Common use of After-Acquired Collateral; Further Assurances Clause in Contracts

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired after the Issue Date by the Company or any Guarantor (other than any property or rights described in clauses (b) and (c) of this Section 4.12) that constitutes Collateral and as to which the Collateral Agent, for the benefit of Notes Secured Parties, does not have a perfected Lien to the extent required by the Security Agreement, the Company and each applicable Guarantor shall promptly (and in the case of Intellectual Property, at least quarterly): (1) execute and deliver to the Collateral Agent such amendments to the Security Agreement or such other documents as are necessary or that the Collateral Agent may reasonably request in order to grant to the Collateral Agent, for the benefit of the Notes Secured Parties, a security interest in such property or rights; and (2) (A) file Uniform Commercial Code financing statements or amendments thereto with the applicable filing office in the jurisdiction of formation or incorporation of the Company or such Guarantor (as applicable) and/or (B) record filings with the U.S. Patent and Trademark Office and U.S. Copyright Office within the time specified in the Security Agreement, as applicable, in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties), provide the Notes Secured Parties with (A) either

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired after the Issue Date date of this Agreement by the Company Borrower or any Guarantor (other than any property or rights described in clauses clause (b) and (c) of this Section 4.125.6) that constitutes Collateral and as to which the Collateral Agent, for the benefit of Notes the Secured Parties, does not have a perfected Lien to the extent required by the Security Guarantee and Collateral Agreement, the Company Borrower and each applicable Guarantor shall promptly (and provided that, in the case of Intellectual Property, at least quarterly) (other than during a Guarantee and Collateral Suspension Period): (1i) execute and deliver to the Collateral Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as are necessary or that the Collateral Agent may reasonably request in order deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Notes Secured Parties, a security interest in such property or rights; and (2ii) (A) file Uniform Commercial Code financing statements or amendments thereto with the applicable filing office in the jurisdiction of formation or incorporation of the Company Borrower or such any Guarantor (as applicable) and/or (B) record filings with the U.S. United States Patent and Trademark Office and U.S. United States Copyright Office within the time specified in the Security Guarantee and Collateral Agreement, as applicable, in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.096.2. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date date of this Agreement by the Company Borrower or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company Borrower and each applicable Guarantor shall:shall (other than during a Guarantee and Collateral Suspension Period): (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage (as appropriate)Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property;, (2ii) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties)Agent, provide the Notes Secured Parties with (A) eithereither (x) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate or (y) where an amendment to an existing Mortgage has been delivered pursuant to clause (i), an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent and include opinions regarding the enforceability of such Mortgage and the due authorization, execution and delivery thereof; and (iv) deliver to the Collateral Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the respective Loan Party) with respect to such property and, if such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, evidence of flood insurance required by Section 5.4. (c) With respect to any Restricted Subsidiary (excluding any Excluded Subsidiary) that is required to become a Guarantor in order to comply with the requirements of Section 6.1 or otherwise elects to become a Guarantor, within 60 days of the date such Restricted Subsidiary is required to become a Guarantor (or such date of election if such election is made by such Restricted Subsidiary) the Borrower and each applicable Guarantor shall (other than during a Guarantee and Collateral Suspension Period): (i) cause such Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) file Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens and Liens not prohibited by Section 6.2) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary and (C) to deliver to the Collateral Agent a customary closing certificate of such Restricted Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments; and (ii) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired after the Issue Date date of this Agreement by the Company Borrower or any Guarantor (other than any property or rights described in clauses clause (b) and (c) of this Section 4.125.6) that constitutes Collateral and as to which the Collateral Agent, for the benefit of Notes the Secured Parties, does not have a perfected Lien to the extent required by the Security Guarantee and Collateral Agreement, the Company Borrower and each applicable Guarantor shall promptly (and provided that, in the case of Intellectual Property, at least quarterly): (1i) execute and deliver to the Collateral Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as are necessary or that the Collateral Agent may reasonably request in order deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Notes Secured Parties, a security interest in such property or rights; and (2ii) (A) file Uniform Commercial Code financing statements or amendments thereto with the applicable filing office in the jurisdiction of formation or incorporation of the Company Borrower or such any Guarantor (as applicable) and/or (B) record filings with the U.S. United States Patent and Trademark Office and U.S. United States Copyright Office within the time specified in the Security Guarantee and Collateral Agreement, as applicable, in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.096.2. