EX-10.9.3



 EXHIBIT 10.9.3 
 EXECUTION VERSION 
  
  

 
 GUARANTEE AND COLLATERAL
AGREEMENT 
 made by 
 AIRCELL BUSINESS AVIATION SERVICES LLC 
 GOGO LLC and 

GOGO INTERMEDIATE HOLDINGS LLC, 
 and certain of their Subsidiaries 
 in favor of 

MORGAN STANLEY SENIOR FUNDING, INC., 
 as Collateral Agent 
 Dated as of June 21, 2012 

 
  

 







 TABLE OF CONTENTS 

 

									
	Section 1.	 		  	DEFINED TERMS	  	 	2	  
		 	1.1	  	Definitions.	  	 	2	  
		 	1.2	  	Other Definitional Provisions	  	 	10	  
				
	Section 2.	 		  	GUARANTEE	  	 	11	  
		 	2.1	  	Guarantee of Obligations	  	 	11	  
		 	2.2	  	Limitation on Obligations Guaranteed	  	 	11	  
		 	2.3	  	Nature of Guarantee; Continuing Guarantee; Waivers of Defenses Etc.	  	 	12	  
		 	2.4	  	Rights of Reimbursement, Contribution and Subrogation	  	 	14	  
		 	2.5	  	Payments	  	 	16	  
		 	2.6	  	Subordination of Other Obligations	  	 	16	  
		 	2.7	  	Financial Condition of Borrowers and other Guarantors	  	 	16	  
		 	2.8	  	Duration of Guaranty, Discharge of Guaranty Upon Sale of Guarantor	  	 	17	  
		 	2.9	  	Reinstatement	  	 	17	  
				
	Section 3.	 		  	GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL	  	 	17	  
				
	Section 4.	 		  	REPRESENTATIONS AND WARRANTIES	  	 	19	  
		 	4.1	  	Representations in Credit Agreement	  	 	20	  
		 	4.2	  	Title; No Other Liens	  	 	20	  
		 	4.3	  	Valid, Perfected First Priority Liens	  	 	20	  
		 	4.4	  	Name; Jurisdiction of Organization, Etc.	  	 	22	  
		 	4.5	  	Inventory and Equipment	  	 	22	  
		 	4.6	  	Special Collateral; Excluded Collateral	  	 	23	  
		 	4.7	  	Investment Property	  	 	23	  
		 	4.8	  	Receivables	  	 	24	  
		 	4.9	  	Intellectual Property	  	 	24	  
		 	4.10	  	Letter of Credit Rights	  	 	26	  
		 	4.11	  	Commercial Tort Claims	  	 	26	  
		 	4.12	  	Lease and Services Documents	  	 	26	  
				
	Section 5.	 		  	COVENANTS	  	 	26	  
		 	5.1	  	[Intentionally Omitted]	  	 	26	  
		 	5.2	  	Delivery and Control of Instruments, Chattel Paper, Negotiable Documents, Investment Property and Deposit Accounts	  	 	26	  
		 	5.3	  	Maintenance of Perfected Security Interest; Further Documentation	  	 	27	  
		 	5.4	  	Changes in Locations, Name, Jurisdiction of Incorporation, etc.	  	 	28	  
		 	5.5	  	Notices	  	 	28	  


  
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				 	5.6	  	Investment Property.	  	29
				 	5.7	  	Voting and Other Rights with Respect to Pledged Securities.	  	30
				 	5.8	  	Receivables.	  	31
				 	5.9	  	Intellectual Property.	  	32
				 	5.10	  	Government Receivables.	  	34
				
	 	Section 6.	  	 		  	REMEDIAL PROVISIONS	  	34
				 	6.1	  	Certain Matters Relating to Receivables.	  	34
				 	6.2	  	Communications with Obligors; Grantors Remain Liable.	  	35
				 	6.3	  	Proceeds to be Turned Over To Agent.	  	36
				 	6.4	  	Application of Proceeds.	  	36
				 	6.5	  	Code and Other Remedies.	  	37
				 	6.6	  	Effect of Securities Laws.	  	39
				 	6.7	  	Deficiency.	  	40
				 	6.8	  	Compliance with FCC Laws.	  	40
				
