Common use of Necessary Filings Clause in Contracts

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunder, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in the United States or in the International Registry to create, preserve, protect and perfect the security interest granted by Owner to the Mortgagee hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee pursuant to this Mortgage in and to the Collateral will constitute a perfected security interest therein prior to the rights of all other Persons therein, but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liens.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunderAll filings, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security registrations, recordings and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been (or in the case of the filing of financing statements, within 10 days following the Initial Borrowing Date shall have been) accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will constitute creates a valid, and together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and UCC or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or Lienscontrol (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office; it being understood and agreed that this Section 2.1 shall not be breached as a result of the respective Assignor not delivering to the Collateral Agent an Instrument not required to be so delivered pursuant to Section 3.5 of this Agreement or not entering into a "control agreement" with respect to any cash held by such Assignor.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunderAll filings, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security registrations, recordings and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will constitute creates a valid, and together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or Lienscontrol (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction and by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office; it being understood that no actions described in Section 3.9 hereof in respect of Collateral of the type described in clause (xiv) of Section 1.1(a) hereof shall be required to have been accomplished (and no representation or warranty with respect to same shall be required to be made pursuant to this Section 2.1) at any time prior to the Collateral Agent's request that such actions be taken in accordance with the provisions of such Section 3.9.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunder, the filing of financing statements (and continuation statements at periodic intervals) Except with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all filings, registrations registrations, recordings and recordings (including, without limitation, the filing of financing statements under the UCC) other actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than those Liens permitted under this Mortgage and to exist with respect to the Credit Agreement), Collateral pursuant to the terms of all Secured Debt Agreements then in effect) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or Lienscontrol (within the meaning of the UCC as in effect on the date hereof in the State of New York), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunderAll filings, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security registrations, recordings and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) actions necessary in the United States or in the International Registry appro­priate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Trustee hereby in respect of the Collateral have been accomplished orbeen, as to Collateral to become subject to or will within two Business Days of the security interest of this Mortgage Issue Date (or such later date as provided herein from time to time after in the date hereofIndenture or other Secured Debt Documents) be, will be so filed, registered accomplished and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Trustee pursuant to this Mortgage Agreement in and to the Collateral will constitute creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein and such security interest is, in the case of the Notes Collateral, first priority, and in the case of the ABL Collateral, second priority, prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and UCC or other relevant U.S. law as enacted in any relevant jurisdic­tion to per­fected security interests, in each case to the extent that the Collateral consists of the type of prop­erty in which a security interest may be perfected by possession or control (within the meaning of the UCC as in effect on the date hereof in the State of New York), (i) by filing a financing statement under the UCC as enacted in any relevant jurisdiction or, (ii) in addition to perfected the filing of such financing statements, by a filing of an Intellectual Property Security Agreement in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office or any foreign equivalent office reasonably requested by the Collateral Trustee (such filings of Intellectual Property Security Agreements under this clause (ii), the “IP Filings”); provided that with respect to such IP Filings, the requirements in the foregoing sentence shall apply (a) as of the Issue Date, with respect to all United States registrations and applications for material Intellectual Property and all other United States Intellectual Property for which all IP Recordals (as defined below) are complete, including the Intellectual Property set forth in Schedule 2.1(a), (b) as of 30 days after the Issue Date, with respect to all other United States registrations and applications for Intellectual Property, including the Intellectual Property set forth in Schedule 2.1(b), and (c) as of 90 days after the Issue Date, with respect to all material Intellectual Property that is subject to a registration or application in foreign jurisdictions, including the Intellectual Property set forth in Schedule 2.1(c). For purposes of clarification and without limitation to the foregoing, prior to each applicable date set forth in clause (ii) of the preceding sentence, each Assignor shall, at such Assignor’s expense, effect the necessary corrective change of ownership and recordals with all patent, trademark and copyright offices, domain name registrars and other similar authorities (i) where Intellectual Property of any Assignor is still recorded in the name of legal predecessors of such Assignor or any party other than such Assignor or (ii) where the relevant recordals of the patent, copyright and trademark offices, domain name registrars and other similar authorities are incorrect for any other reason with respect to such Intellectual Property of any Assignor (such corrective change of ownership and recordals in clauses (i) and (ii), the “IP Recordals”). No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Assignor of the security interests purported to be created in favor of the Collateral Trustee hereunder or Liens(ii) the exercise by the Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated pursuant to this Section 2.1 and (B) as may be required, in connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities and as may be required under federal laws pertaining to Intellectual Property.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunder, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all All filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in the United States or in the International Registry appropriate to create, preserve, protect and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent for the benefit of the Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor) hereby in respect of the Collateral (other than Excluded Deposit Accounts) have been accomplished (or, as in the case of Collateral for which it is necessary to Collateral file a UCC-1 financing statement in order to become subject perfect a security interest in such Collateral, such filings will be accomplished within 10 days following the Restatement Effective Date (or to the security interest of this Mortgage as provided herein from time to time extent such Collateral is acquired after the Restatement Effective Date, within 10 days following the date hereof, will be so filed, registered and recorded simultaneously with of the acquisition of such Collateral being subject to the Lien of this MortgageCollateral)), and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral (other than Excluded Deposit Accounts) constitutes (or, in the case of Collateral referred to in the second parenthetical in clause (i) above, upon compliance with the requirements of such parenthetical, will constitute constitute) a perfected security interest therein prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liensinterests.