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date date of this Agreement by the Company Borrower or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company Borrower and each applicable Guarantor shall: (1i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage (as appropriate)Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property;, (2ii) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties)Agent, provide the Notes Secured Parties with (A) eithereither (x) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate or (y) where an amendment to an existing Mortgage has been delivered pursuant to clause (i), an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent and include opinions regarding the enforceability of such Mortgage and the due authorization, execution and delivery thereof; and (iv) deliver to the Collateral Agent a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the respective Loan Party) with respect to such property and, if such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, evidence of flood insurance required by Section 5.4. (c) With respect to any Subsidiary that is required to become a Guarantor pursuant to Section 6.1 or otherwise elects to become a Guarantor, within 60 days of the date such Subsidiary is required to become a Guarantor (or such date of election if such election is made by such Subsidiary) the Borrower and each applicable Guarantor shall: (i) cause such Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) file Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens and Liens not prohibited by Section 6.2) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments; and (ii) if requested by the Collateral Agent, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired From and after the Issue Date by Date, subject to certain limitations and exceptions (including the exclusion of any securities or other equity interests of any of the Company’s Subsidiaries) and as otherwise set forth in the Security Documents, the Intercreditor Agreement, the definition of “Collateral and Guarantee Requirement” set forth in Section 1.01 and this Section 4.19), if the Company or any Guarantor (other than creates any additional security interest upon any property or rights described asset to secure any First Lien Obligations (which include Obligations in clauses respect of the Credit Agreement), it must concurrently grant a second-priority security interest (bsubject only to the liens securing the First Lien Obligations and certain other Permitted Liens) upon such property as security for the Indebtedness and (c) Obligations under the Notes. If granting a security interest in such property requires the consent of this Section 4.12) that constitutes Collateral and as a third party, the Company will use commercially reasonable efforts to which obtain such consent with respect to the Collateral Agent, second-priority security interest for the benefit of Notes Secured Parties, the Collateral Agent. If such third party does not have a perfected Lien consent to the granting of the first-priority security interest after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such security interest, solely to the extent required by such security interest is not provided under the Security Credit Agreement, the . (b) The Company and each applicable Guarantor Guarantor, at their sole cost and expense, shall promptly take all action necessary or, on or after the Discharge of the First Lien Obligations, reasonably requested by the Trustee or the Collateral Agent (and acting at the direction of the Holders of a majority in the case aggregate principal amount of Intellectual Propertythe Notes) to ensure that the Collateral and Guarantee Requirement continues to be satisfied including: (i) each Guarantor that is newly formed, acquired or designated pursuant to Section 4.10 to take all action necessary to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including, within 45 days after such formation, acquisition, cessation or designation, or such longer period as the Collateral Agent (acting at least quarterly):the direction of the Holders of a majority in the aggregate principal amount of the Notes) may agree in writing in its reasonable discretion: (1) cause each Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent such amendments (as appropriate) a joinder to the Security Agreement Documents and take all actions necessary to perfect the Liens created thereunder; (2) cause each Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (3) take and cause such other documents Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as are may be necessary or that as the Collateral Agent may reasonably request to vest in order the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to grant the extent required by the Collateral and Guarantee Requirement or the Security Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Security Documents; (ii) as promptly as practicable after the request therefor by the Collateral Agent (acting at the direction of the Holders of a majority in the aggregate principal amount of the Notes), deliver to the Collateral AgentAgent with respect to each Material Real Property, for any existing title reports, abstracts or environmental assessment reports, to the benefit extent available and in the possession or control of the Notes Secured PartiesCompany; provided, however, that there shall be no obligation to deliver to the Collateral Agent any existing environmental assessment report whose disclosure to the Collateral Agent would require the consent of a security interest in Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Company to obtain such property or rightsconsent, such consent cannot be obtained; and (iii) if reasonably requested by the Collateral Agent (acting at the direction of the Holders of a majority in the aggregate principal amount of the Notes), within 60 days after such request or such longer period as the Collateral Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Issue Date and subject to the Collateral and Guarantee Requirement or the Security Documents, but not specifically covered by the preceding clauses (1), (2) or (A3) file Uniform Commercial Code financing statements or amendments thereto with clause (iv) below; (iv) not later than 60 days after the applicable filing office in the jurisdiction of formation or incorporation of acquisition by the Company or any Guarantor of Material Real Property (or such Guarantor longer period as the Collateral Agent may agree (as applicable) and/or (B) record filings with acting at the U.S. Patent and Trademark Office and U.S. Copyright Office within direction of the time specified Holders of a majority in the aggregate principal amount of the Notes)) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Security AgreementDocuments, each such acquiring Company or Guarantor to cause such property to be subject to a Lien and mortgage in favor of the Collateral Agent and take, or Holdings to cause the relevant Company or Guarantor to take, such actions as applicableshall be necessary or reasonably requested by the Collateral Agent to grant and perfect or record such Lien, in each casecase to the extent required by, and subject to perfect the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; (v) not later than 45 days after the acquisition by the Company or any Guarantor of any other property or assets that are required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement (or such longer period as the Collateral Agent may agree (acting at the direction of the Holders of a majority in the aggregate principal amount of the Notes)), which property would not be automatically