	 	Section 7.	  	 		  	POWER OF ATTORNEY AND FURTHER ASSURANCES	  	40
				 	7.1	  	Agent’s Appointment as Attorney-in-Fact, etc.	  	40
				 	7.2	  	Authorization of Financing Statements.	  	43
				 	7.3	  	Further Assurances.	  	43
				
	 	Section 8.	  	 		  	THE COLLATERAL AGENT	  	44
				 	8.1	  	Authority of Agent.	  	44
				 	8.2	  	Duty of Agent.	  	45
				 	8.3	  	Exculpation of the Agent.	  	46
				 	8.4	  	Delegation of Duties.	  	48
				 	8.5	  	Foreclosure, etc.	  	48
				 	8.6	  	Cash Management Banks and Qualified Counterparties.	  	48
				
	 	Section 9.	  	 		  	MISCELLANEOUS	  	49
				 	9.1	  	Amendments in Writing.	  	49
				 	9.2	  	Notices.	  	49
				 	9.3	  	No Waiver by Course of Conduct; Cumulative Remedies.	  	49
				 	9.4	  	Enforcement Expenses; Indemnification.	  	49
				 	9.5	  	Successors and Assigns.	  	50
				 	9.6	  	Set-Off.	  	50
				 	9.7	  	Counterparts.	  	51
				 	9.8	  	Severability.	  	51
				 	9.9	  	Section Headings.	  	51
				 	9.10	  	Integration/Conflict.	  	52
				
				 	9.11	  	GOVERNING LAW.	  	52
				 	9.12	  	Submission to Jurisdiction; Waivers.	  	52
				 	9.13	  	Acknowledgments.	  	53
				 	9.14	  	Additional Grantors.	  	53


  
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	 	9.15	  	 		  	Releases.	  	 	53	  
	 	9.16	  	 		  	WAIVER OF JURY TRIAL.	  	 	54	  
	 	9.17	  	 		  	No Fiduciary Duty.	  	 	55	  
	 	9.18	  	 		  	Secured Parties.	  	 	55	  


  
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 GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 21, 2012, among each of the signatories hereto
designated as a Grantor on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, the “Grantors”), MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent (in such
capacity and together with its successors and assigns in such capacity, the “Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit
Agreement, dated as of June 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AIRCELL BUSINESS AVIATION SERVICES LLC, a Delaware limited liability company
(“BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings” and, together with BA and CA, collectively, the
“Borrowers” and each a “Borrower”), the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent, and the Agent, and (ii) the other Secured Parties (as hereinafter defined). 

W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to
the conditions set forth therein; 
 WHEREAS, the Borrowers are members of an affiliated group of companies that includes each other Grantor;

 WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used by BA solely (a) to further distribute such
proceeds to the other Borrowers (via intercompany loans or via dividends to Holdings for investment in Subsidiaries of Holdings or via a combination thereof) for general corporate purposes, including Investments to the extent permitted by
Section 8.8 of the Credit Agreement and Restricted Payments to the extent permitted by Section 8.6 of the Credit Agreement and (b) to pay fees and expenses incurred in connection with the Transactions; 

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Agent for the ratable benefit of the Secured Parties. 

  
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 NOW, THEREFORE, in consideration of the premises and to induce the Agent and the Lenders to enter into
the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor hereby
agrees with the Agent, for the ratable benefit of the Secured Parties, as follows: 
 SECTION 1. DEFINED TERMS 

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement, and the following terms which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall have the meaning specified in Article 9 thereof): Accounts,
Account Debtor, As-Extracted Collateral, Authenticate, Certificated Security, Chattel Paper, Commodity Account, Commodity Contract, Commodity Intermediary, Documents, Electronic Chattel Paper, Entitlement Order, Equipment, Farm Products, Financial
Asset, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instruments, Inventory, Letter of Credit Rights, Manufactured Homes, Money, Payment Intangibles, Securities Account, Securities Intermediary, Security, Security
Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security. 
 (b) The following
terms shall have the following meanings: 
 “After-Acquired Intellectual Property” shall have
the meaning set forth in Section 5.9(c). 
 “Agreement” shall mean this Guarantee and
Collateral Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time. 
 “Collateral” shall have the meaning set forth in Section 3(a). 
 “Collateral Account” shall mean any collateral account established by the Agent as provided in Section 6.1 or 6.3. 

