Date will (xi) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof), a Receivables Entity or a Specified Subsidiary) to become a Guarantor and an “Obligor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary (unless it is an Unrestricted Subsidiary or a Specified Subsidiary) to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by a Loan Party, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged, (D) [reserved], (E) [reserved], (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any Subsidiary that is not a Material Subsidiary shall be required to be pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $25,000,000 when taken together for all such Subsidiaries (excluding the assets of any Unrestricted Subsidiary, any Foreign Subsidiary (or a Subsidiary thereof), any Receivables Entity and any Specified Subsidiary and the assets of any Subsidiary the Capital Stock of which is not required to be pledged pursuant to clauses (A) – (F) on an aggregate basis) and (iii) except in the case of an Unrestricted Subsidiary, a Foreign Subsidiary (or a Subsidiary thereof), a Receivables Entity or a Specified Subsidiary, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (b) In the event the Parent obtains a corporate credit family rating from Moody’s and a corporate credit rating from S&P, promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date on which the corporate family rating of the Parent from Mxxxx’x is less than “Ba2” (or not rated by Mxxxx’x) and the corporate credit rating of the Parent from S&P is less than “BB” (or not rated by S&P) (such date, the “Ratings Event”), the Parent shall (i) execute and deliver, and cause each other Loan Party to execute and deliver, to the Administrative Agent security documents, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which each Loan Party shall grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in all property of such Person (but excluding (A) all real property (whether owned or leased) and leaseholds, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets for which the pledge thereof or grant, or perfection, of a Lien thereon would result in a default, breach or other violation or right of termination under then-existing Contractual Obligations or laws, regulations or orders of any Governmental Authority, (D) any personal property (including titled vehicles) in respect of which perfection of a Lien is not governed by the UCC or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (E) any intellectual property to the extent a security interest therein is not perfected by filing a UCC financing statement or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (F) any intellectual property if the grant, or perfection, of a security interest therein shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable of any right, title or interest of any Loan Party therein, (ii) the breach or termination pursuant to the terms of, or a default under, any contract or agreement related to such intellectual property or (iii) the violation of any applicable law, (G) any general intangible if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such general intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained (provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws), (H) any lease, license, contract, property rights or agreement to which any Loan Party is a party or any of its rights or interests thereunder if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Loan Party therein or (v) shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws), (I) any Exempt Deposit Accounts and (J) those other assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien (except as permitted by Section 6.3) in favor of the Administrative Agent and (ii) take, and cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (c) If, as of any Collateral Date following the Ratings Event, any property of any Loan Party (or any other Person that is required to become a Guarantor and an “Obligor” pursuant to Section 5.11(a)) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Restricted Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent and its Restricted Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequences to the Parent and its Restricted Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby. (d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, prior to the occurrence of the Ratings Event, no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral. (e) Promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after the Release Date on which the corporate family rating of the Parent from Mxxxx’x is less than “Baa3” (or not rated by Mxxxx’x) and the corporate credit rating of the Parent from S&P is less than “BBB-” (or not rated by S&P), the Parent shall (i) execute and deliver, and cause each other Loan Party to execute and deliver, to the Administrative Agent security documents, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the each Loan Party shall grant to the Administrative Agent, for the benefit of the holders of the Obligations, a security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a) or other assets not required to be subjected to a Lien pursuant to Section 5.11(b)) and (ii) take, and cause the relevant Restricted Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties. (f) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, (i) the Security Documents shall not create Liens in favor of the Administrative Agent on (and the Administrative Agent shall, at the request and expense of the Loan Parties, timely release any purported Liens on): (A) the assets transferred to a Receivables Entity and assets of such Receivables Entity; (B) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction; (C) if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or issued by a Receivables Entity to the Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) ParentSubsidiaries, in its sole discretion, elects to cause each case in connection with a Domestic Subsidiary that is Qualified Receivables Transaction permitted by Section 6.6(c); and (D) Capital Stock not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases required to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets pledged pursuant to secure, any other Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b5.11(a), Section 5.11(b) or Section 5.11(c); and (ii) no Regional Airline Loan Party shall be required to become a Guarantor hereunder at take any time. A Regional Airline may become a Guarantor at action to perfect the sole discretion security interest of the BorrowerAdministrative Agent in the Collateral other than (A) filing UCC financing statements, (B) delivering Capital Stock required to be pledged pursuant to Sections 5.11(a), (b) and (c) (including stock powers endorsed in blank and other appropriate instruments of transfer) and (C) executing, delivering, filing and recording notices of grants of security interest with the United States Patent Office and/or United States Copyright Office. (dg) At any time, with prior written notice Notwithstanding anything herein to the Administrative Agent and contrary, no Foreign Subsidiary (or any Subsidiary thereof) shall, or shall be deemed to, guarantee any Obligations (other than, in the Collateral Agentcase of any Foreign Subsidiary Borrower, the Borrower mayObligations of such Foreign Subsidiary Borrower), and may cause no assets of any other Guarantor to, at its sole discretion, pledge additional assets Foreign Subsidiary (or Subsidiary thereof) shall be given as Additional Collateralsecurity for any Obligations. This provision is meant to prevent any inclusions pursuant to Section 956 of the Code and shall be interpreted in accordance therewith.