Necessary Filings. Upon (x) the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act Transportation Code and the regulations thereunderthereunder and with any applicable Governmental Authority in any other jurisdiction as deemed necessary or advisable by the Collateral Agent, (y) the appropriate registrations with the International Registry and (z) the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, jurisdiction and affixing the registrations of International Interests placard referred to in the International Registry with respect to the Airframes and EnginesSection 2.01(d) herein, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in under the Laws of the United States (or in the International Registry any state thereof) or any other jurisdiction to create, preserve, protect and perfect the security interest granted by Owner the Grantors to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded filed simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage in and to the Collateral will constitute a perfected security interest therein prior to the rights of all other Persons therein, but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit AgreementPermitted Liens), and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage)Transportation Code, and other relevant U.S. law United States Law and any applicable Laws as enacted in any other relevant jurisdiction to perfected security interests or Liens.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunderAll filings, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security registrations, recordings and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished oraccomplished, as to Collateral to become subject to in each case, within the security interest of time frames required by this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this MortgageAgreement, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will constitute creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or Lienscontrol (within the meaning of the UCC as in effect on the Restatement Effective Date in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office. Upon the actions taken under this Section 2.1, such security interest will be prior to all other Liens of all other Persons (other than Liens permitted pursuant to clauses (i), (ii), (v), (viii), (xi), (xii), (xiii) and (xviii) of Section 9.01 of the Credit Agreement), and enforceable as such as against all other Persons.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunderAll filings, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security registrations, recordings and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest interests granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to (or will be accomplished immediately following the Effective Date) and the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest interests granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will constitute a create valid and, together with all such filings, registrations, recordings and other actions, perfected security interest interests therein prior to the rights of all other Persons therein, but therein (subject to the intercreditor provisions set forth in Section 1.1 hereof) and subject to no other Liens (other than Permitted Liens permitted under this Mortgage and the Credit Agreement), related thereto) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or Lienscontrol (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable; provided, however, that subsequent filings of Grants of Security Interests in the respective forms attached hereto as Annexes L, M and N may be required with respect to registrations and applications to register Marks, Patents and Copyrights, respectively, acquired after the Effective Date.

Necessary Filings. Upon (x) the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act Title 49 and the regulations thereunderthereunder and with any applicable Governmental Authority in any other jurisdiction as deemed necessary or advisable by the Collateral Agent, (y) the appropriate registrations with the International Registry and (z) the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, jurisdiction and affixing the registrations of International Interests placard referred to in the International Registry with respect to the Airframes and EnginesSection 2.01(c) herein, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in under the laws of the United States (or in the International Registry any state thereof) or any other jurisdiction to create, preserve, protect and perfect the security interest granted by Owner the Grantor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded filed simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage in and to the Collateral will constitute a perfected security interest therein prior to the rights of all other Persons therein, but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit AgreementPermitted Liens), and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage)Title 49, and other relevant U.S. law and any applicable Laws as enacted in any other relevant jurisdiction to perfected security interests or Liens.