“Controlling Parties” shall mean, prior to the termination of all Commitments and the payment in full of
all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) under the Credit Agreement and the other Loan Documents, the Required Lenders, and, thereafter, the Majority Holders. 

“Copyright Licenses” shall mean all written licenses providing for the grant to or from a Grantor of any
right in or to any Copyright (including, without limitation, those listed on Schedule 6). 

  
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 “Copyrights” shall mean, with respect to any Grantor, all of such
Grantor’s right, title and interest in and to all copyrightable works of authorship, all United States and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in
software and databases, all designs (including but not limited to all industrial designs, “Protected Designs” within the meaning of 17 U.S.C. 1301 et. Seq. and Community designs), and all “Mask Works” (as defined in 17 U.S.C. 901
of the U.S. Copyright Act), whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including, without limitation, the registrations and applications
listed on Schedule 6, (ii) all extensions, renewals, and restorations thereof, (iii) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing,
including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other copyright rights accruing thereunder or pertaining
thereto throughout the world. 
 “Deposit Account” shall mean all “deposit accounts” as defined in
Article 9 of the UCC and all other accounts maintained with any financial institution (other than Securities Accounts or Commodity Accounts), and shall include, without limitation, all of the accounts listed on Schedule 2 hereto under the
heading “Deposit Accounts” together, in each case, with all funds held therein and all certificates or instruments representing any of the foregoing. 
 “Discharge of Credit Agreement Obligations” shall have the meaning set forth in Section 8.1(b). 
 “Discharge of the Obligations” shall mean the payment in full in cash of all Obligations and the satisfactory performance of all other obligations under the Loan Documents (other than
(i) those expressly stated to survive termination, (ii) contingent obligations as to which no claim has been asserted, and (iii) obligations and liabilities under Specified Cash Management Agreements and Specified Hedge Agreements as
to which arrangements satisfactory to the applicable Cash Management Bank or Qualified Counterparty, including, without limitation, cash collateralization, shall have been made) and all Commitments shall have terminated or expired. 

“Equity Interests” (i) shall mean with respect to any Person, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or non-voting) of the equity of such Person, including, if such person is a partnership, partnership interests (whether
general or limited), if such Person is a limited liability company, membership interests, and, if such Person is a trust, all beneficial interests therein, and shall also include any other interest or


  
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participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such corporation, partnership, limited liability company or
trust, whether outstanding on the date hereof or issued on or after the date hereof and (ii) shall include, without limitation, all Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests. 

“Excluded Assets” shall mean (i) any permit, lease, license, contract or agreement to which any
Grantor is a party or any of its rights or interests thereunder if and only to the extent that the grant of a security interest hereunder (a) is prohibited by or a violation of any law, rule or regulation applicable to such Grantor or
(b) shall constitute or result in a breach of a term or provision of, or the termination or a default under the terms of, such permit, lease, license, contract or agreement (other than to the extent that any such law, rule, regulation, term or
provision would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law (including any debtor relief law or principle of equity); provided, however,
that the Collateral shall include (and such security interest shall attach and the definition of Excluded Assets shall not then include) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent
severable, and shall attach immediately to any portion of such permit, lease, license, contract or agreement not subject to the prohibitions specified in clauses (a) or (b) above; provided further that the exclusions referred to in
clause (i) of this definition shall not include any Proceeds of such permit, lease, license, contract or agreement, (ii) property owned by any Grantor that is subject to a purchase money Lien or Capital Lease Obligation permitted under
Section 8.2(e) and 8.3(g) the Credit Agreement if the agreement pursuant to which such Lien is granted (or the document providing for such Capital Lease Obligation) prohibits, or requires the consent of any Person other than the Grantors which
has not been obtained as a condition to, the creation of any other Lien on such property, (iii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §
1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the
extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein could impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal
law (“Intent-to-Use Applications”), (iv) any trucks, trailers, tractors, service vehicles, automobiles, construction and earth moving equipment, rolling stock or other registered mobile equipment or other Equipment of any
nature covered by certificates of title law of any jurisdiction and all tires and other appurtenances to any of the foregoing, (v) Excluded Foreign Subsidiary Voting Stock, (vi) Letter of Credit Rights and commercial tort claims
individually with a value of less than $1,000,000, in each case, that do not constitute Proceeds 