subject to another Lien pursuant to pre-existing Security Documents, each such acquiring Company or Guarantor (i) to cause such property to be subject to a Lien and security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in Agent and (ii) to take such property actions as shall be necessary or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if reasonably requested by the Collateral Agent (to grant and perfect or record such Lien, in each case to the extent provided for required by, and subject to the benefit limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (vi) always ensuring that the Obligations are secured by a second-priority security interest in all the Equity Interests of the Company, subject to any other Pari Passu Secured Parties)Permitted Lien. (c) The Company and the Guarantors shall execute any and all further documents, provide financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent or the Holders of a majority in the aggregate principal amount of the Notes Secured Parties may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. In addition, from time to time, the Company will reasonably promptly secure the obligations under this Indenture and the Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with (A) eitherrespect to the Collateral. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents as may be reasonably required.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired From and after the Issue Date and subject to certain limitations and exceptions, if property (other than Excluded Assets) (x) is acquired by the Company or any Guarantor (other than whether acquired by an existing Guarantor or a Restricted Subsidiary that becomes a Guarantor (including a newly created or acquired Subsidiary), acquired from an Affiliate or a third-party seller or under contract for purchase or construction on the Issue Date) or (y) ceases to constitute Excluded Assets, in each case, that is not automatically subject to a perfected security interest under the Security Documents, then the Company or Guarantor will, as soon as reasonably practicable and in any event within 90 days after such property’s acquisition or it no longer being an Excluded Asset or such person becoming a Guarantor, grant Liens on such property in favor of the Collateral Agent (and, to the extent such grant would require the execution and delivery of a Security Document, the Company or rights described in clauses such Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Company and Guarantors on the Issue Date). The foregoing notwithstanding, the Company and Guarantors shall not be required to grant Liens on aircraft and property of the type that would be Aircraft-Related Collateral acquired following the Issue Date. (b) Except as otherwise provided herein, the Company and (c) each of this Section 4.12) the Guarantors shall do or cause to be done all acts and things that constitutes Collateral and as to which may be required, or that the Collateral AgentAgent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of Notes the Parity Lien Secured Parties, does not have a duly created and enforceable and perfected Liens upon the Collateral (including any acquired property or other property required by this Indenture or any Security Document to become, Collateral after the Issue Date or Post-Closing Aircraft Liens Perfection Date, as applicable), in each case, as contemplated by, and with the Lien priority required under, the Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the Company or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Company or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Parity Liens, in the manner and to the extent required by under the Security AgreementDocuments. (c) Without limiting the foregoing, at any time and from time to time, the Company and each applicable Guarantor of the Guarantors shall promptly (and in the case of Intellectual Propertyexecute, at least quarterly): (1) execute acknowledge and deliver to the Collateral Agent such amendments to the Security Agreement or Documents, instruments, certificates, financing statements, notices and other documents, and take such other documents actions as are necessary shall be reasonably required, or that the Collateral Agent may reasonably request request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in order to grant to each case as contemplated by the Collateral Agent, Security Documents for the benefit of the Notes Parity Lien Secured Parties; provided that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Guarantors than the Parity Lien Documents executed and delivered (or required to be executed and delivered after the date of this Indenture, including pursuant to Section 13.02) by the Company and the Guarantors in connection with the Issue Date. (d) Notwithstanding anything to the contrary contained herein or in any other Note Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by filing of UCC-1 statements (including with respect to commercial tort claims), the recording or filing of aircraft security agreements (or the making of registrations on the International Registry) or supplements thereto, or the delivery of certificates evidencing Capital Stock or promissory notes. The pledged Capital Stock owned by the Company and the Guarantors shall only be required to be pledged pursuant to Security Documents governed by the laws of the State of New York. (e) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Company nor any Guarantor will be required to grant a security interest in such property or rights; andin, and the Collateral shall not include, any Excluded Asset. (2f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (Ag) file Uniform Commercial Code financing statements Aircraft Substitutions shall be permitted after the Issue Date so long as the Company or amendments thereto the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as if such Eligible Aircraft had been a Pledged Aircraft on the Issue Date or the Applicable Post-Closing Aircraft Liens Perfection Date, as applicable, contemporaneously with the applicable filing office consummation of such Aircraft Substitution and takes such other actions in connection therewith as would otherwise have been required to be taken pursuant to this Article XIII and the jurisdiction Security Documents had the substituted Eligible Aircraft been a Pledged Aircraft on the Issue Date or the Applicable Post- Closing Aircraft Liens Perfection Date, as applicable. (h) To the extent any grant of formation or incorporation security required hereby would require the execution and delivery of a Security Document, the Company or such Guarantor (shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the same terms as applicable) and/or (B) record filings with the U.S. Patent and Trademark Office and U.S. Copyright Office within the time specified in the Security Agreement, as applicable, in each case, to perfect a security interest in favor of Documents covering Collateral owned by the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens Company and Guarantors on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by or the Company Applicable Post-Closing Aircraft Liens Perfection Date, as applicable (in the case of aircraft and Aircraft-Related Collateral, with such changes as may be necessary, advisable or any Guarantor (other than any such real property subject appropriate to a Permitted Lien which precludes reflect the granting Jurisdiction of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor Registration of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Partiesapplicable aircraft), provide the Notes Secured Parties with (A) either.