Additional Guarantors; Additional Collateral. Notify Administrative Agent at the time that any Person becomes a Subsidiary, unless such Subsidiary is an Excluded Subsidiary, and promptly thereafter (aand in any event within sixty (60) If days (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic such longer period as is reasonably acceptable to Administrative Agent)), cause such Subsidiary, unless such Subsidiary after the Closing Date or (y) Parentis an Excluded Subsidiary, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will by executing and delivering to Administrative Agent a counterpart of this Agreement or such other document as Administrative Agent shall deem appropriate for such purpose, together with Security Documents covering the collateral described in Section 2.15, all in form, content and scope reasonably satisfactory to Administrative Agent. (a) Notify Administrative Agent at the time that any Excluded Subsidiary files a petition with the Bankruptcy Court initiating a Case, and promptly thereafter (and in any event within five (5) Business Days (or such longer period as is reasonably acceptable to Administrative Agent) following the entry of the requisite Bankruptcy Court order after notice and a hearing (it being agreed that Borrower shall request that, and shall endeavor to cause, such hearing to be scheduled within twenty-five (25) days after the filing date) cause such Domestic Subsidiary to become a party to the Guaranty Guarantor, by executing an Instrument and delivering to Administrative Agent a counterpart of Assumption and Joinder substantially in the form attached hereto as Exhibit B; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary this Agreement or such time other document as it guaranteesAdministrative Agent shall deem appropriate for such purpose, together with Security Documents covering the collateral described in Section 2.15, all in form, content and scope reasonably satisfactory to Administrative Agent. It is understood and agreed that the Bankruptcy Court’s failure to enter any applicable order contemplated by this Section 6.12(a) shall not be deemed a Default or pledges any property or assets to secure, any other ObligationsEvent of Default. (b) If Notify Administrative Agent at the time that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on member of the Closing Date ceases to be Consolidated Group acquires any Property and promptly thereafter (and in any event within sixty (60) days (or such longer period as is no longer any of) an Immaterial Subsidiaryreasonably acceptable to Administrative Agent)), a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary member of the Consolidated Group to become a party execute and deliver to Collateral Agent Mortgages covering such Property and the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions documents described in Section 5.09(a) and 5.09(b), no Regional Airline shall be required 2.15 requested by Collateral Agent with respect to become a Guarantor hereunder at any time. A Regional Airline may become a Guarantor at the sole discretion of the Borrowersuch Property. (d) At any time, with prior written notice to the Administrative Agent and the Collateral Agent, the Borrower may, and may cause any other Guarantor to, at its sole discretion, pledge additional assets as Additional Collateral.