  
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of Collateral, (vii) those assets over which the granting of security interests in such assets would result in material adverse tax consequences as reasonably determined by the Borrowers (it
being understood that the Lenders shall not require Holdings or any of its Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law), (viii) assets to the extent the granting or perfecting of a security
interest in such assets would result in costs or other consequences to Holdings or any of its Subsidiaries as reasonably determined by the Borrowers and the Collateral Agent that are excessive in view of the benefits that would be obtained by the
Secured Parties, (ix) any margin stock (within the meaning of Regulation U issued by the FRB), (x) any aircraft, airframes, aircraft engines or helicopters, or any Equipment or other assets constituting a part thereof, (xi) leased
cell towers to the extent a leasehold mortgage is required to create a security interest therein and (xii) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments. 

“Excluded Foreign Subsidiary Voting Stock” shall mean any voting stock in excess of 65% of the total
outstanding amount of any class of voting stock of a Foreign Subsidiary. 
 “FCC License”: any
Governmental Authorization granted by the FCC pursuant to the Communications Act, or by any other Governmental Authority pursuant to Communications Laws, to any Grantor or assigned or transferred to any Grantor pursuant to Communications Laws.

 “Foreign Security Documents” shall mean the collective reference to the security agreements,
debentures, pledge agreements, charges and other similar documents and agreements pursuant to which any Grantor purports to pledge or grant a security interest in any Pledged Equity Interests of any Issuer organized under a jurisdiction other than
the United States or any state or locality thereof securing the Obligations. 
 “Guarantors”
shall mean the collective reference to each Grantor and, for the avoidance of doubt, shall include the Borrowers. 
 “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Agent is the loss payee thereof) and (ii) any key man life
insurance policies. 
 “Intellectual Property” shall mean, with respect to any Grantor, the
collective reference to all rights, priorities and privileges relating to intellectual property of such Grantor, whether arising under United States, multinational or foreign laws, including, without limitation, Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets and 

  
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Trade Secret Licenses, and all rights to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, including
the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto. 

“Intellectual Property Security Agreements” shall mean, collectively, the Copyright Security Agreement
substantially the form of Exhibit A-1, the Patent Security Agreement substantially in the form of Exhibit A-2, and the Trademark Security Agreement substantially in the form of Exhibit A-3. 

“Investment Property” shall mean the collective reference to (i) all “investment property”
as such term is defined in Section 9-102(a)(49) of the UCC on the date hereof including, without limitation, all Certificated Securities and Uncertificated Securities, all Security Entitlements, all Securities Accounts, all Commodity Contracts
and all Commodity Accounts (other than any Excluded Foreign Subsidiary Voting Stock) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes, all Pledged Equity Interests, all Pledged Security
Entitlements and all Pledged Commodity Contracts. 
 “Issuers” shall mean the collective
reference to each issuer of Pledged Equity Interests. 
 “Majority Holders” shall have the
meaning set forth in Section 8.1(b). 
 “Material Intellectual Property” shall mean any
Intellectual Property included in the Collateral that is material to the business of any Grantor. 

“Obligations” shall mean all Obligations (as defined in the Credit Agreement) including, without
limitation, those arising under Section 2 hereof. 
 “Obligee Guarantor” shall have the
meaning set forth in Section 2.6. 
 “Patent Licenses” shall mean all written licenses
providing for the grant to or from a Grantor of any right in or to any Patent (including, without limitation, those listed on Schedule 6). 
 “Patents” shall mean, with respect to any Grantor, all of such Grantor’s right, title and interest in and to all patentable inventions and designs, all United States, foreign, and
multinational patents, certificates of invention, and similar industrial property rights, and applications for any of the foregoing, including, without limitation, (i) each patent and patent application listed on Schedule 6,
(ii) all reissues, substitutes, divisions, continuations, continuations-in-part, extensions, 

  
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renewals, and reexaminations thereof, (iii) all inventions and improvements described and claimed therein, (iv) all rights to sue or otherwise recover for any past, present and future
infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit and other payments now or hereafter due and/or payable
with respect thereto, and (vi) all other patent rights accruing thereunder or pertaining thereto throughout the world. 
 “Perfected IP” shall have the meaning set forth in Section 5.9(d). 
 “Pledged Commodity Contracts” shall mean all Commodity Contracts listed on Schedule 2 and all other Commodity Contracts to which any Grantor is party from time to time. 