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired From and after the Issue Date by Date, subject to certain limitations and exceptions (including the exclusion of any securities or other equity interests of any of the Company’s Subsidiaries) and as otherwise set forth in the Security Documents, the Intercreditor Agreement, the definition of “Collateral and Guarantee Requirement” set forth in Section 1.01 and this Section 4.19), if the Company or any Guarantor (other than creates any additional security interest upon any property or rights described asset to secure any First Lien Obligations (which include Obligations in clauses respect of the Credit Agreement), it must concurrently grant a second-priority security interest (bsubject only to the liens securing the First Lien Obligations and certain other Permitted Liens) upon such property as security for the Indebtedness and (c) Obligations under the Notes. If granting a security interest in such property requires the consent of this Section 4.12) that constitutes Collateral and as a third party, the Company will use commercially reasonable efforts to which obtain such consent with respect to the Collateral Agent, second-priority security interest for the benefit of Notes Secured Parties, the Collateral Agent. If such third party does not have a perfected Lien consent to the granting of the first-priority security interest after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such security interest, solely to the extent required by such security interest is not provided under the Security Credit Agreement, the . (b) The Company and each applicable Guarantor Guarantor, at their sole cost and expense, shall promptly take all action necessary or, on or after the Discharge of the First Lien Obligations, reasonably requested by the Trustee or the Collateral Agent (and acting at the direction of the Holders of a majority in the case aggregate principal amount of Intellectual Propertythe Notes) to ensure that the Collateral and Guarantee Requirement continues to be satisfied including: (i) each Guarantor that is newly formed, acquired or designated pursuant to Section 4.10 to take all action necessary to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including, within 45 days after such formation, acquisition, cessation or designation, or such longer period as the Collateral Agent (acting at least quarterly):the direction of the Holders of a majority in the aggregate principal amount of the Notes) may agree in writing in its reasonable discretion: (1) cause each Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent such amendments (as appropriate) a joinder to the Security Agreement Documents and take all actions necessary to perfect the Liens created thereunder; (2) cause each Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (3) take and cause such other documents Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as are may be necessary or that as the Collateral Agent may reasonably request to vest in order the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to grant the extent required by the Collateral and Guarantee Requirement or the Security Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Security Documents; (ii) as promptly as practicable after the request therefor by the Collateral Agent (acting at the direction of the Holders of a majority in the aggregate principal amount of the Notes), deliver to the Collateral AgentAgent with respect to each Material Real Property, for any existing title reports, abstracts or environmental assessment reports, to the benefit extent available and in the possession or control of the Notes Secured PartiesCompany; provided, however, that there shall be no obligation to deliver to the Collateral Agent any existing environmental assessment report whose disclosure to the Collateral Agent would require the consent of a security interest in Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Company to obtain such property or rightsconsent, such consent cannot be obtained; and (iii) if reasonably requested by the Collateral Agent (acting at the direction of the Holders of a majority in the aggregate principal amount of the Notes), within sixty (60) days after such request or such longer period as the Collateral Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Issue Date and subject to the Collateral and Guarantee Requirement or the Security Documents, but not specifically covered by the preceding clauses (1), (2) or (A3) file Uniform Commercial Code financing statements or amendments thereto with clause (iv) below; (iv) not later than 60 days after the applicable filing office in the jurisdiction of formation or incorporation of acquisition by the Company or any Guarantor of Material Real Property (or such Guarantor longer period as the Collateral Agent may agree (as applicable) and/or (B) record filings with acting at the U.S. Patent and Trademark Office and U.S. Copyright Office within direction of the time specified Holders of a majority in the aggregate principal amount of the Notes)) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Security AgreementDocuments, each such acquiring Company or Guarantor to cause such property to be subject to a Lien and mortgage in favor of the Collateral Agent and take, or Holdings to cause the relevant Company or Guarantor to take, such actions as applicableshall be necessary or reasonably requested by the Collateral Agent to grant and perfect or record such Lien, in each casecase to the extent required by, and subject to perfect the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; (v) not later than 45 days after the acquisition by the Company or any Guarantor of any other property or assets that are required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement (or such longer period as the Collateral Agent may agree (acting at the direction of the Holders of a majority in the aggregate principal amount of the Notes)), which property would not be automatically subject to another Lien pursuant to pre-existing Security Documents, each such acquiring Company or Guarantor (i) to cause such property to be subject to a Lien and security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in Agent and (ii) to take such property actions as shall be necessary or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if reasonably requested by the Collateral Agent (to grant and perfect or record such Lien, in each case to the extent provided for required by, and subject to the benefit limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (vi) always ensuring that the Obligations are secured by a second-priority security interest in all the Equity Interests of the Company, subject to any other Pari Passu Secured Parties)Permitted Lien. (c) The Company and the Guarantors shall execute any and all further documents, provide financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent or the Holders of a majority in the aggregate principal amount of the Notes Secured Parties may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. In addition, from time to time, the Company will reasonably promptly secure the obligations under this Indenture and the Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with (A) eitherrespect to the Collateral. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents as may be reasonably required.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired after the Issue Date by the Company or any Guarantor (other than any property or rights described in clauses (b) and (c) of this Section 4.12) that constitutes Collateral and as to which the Collateral Agent, for the benefit of Notes Secured Parties, does not have a perfected Lien to the extent required by the Security Agreement, the Company and each applicable Guarantor shall promptly (and in the case of Intellectual Property, at least quarterly): (1) execute and deliver to the Collateral Agent such amendments to the Security Agreement or such other documents as are necessary or that the Collateral Agent may reasonably request in order to grant to the Collateral Agent, for the benefit of the Notes Secured Parties, a security interest in such property or rights; and (2) (A) file Uniform Commercial Code financing statements or amendments thereto with the applicable filing office in the jurisdiction of formation or incorporation of the Company or such Guarantor (as applicable) and/or (B) record filings with the U.S. Patent and Trademark Office and U.S. Copyright Office within the time specified in the Security Agreement, as applicable, in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties), provide the Notes Secured Parties with (A) eithereither (x) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) in form and substance reasonably satisfactory to the Collateral Agent, as well as a current ALTA survey thereof, together with a surveyor’s certificate or (y) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) above, an endorsement to the existing title policy adding such property as an insured parcel, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties) in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; (3) if requested by the Collateral Agent or any other Authorized Representative, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent and include opinions regarding the enforceability of such Mortgage and the due authorization, execution and delivery thereof; and (4) deliver to the Collateral Agent a completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company or such Guarantor) with respect to such property and, if such property is located in an area identified by FEMA (or any successor agency) as a special flood hazard area, evidence of flood insurance required by Section 4.13. (c) With respect to any Subsidiary that is required to become a Guarantor pursuant to Section 4.07 or otherwise elects to become a Guarantor, within 60 days of the date such Subsidiary is required to become a Guarantor (or such date of election if such election is made by such Subsidiary), the Company and each applicable Guarantor shall: (1) cause such Subsidiary (A) to become a party to the Security Agreement, (B) file Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties) to grant to the Collateral Agent for the benefit of the Notes Secured Parties a perfected first priority security interest (subject to Permitted Liens and Liens not prohibited by Section 4.09) in the Collateral with respect to such Subsidiary and (C) to deliver to the Collateral Agent a customary closing certificate of such Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, with appropriate insertions and attachments; and (2) if requested by the Collateral Agent or any other Authorized Representative, deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired From and after the Issue Date by Date, if (a) any Subsidiary becomes a Guarantor or (b) the Company Issuer or any Guarantor (other than acquires any property or rights described in clauses which are of a type constituting Collateral under any Collateral Document (b) and (c) of this Section 4.12) that constitutes Collateral and as to which the Collateral Agentexcluding, for the benefit avoidance of Notes Secured Partiesdoubt, does any Excluded Assets or assets not have a perfected Lien required to be Collateral pursuant to this Indenture or the extent required by the Security AgreementCollateral Documents), the Company Issuer or such Guarantor will be required to execute and each applicable Guarantor shall promptly deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Collateral Document to vest in the Collateral Agent a security interest (and subject to Permitted Liens) in such after-acquired collateral (or all of its assets, except Excluded Assets, in the case of Intellectual Property, at least quarterly): (1a new Guarantor) execute and deliver to take such actions to add such after-acquired collateral to the Collateral Agent such amendments to the Security Agreement or such other documents as are necessary or that and satisfy the Collateral Agent may reasonably request Requirement in order to grant respect thereof, and thereupon all provisions of this Indenture and the Collateral Documents relating to the Collateral Agent, for shall be deemed to relate to such after-acquired collateral to the benefit of the Notes Secured Parties, a security interest in such property or rights; and (2) (A) file Uniform Commercial Code financing statements or amendments thereto same extent and with the applicable filing office in the jurisdiction of formation or incorporation of the Company or such Guarantor (as applicable) and/or (B) record filings with the U.S. Patent same force and Trademark Office and U.S. Copyright Office within the time specified in the Security Agreement, as applicable, in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09effect. (b) With respect to any fee interest in any real property located in Notwithstanding the United States having a Fair Market Value (together with improvements thereof) foregoing, opinions of at least $100,000,000 acquired counsel will not be required after the Issue Date in connection with any additional Guarantors entering into the Collateral Documents or to vest in the Collateral Agent a perfected security interest in after-acquired collateral owned by such Guarantors. (c) To the Company or extent the Collateral Agent has not been granted control over any Guarantor (other than any such real property Digital Asset subject to a Permitted Lien which precludes security interest granted under the granting Collateral Agreement in the form of a Mortgage thereon), within 90 days Control Agreements over any other securities account that is not the Digital Assets Securities Account that is being opened to hold any Digital Assets after the acquisition thereofIssue Date, the Company and each applicable Guarantor shall: (1) execute and Issuer shall use commercially reasonable efforts to deliver a Control Agreement within 60 days following the date such Digital Assets are first priority Mortgage or an amendment to an existing Mortgage (as appropriate), held in each case in favor of such other securities account that is not the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties), provide the Notes Secured Parties with (A) eitherDigital Assets Securities Account.