Additional Guarantors; Additional Collateral. (a) If (x) Parent or Subject to Section 5.10, following the First Amendment Closing Date Holdings and each Borrower shall cause any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, from time to time designated in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor writing by Holdings to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to become a party Guarantor hereunder by executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation, in each case in form and substance reasonably satisfactory to the Administrative Agent, within thirty (30) days (or such longer time period if agreed to by executing an Instrument the Administrative Agent in its reasonable discretion) after the date on which Holdings delivered such written designation (unless Holdings has rescinded such designation prior to the end of Assumption such period) (it being understood that such Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 4.1(d) and (e) or Section 4.4(d), as applicable); provided that, notwithstanding anything in any Loan Document to the contrary, such Guaranty Agreement, Guaranty Joinder substantially Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be reasonably satisfactory to the Administrative Agent and shall be limited to the extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the form attached hereto as Exhibit B; providedreasonable satisfaction of the Administrative Agent. Upon execution and delivery of such Guaranty Agreement, that any Domestic Subsidiary that constitutes an Immaterial SubsidiaryGuaranty Joinder Agreement or comparable guaranty documentation, a Receivables Subsidiary or an Excluded Subsidiary need not each such Person shall become a Guarantor unless hereunder and until 30 Business Days after thereupon shall have all of the rights, benefits, duties and obligations in such time capacity under the Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion, as it ceases relates to be (enforceability, is in respect of New York law) for the Lead Borrower in form and is no longer substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any of) an Immaterial Subsidiarysuch Guaranty Agreement, a Receivables Subsidiary Guaranty Joinder Agreement or an Excluded Subsidiary comparable guaranty documentation delivered pursuant to this Section 5.9(a), dated as of the date of such Guaranty Agreement, Guaranty Joinder Agreement or such time comparable guaranty documentation, as it guarantees, or pledges any property or assets to secure, any other Obligationsapplicable. (b) If Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, with respect to any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Obligations hereunder, then Parent will promptly cause such Domestic Subsidiary to become a party to the Guaranty by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit B within 30 Business Days after such time as it ceases to be (and is no longer any of ) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations. (c) Notwithstanding the provisions in Section 5.09(a) and 5.09(b), no Regional Airline shall be required to become a Guarantor hereunder at any time. A Regional Airline may become pursuant to Section 5.9(a), the Lead Borrower shall, no later than the date on which such Domestic Subsidiary becomes a Guarantor at hereunder pursuant to Section 5.9(a) (or such longer time period if agreed to by the sole discretion Administrative Agent in its reasonable discretion), cause such Domestic Subsidiary to execute and deliver a Security Agreement Supplement, an Acknowledgement of Grantors (if the Intercreditor Agreement shall then be in effect) and a Perfection Certificate and take such additional actions (including the filing of Uniform Commercial Code financing statements and, if applicable and required pursuant to the terms of the BorrowerLoan Documents, delivering executed Intellectual Property Security Agreements and certificates, instruments of transfer and stock powers in respect of certificated Equity Interests), in each case as the Administrative Agent shall reasonably request for purposes of granting and perfecting a Lien on the assets of such Domestic Subsidiary (other than Excluded Property) in favor of the Administrative Agent under the Collateral Documents, subject to Liens permitted under the Loan Documents and otherwise subject to the limitations and exceptions of this Agreement and the other Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document delivered pursuant to this Section 5.9(b), dated as of the date of such Security Agreement Supplement, Intellectual Property Security Agreement or other Collateral Document, as applicable. Notwithstanding anything to the contrary in any Loan Document, (i) no Collateral shall be required to be perfected by control other than with respect to Pledged Debt and Pledged Equity (each as defined in the Security Agreement) to the extent required by the terms of the Security Agreement as in effect on the Fourth Restatement Effective Date and (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create or perfect any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). (c) Subject to Section 5.10, following the Fourth Restatement Effective Date and so long as the Collateral and Guarantee Release Date has not occurred, with respect to each Loan Party that owns Material Real Property (including any Subsidiary that becomes a Guarantor pursuant to Section 5.9), such Loan Party shall: (i) no later than thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party, deliver to the Administrative Agent information identifying such Material Real Property and the relevant filing offices for Mortgages with respect to such Material Real Property; and (ii) no later than ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) after the later of (x) the date such Person becomes a Loan Party and (y) the date that any Material Real Property is acquired by such Loan Party satisfy the Real Property Collateral Requirement. (d) At Notwithstanding anything herein or in any timeother Loan Document to the contrary, the Loan Parties shall not be required to comply with Section 5.9(c)(ii) or 5.10(a) with respect to a Material Real Property unless and until (i) the Administrative Agent shall have provided at least forty-five (45) days’ prior written notice to the Lenders that a Mortgage is expected to be entered into with respect to such Material Real Property (which notice requirement may, in the case of any Mortgage required to be entered into pursuant to Section 5.10(a), be satisfied by the posting by the Administrative Agent of Schedule 1.1 to the Platform), (ii) each Lender shall have advised the Administrative Agent in writing that it has completed its due diligence with respect to any applicable flood insurance requirements relating to such Material Real Property and (iii) the Collateral AgentAdministrative Agent shall have provided the Lead Borrower with written notice of the satisfaction of the requirements in the foregoing clauses (i) and (ii) and shall have requested, in a writing delivered to the Borrower mayLead Borrower, that such Loan Parties comply with the applicable requirements of Section 5.9(c)(ii) or 5.10(a), which compliance shall not be required until the later of (x) the dates provided for in Section 5.9(c) or 5.10(a), as applicable, and (y) the date that is ten (10) Business Days (or such longer period as the Administrative Agent may cause any other Guarantor to, at agree in its sole discretion, pledge additional assets as Additional Collateral) after such written notice is delivered to the Lead Borrower pursuant to this clause (iii).