Necessary Filings. Upon Other than with respect to Excluded Spare Parts and the Account Collateral, upon (i) the filing of this Mortgage together with a duly completed Mortgage Supplement Security Agreement with the FAA in accordance with the Federal Aviation Act and the regulations thereunder, the filing of financing statements thereunder and (and continuation statements at periodic intervalsii) with respect to the security and other interests created hereby any local filings under the UCC as in effect in any applicable jurisdictionthat the Collateral Agent shall reasonably deem necessary or advisable, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, that the filing of financing statements under the UCC) Collateral Agent shall reasonably deem necessary in the United States or in the International Registry advisable to create, preserve, protect and perfect the security interest granted by Owner the Grantor to the Mortgagee Collateral Agent hereby in respect of the Collateral will have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage Security Agreement as provided herein from time to time after the date hereof, will be so filed, registered and recorded accomplished simultaneously with such Collateral being subject to the Lien of this MortgageSecurity Agreement, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Security Agreement in and to the Collateral will constitute a perfected security interest therein prior to the rights of all other Persons therein, but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit AgreementPermitted Liens), and is will be entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), Federal Aviation Act and other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liensinterests, in each case subject to any Intercreditor Agreement and any Other Intercreditor Agreement,.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunder, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all All filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in the United States or in the International Registry appropriate to create, preserve, protect and perfect the security interest granted by Owner such Assignor to the Mortgagee Agent hereby in respect of all the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Agent pursuant to this Mortgage Agreement in and to the Collateral will constitute constitutes a perfected valid and enforceable security interest therein superior and prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than Liens permitted under this Mortgage except that the Collateral may be subject to Permitted Liens) and the Credit Agreement), and Agent is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and UCC or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests; provided, however, the Assignor will not, and will not permit any of its Subsidiaries to, nor shall any such Person allow any other Person to, file or Liensrecord any assignment, Lien, security interest, encumbrance or other right, title or interest, of any Person, upon or with respect to any of the Proprietary Rights of the Assignor with the United States Patent and Trademark Office. Nothing herein shall be deemed or construed as an argument or admission that the Liens upon certain Proprietary Rights of the Assignor created pursuant to the Security Documents are impaired or unperfected nor shall this Agreement impair or prohibit the Company from asserting that failure to record at the United States Patent and Trademark Office results in the Liens upon such Proprietary Rights being unperfected.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act Title 49 and the regulations thereunder, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes Airframes, Engines and Spare Engines, and placing of the insignia referred to in Section 2.01(d) herein, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in the United States or in the International Registry to create, preserve, protect and perfect the security interest granted by Owner each Grantor to the Mortgagee Administrative Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Administrative Agent pursuant to this Mortgage in and to the Collateral will constitute a perfected security interest therein prior to the rights of all other Persons thereintherein (other than Specified Permitted Collateral Liens and Liens granted therein to secure any Pari Passu Senior Secured Debt), but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit AgreementPermitted Collateral Liens), and is entitled to all the rights, priorities and benefits afforded by the ActTitle 49, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liens.

Necessary Filings. Upon Other than with respect to Excluded Spare Parts and the Account Collateral, upon (i) the filing of this Mortgage together with a duly completed Mortgage Supplement Security Agreement with the FAA in accordance with the Federal Aviation Act and the regulations thereunder, the filing of financing statements thereunder and (and continuation statements at periodic intervalsii) with respect to the security and other interests created hereby any local filings under the UCC as in effect in any applicable jurisdictionthat the Collateral Agent shall reasonably deem necessary or advisable, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, that the filing of financing statements under the UCC) Collateral Agent shall reasonably deem necessary in the United States or in the International Registry advisable to create, preserve, protect and perfect the security interest granted by Owner the Grantor to the Mortgagee Collateral Agent hereby in respect of the Collateral will have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage Security Agreement as provided herein from time to time after the date hereof, will be so filed, registered and recorded accomplished simultaneously with such Collateral being subject to the Lien of this MortgageSecurity Agreement, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Security Agreement in and to the Collateral will constitute a perfected security interest therein prior to the rights of all other Persons therein, but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit AgreementPermitted Liens), and is will be entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), Federal Aviation Act and other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liens.interests, in each case subject to any Intercreditor Agreement and any Other Intercreditor Agreement,

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunderAll notices, the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCC) necessary in the United States or in the International Registry appropriate to create, preserve, protect and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of all the Collateral (other than certain immaterial Collateral not subject to perfection, notification, filing or recording requirements pursuant to the terms of the Credit Documents) have been accomplished or shall have been accomplished within 45 days of a new Trigger Event occurring after the Fifth Restatement Effective Date (or, as to in the case of Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after constituting Excluded Unperfected Collateral, on the date hereof, will be so filed, registered and recorded simultaneously with on which such Collateral being subject ceases to qualify as such in accordance with the Lien definition of this Mortgage, Excluded Unperfected Collateral) and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to all of the Collateral will constitute (other than Excluded Unperfected Collateral) constitutes, upon satisfaction of such filings, registrations and recordings, a perfected security interest therein superior and prior to the rights of all other Persons therein, but therein (other than any such rights pursuant to any Permitted Liens that have a priority as provided under applicable law) and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and UCC or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liensinterests.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act Title 49 and the regulations thereunder, thereunder and the filing of financing statements (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations and recordings (including, without limitation, the filing of financing statements under the UCCUCC and placing of the insignia referred to in Section 2.01(c) herein) necessary in the United States or in the International Registry to create, preserve, protect and perfect the security interest granted by Owner the Grantor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded filed simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage in and to the Collateral will constitute a perfected security interest therein prior (subject, only in the case of the Tranche A and B Collateral, to the prior rights of the Tranche A and B Collateral Agent on behalf of the Tranche A and B Lenders) to the rights of all other Persons therein, but subject to no other Liens (other than Liens permitted under this Mortgage and the Credit AgreementPermitted Encumbrances), and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), Title 49 and other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests or Liensinterests.