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired From and after the Issue Date by Closing Date, subject to certain limitations and exceptions (including the Company exclusion of any securities or other equity interests of any of the Borrower’s Subsidiaries) and as otherwise set forth in the Collateral Documents, the Intercreditor Agreement, the definition of “Collateral and Guarantee Requirement” set forth in Section 1.01 and this Section 19), if the Borrower or any Guarantor (other than creates any additional security interest upon any property or rights described asset to secure any First Lien Obligations (which include Obligations in clauses respect of the First Lien Credit Agreement) or Permitted Second Lien Obligations , it must concurrently grant a third-priority security interest (bsubject only to the liens securing the First Lien Obligations, Permitted Second Lien Obligations and certain other Permitted Liens) upon such property as security for the Indebtedness and (c) Obligations. If granting a security interest in such property requires the consent of this Section 4.12) that constitutes Collateral and as a third party, the Borrower will use commercially reasonable efforts to which obtain such consent with respect to the Collateral Agent, third-priority security interest for the benefit of Notes Secured Parties, the Collateral Agent. If such third party does not have a perfected Lien consent to the granting of the first-priority security interest or second-priority security interest after the use of such commercially reasonable efforts, the applicable entity will not be required to provide such security interest, solely to the extent required such security interest is not provided under the First Lien Credit Agreement or Second Lien Notes. (b) The Borrower and each Guarantor, at their sole cost and expense, shall take all action necessary or, on or after the Discharge of the Second Lien Obligations, reasonably requested by the Security Agreement, Collateral Agent to ensure that the Company Collateral and each applicable Guarantor shall promptly (and in the case of Intellectual Property, at least quarterly):Guarantee Requirement continues to be satisfied including: (1i) each Guarantor that is newly formed, acquired or designated pursuant to Section 10 to take all action necessary to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including, within 45 days after such formation, acquisition, cessation or designation, or such longer period as the Collateral Agent may agree in writing in its reasonable discretion: (A) cause each Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent such amendments (as appropriate) a joinder to the Security Agreement Collateral Documents and take all actions necessary to perfect the Liens created thereunder; (B) cause each Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank; (C) take and cause such Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary or as the Collateral Agent may reasonably request to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents; (ii) as promptly as practicable after the request therefor by the Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Collateral Agent any existing environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and (iii) if reasonably requested by the Collateral Agent, within sixty (60) days after such request or such longer period as the Collateral Agent may agree in writing in its reasonable discretion), deliver to the Collateral Agent any other documents items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the preceding clauses (A), (B) or (C) or clause (iv) below; (iv) not later than 60 days after the acquisition by the Borrower or any Guarantor of Material Real Property (or such longer period as the Collateral Agent may agree) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, each such acquiring Borrower or Guarantor to cause such property to be subject to a Lien and mortgage in favor of the Collateral Agent and take, or Holdings to cause the relevant Borrower or Guarantor to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; (v) not later than 45 days after the acquisition by the Borrower or any Guarantor of any other property or assets that are required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement (or such longer period as the Collateral Agent may agree), which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, each such acquiring Borrower or Guarantor (i) to cause such property to be subject to a Lien and security interest in favor of the Collateral Agent and (ii) to take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (vi) always ensuring that the Obligations are secured by a third-priority security interest in all the Equity Interests of the Borrower, subject to any Permitted Lien. (c) The Borrower and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request request, in order to grant to grant, preserve, protect and perfect the Collateral Agent, for the benefit validity and priority of the Notes Secured Parties, a security interest in such property or rights; and (2) (A) file Uniform Commercial Code financing statements or amendments thereto with the applicable filing office in the jurisdiction of formation or incorporation of the Company or such Guarantor (as applicable) and/or (B) record filings with the U.S. Patent and Trademark Office and U.S. Copyright Office within the time specified in the Security Agreement, as applicable, in each case, to perfect a security interest in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens interests and Liens not prohibited by Section 4.09. (b) With respect created or intended to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested be created by the Collateral Agent (Documents in the Collateral. In addition, from time to time, the Borrower will reasonably promptly secure the obligations under this Agreement and the Collateral Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the extent provided for Collateral. Such security interests and Liens will be created under the benefit Collateral Documents and other security agreements, mortgages, deeds of any trust and other Pari Passu Secured Parties), provide the Notes Secured Parties with (A) eitherinstruments and documents as may be reasonably required.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired From and after the Issue Initial Issuance Date and subject to certain limitations and exceptions, if property (other than Excluded Assets) (x) is acquired by the Company or any Guarantor or (other y) ceases to constitute Excluded Assets, in each case, that is not automatically subject to a perfected security interest under the Security Documents, or a Restricted Subsidiary (including a newly created or newly acquired Subsidiary) becomes a Guarantor, then the Company or Guarantor will, as soon as reasonably practicable and in any event within 90 days after such property’s acquisition or it no longer being an Excluded Asset or such person becoming a Guarantor, grant Liens on such property (or, in the case of a new Guarantor, all of its assets except Excluded Assets) in favor of the Collateral Agent (and, to the extent such grant would require the execution and delivery of a Security Document, the Company or such Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Company and Guarantors on the Initial Issuance Date); provided that the Company and Guarantors shall not be required to grant Liens on aircraft and Aircraft-Related Collateral acquired following the Initial Issuance Date (whether the aircraft and Aircraft-Related Collateral (i) be acquired by an existing Guarantor or a Restricted Subsidiary that becomes a Guarantor (including a newly created or acquired Subsidiary), (ii) be acquired from an Affiliate or a third-party seller, (iii) be under contract for purchase or construction on the Initial Issuance Date or (iv) ceases to be Excluded Assets), except that if on any Aircraft Collateral Testing Date the Aircraft Collateral Asset Value Ratio is less than 1.50:1.00, the Company and Guarantors shall be required to grant Liens as promptly as practicable on aircraft and Aircraft-Related Collateral (except to the extent constituting an Excluded Asset pursuant to clause (1) or (7) of the definition thereof) acquired on or following such Aircraft Collateral Testing Date until such time as the Aircraft Collateral Asset Value Ratio would equal or exceed 1.50:1.00 (calculated giving effect to the pledge of any property additional aircraft and Aircraft-Related Collateral since the relevant Aircraft Collateral Testing Date); provided further that if (x) the Company or rights described in clauses a Guarantor acquires an aircraft from a Subsidiary that is not a Guarantor for the purpose of facilitating the marketing and/or sale of such aircraft to a third party (as evidenced by an Officers’ Certificate delivered to the Collateral Agent) and (y) the preceding proviso would require the Company and Guarantors to grant Liens on such aircraft and the related Aircraft-Related Collateral, then the Company and Guarantors shall be required to grant such Liens no earlier than 180 days after such acquisition and only if the Company or a Guarantor then owns such aircraft. With respect to any such aircraft subject to a contract for purchase or construction and any applicable Aircraft-Related Collateral, such aircraft and its related Aircraft-Related Collateral shall not be deemed to be “acquired” until such time that the Company or a Guarantor takes both physical possession and title thereto. (b) Except as otherwise provided herein, the Company and (c) each of this Section 4.12) the Guarantors shall do or cause to be done all acts and things that constitutes Collateral and as to which may be required, or that the Collateral AgentAgent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of Notes the Parity Lien Secured Parties, does not have a duly created and enforceable and perfected Liens upon the Collateral (including any acquired property or other property required by this Indenture or any Security Document to become, Collateral after the Initial Issuance Date or Post-Closing Aircraft Liens Perfection Date, as applicable), in each case, as contemplated by, and with the Lien priority required under, the Parity Lien Documents, and in connection with any merger, consolidation or sale of assets of the Company or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Company or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Parity Liens, in the manner and to the extent required by under the Security AgreementDocuments. (c) Without limiting the foregoing, at any time and from time to time, the Company and each applicable Guarantor of the Guarantors shall promptly (and in the case of Intellectual Propertyexecute, at least quarterly): (1) execute acknowledge and deliver to the Collateral Agent such amendments to the Security Agreement or Documents, instruments, certificates, financing statements, notices and other documents, and take such other documents actions as are necessary shall be reasonably required, or that the Collateral Agent may reasonably request request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in order to grant to each case as contemplated by the Collateral Agent, Security Documents for the benefit of the Notes Parity Lien Secured Parties; provided, that no such Security Document, instrument or other document shall be materially more burdensome upon the Company and the Guarantors than the Parity Lien Documents executed and delivered (or required to be executed and delivered after the date of this Indenture, including pursuant to Section 13.02) by the Company and the Guarantors in connection with the Initial Issuance Date. (d) Notwithstanding anything to the contrary contained herein or in any other Note Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by filing of UCC-1 statements (including with respect to commercial tort claims), the recording or filing of aircraft security agreements or supplements thereto, the delivery of certificates evidencing Capital Stock or promissory notes and control agreements with respect to any Pledged Account, and any reference in the Note Documents to perfected Liens shall be a reference only to such methods of perfection. (e) Notwithstanding anything herein or in the Note Documents to the contrary, neither the Company nor any Guarantor will be required to grant a security interest in such property or rights; andin, and the Collateral shall not include, any Excluded Asset. (2f) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (Ag) file Uniform Commercial Code financing statements Aircraft Substitutions shall be permitted after the Initial Issuance Date so long as the Company or amendments thereto the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as if such Eligible Aircraft had been a Pledged Aircraft on the Initial Issuance Date or the Applicable Post-Closing Aircraft Liens Perfection