Necessary Filings. Upon Except for filings which are necessary to perfect the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereundersecurity interests created hereunder, the filing of financing statements which filings (and continuation statements at periodic intervals) with respect to the security and other interests created hereby under extent that this representation or warranty is made or deemed made after the UCC as in effect in any applicable jurisdiction10th day following the Initial Borrowing Date) have been made, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, (i) all filings, registrations registrations, recordings and recordings (including, without limitation, the filing of financing statements under the UCC) other actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become (subject to the security interest of this Mortgage as provided herein from time to time after the date hereofperiods specified in Sections 3.9, will be so filed, registered 4.6 and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, 5.6) and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will constitute creates a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein, but therein (other than holders of Permitted Liens) and subject to no other Liens (other than Liens permitted under this Mortgage and the Credit Agreement), Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession (other than the property described in Section 2.9, to the extent that the requirements of the second sentence of Section 2.9 are not applicable to such property) or Lienscontrol (within the meaning of the UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Necessary Filings. Upon the filing of this Mortgage together with a duly completed Mortgage Supplement with the FAA in accordance with the Act and the regulations thereunder, the filing of financing statements (and continuation statements at periodic intervals) Except with respect to the security and other interests created hereby under the UCC as in effect in any applicable jurisdiction, the registrations of International Interests in the International Registry with respect to the Airframes and Engines, Collateral (i) having a fair market value, in the aggregate, equal to or less than $5,000,000 and (ii) in which the security interest granted to the Collateral Agent is not at that time required to be perfected by the Collateral Documents and except by reason of the failure of Collateral Agent, Administrative Agent or any Lender to take any action within its exclusive control as contemplated by the Collateral Documents, all filings, registrations registrations, recordings and recordings (including, without limitation, the filing of financing statements under the UCC) other actions necessary in the United States or in the International Registry appropriate to create, preserve, protect preserve and perfect the security interest granted by Owner such Assignor to the Mortgagee Collateral Agent hereby in respect of the Collateral have been accomplished or, as to Collateral to become subject to the security interest of this Mortgage as provided herein from time to time after the date hereof, will be so filed, registered and recorded simultaneously with such Collateral being subject to the Lien of this Mortgage, and (ii) the security interest granted to the Mortgagee Collateral Agent pursuant to this Mortgage Agreement in and to the Collateral will creates (or, in the case of (u) Patents, Copyrights, Marks and Domain Names, upon the filing in the appropriate filing office of the instruments to be delivered by the applicable Assignor pursuant to Section 4.6 and 5.6 hereof, (v) Instruments and money not on deposit at a banking institution, upon the delivery of such Instruments or money to the Collateral Agent, (w) deposit accounts (and monies therein), upon the completion of the actions described in Section 3.9 hereof, (x) Commercial Tort Claims, upon the completion of the actions described in Section 3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting Obligations, upon the completion of the actions described in Section 3.10 hereof and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control" thereof as described in Section 3.12 hereof) a valid and, together with all such filings, registrations, recordings and other actions, a perfected security interest therein prior to the rights of all other Persons therein, but therein and subject to no other Liens (other than those Liens permitted under this Mortgage and to exist with respect to the Credit Agreement), Collateral pursuant to the terms of all Secured Debt Agreements then in effect) and is entitled to all the rights, priorities and benefits afforded by the Act, the Cape Town Treaty (subject to the proviso to clause (iii) of Section 4.02(a) of this Mortgage), and Uniform Commercial Code or other relevant U.S. law as enacted in any relevant jurisdiction to perfected security interests interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or Lienscontrol (within the meaning of the UCC as in effect on the date hereof in the State of New York), (x) by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or (y) by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.