Date, as applicable, contemporaneously with the applicable filing office consummation of such Aircraft Substitution and takes such other actions in connection therewith as would otherwise have been required to be taken pursuant to this Article XIII and the jurisdiction Security Documents had the substituted Eligible Aircraft been a Pledged Aircraft on the Initial Issuance Date or the Applicable Post-Closing Aircraft Liens Perfection Date, as applicable. (h) To the extent any grant of formation or incorporation security required hereby would require the execution and delivery of a Security Document, the Company or such Guarantor (shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the same terms as applicable) and/or (B) record filings with the U.S. Patent and Trademark Office and U.S. Copyright Office within the time specified in the Security Agreement, as applicable, in each case, to perfect a security interest in favor of the Documents covering Collateral Agent, for the benefit of the Notes Secured Parties, in such property or rights that is prior to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. (b) With respect to any fee interest in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date owned by the Company and Guarantors on the Initial Issuance Date or any Guarantor the Applicable Post-Closing Aircraft Liens Perfection Date, as applicable (other than any in the case of aircraft and Aircraft-Related Collateral, with such real property subject changes as may be necessary, advisable or appropriate to a Permitted Lien which precludes reflect the granting Jurisdiction of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor Registration of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Partiesapplicable aircraft), provide the Notes Secured Parties with (A) either.

After-Acquired Collateral; Further Assurances. (a) With respect to any property acquired after the Issue Date by the Company or any Guarantor (other than any property or rights described in clauses (b) and (c) of this Section 4.12) that constitutes Collateral and as to which the Collateral Agent, for the benefit of Notes Secured Parties, does not have a perfected Lien Subject to the extent required by applicable limitations set forth in the Security AgreementDocuments and this Indenture, the Company and each applicable Guarantor the Guarantors shall promptly (and in the case of Intellectual Propertyfrom time to time at their expense duly authorize, at least quarterly): (1) execute and deliver to the Notes Collateral Agent such amendments further instruments and documents and take such further action as is reasonable for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Security Agreement or such other documents as are necessary or that the Notes Collateral Agent may reasonably request in order to grant favor of the Holders by the Security Documents and of the rights and remedies therein granted to the Notes Collateral Agent, for including the benefit filing of the Notes Secured Parties, a security interest in such property or rights; and (2) (A) file Uniform Commercial Code financing statements or amendments thereto other documents under any law with respect to the Liens created thereby; provided that no such actions shall be required by the Company or the Guarantors, as applicable, to the extent that such action is not required to be taken by the Company or the Guarantors, as applicable, under the Term Loan Credit Agreement. Changes to law may require the execution and delivery of different forms of documentation, created or intended to be created by the Security Documents in the Collateral, and accordingly the Notes Collateral Agent shall have the right (acting reasonably) to require that the Indenture or the Security Documents, as applicable, be amended, supplemented or replaced (and the Company shall duly authorize, execute and deliver to the Notes Collateral Agent any such amendment, supplement or replacement reasonably requested by the Notes Collateral Agent with respect to any of the Indenture or the Security Documents, as applicable) within 30 days of written request therefor (i) to reflect any Change in Law, whether arising as a result of statutory amendments, court decisions or otherwise; (ii) to facilitate the creation and registration of appropriate forms of security in applicable jurisdictions; or (iii) to confer upon the Notes Collateral Agent Liens similar to the Liens created or intended to be created by the Term Loan Credit Documents; and the Notes and Security Documents shall be amended, supplemented or replaced accordingly to reflect any such changes. (b) Subject to the applicable filing office limitations set forth in the jurisdiction of formation Security Documents and this Indenture, if the Company or incorporation of a Guarantor acquires property that is not automatically subject to a perfected Lien under the Security Documents and such property constitutes or would constitute Collateral or an entity becomes a Guarantor, then the Company or such Guarantor will reasonably promptly provide for security over such property (as applicable) and/or (B) record filings with the U.S. Patent and Trademark Office and U.S. Copyright Office within the time specified or, in the case of a new guarantor, its assets of the type that would constitute Collateral under the Security Agreement, as applicable, in each case, to perfect a security interest Documents) in favor of the Notes Collateral AgentAgent and deliver certain joinder agreements or supplements as required by this Indenture and the Security Documents and take all actions required by the Security Documents and this Indenture to perfect the Liens created by the Security Documents. Notwithstanding anything herein or in the Security Documents to the contrary, for the benefit of the Notes Secured Parties, in no event shall any security interests in such property be required to be created or rights that is prior perfected pursuant to all other Liens on the Collateral other than Permitted Liens and Liens not prohibited by Section 4.09. this clause (b) With respect if such security interests are not required to any fee interest be created or perfected under the Term Loan Credit Documents or the security agreements entered into in any real property located in the United States having a Fair Market Value (together with improvements thereof) of at least $100,000,000 acquired after the Issue Date by the Company or any Guarantor (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within 90 days after the acquisition thereof, the Company and each applicable Guarantor shall: (1) execute and deliver a first priority Mortgage or an amendment to an existing Mortgage (as appropriate), in each case in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, covering such real property; (2) if requested by the Collateral Agent (or to the extent provided for the benefit of any other Pari Passu Secured Parties), provide the Notes Secured Parties with (A) eitherconnection thereto.