“Pledged Debt Securities” shall mean all debt securities now owned or hereafter acquired by any Grantor,
including, without limitation, the debt securities listed on Schedule 2, together with any other certificates, options, rights or security entitlements of any nature whatsoever in respect of the debt securities of any Person that may be
issued or granted to, or held by, any Grantor while this Agreement is in effect. 
 “Pledged Equity
Interests” shall mean all Equity Interests, and shall include Pledged LLC Interest, Pledged Partnership Interest and Pledged Stock; provided, however, that “Pledged Equity Interests” shall not include Excluded
Assets. 
 “Pledged LLC Interests” shall mean all membership interests and other interests of
any Grantor now owned or hereafter acquired in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 2 hereto under the heading “Pledged LLC Interests” and the
certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company and any securities entitlements relating thereto and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company
interests and any other warrant, right or option or other agreement to acquire any of the foregoing, all management rights, all voting rights, any interest in any capital account of a member in such limited liability company, all rights as and to
become a member of the limited liability company, all rights of the Grantor under any shareholder or voting trust agreement or similar agreement in respect of such limited liability company, all of the Grantor’s right, title and interest as a
member to any and all assets or properties of such limited liability company, and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing; provided however
that Pledged LLC Interests shall not include Excluded Assets. 

  
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 “Pledged Notes” shall mean all promissory notes now
owned or hereafter acquired by any Grantor including, without limitation, those listed on Schedule 2 and the Intercompany Note. 
 “Pledged Partnership Interests” shall mean all partnership interests and other interests of any Grantor now owned or hereafter acquired in any general partnership, limited partnership,
limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 2 hereto under the heading “Pledged Partnership Interests” and the certificates, if any, representing
such partnership interests, and any interest of such Grantor on the books and records of such partnership and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and any other warrant, right or option to acquire any of the foregoing, all management rights, all voting rights, any interest in
any capital account of a partner in such partnership, all rights as and to become a partner of such partnership, all of the Grantor’s rights, title and interest as a partner to any and all assets or properties of such partnership, and all other
rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing; provided however that Pledged Partnership Interests shall not include Excluded Assets. 

“Pledged Stock” shall mean all shares of capital stock now owned or hereafter acquired by such Grantor,
including, without limitation, all shares of capital stock described on Schedule 2 hereto under the heading “Pledged Stock”, and the certificates, if any, representing such shares and any interest of such Grantor in the entries on
the books of the issuer of such shares and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares and any other warrant, right or option to acquire any of the foregoing provided, however, that Pledged Stock shall not include Excluded Assets. 

“Pledged Securities” shall mean the collective reference to the Pledged Debt Securities, the Pledged
Notes and the Pledged Equity Interests regardless of whether constituting Securities under the UCC. 

“Pledged Security Entitlements” shall mean all security entitlements with respect to the financial assets
listed on Schedule 2 and all other security entitlements of any Grantor. 

  
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 “Proceeds” shall mean all “proceeds” as such
term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

 “Receivable” shall mean all Accounts and any other any right to payment for goods or other
property sold, leased, licensed or otherwise disposed of or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible and whether or not it has been earned by performance.
References herein to Receivables shall include any Supporting Obligation or collateral securing such Receivable. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Specified Assets” shall have the meaning set forth in Section 4.3(b). 

“Specified IP Assets” shall mean all Collateral consisting of Intellectual Property for which the
creation or perfection of Liens thereon requires execution of documents, filings in or other actions under the laws of jurisdictions outside of the United States of America, any State thereof or the District of Columbia. 

“Trademark Licenses” shall mean all written licenses providing for the grant to or from a Grantor of any
right in or to any Trademark (including, without limitation, those listed on Schedule 6). 

“Trademarks” shall mean, with respect to any Grantor, all of such Grantor’s right, title and
interest in and to all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names and other indicia
of origin or source identification, whether registered or unregistered (other than Intent-to-Use Applications), and, with respect to any and all of the foregoing, (i) all registrations and applications for registration thereof including,
without limitation, the registrations and applications listed on Schedule 6, (ii) all extensions and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing,
(iv) all rights to sue or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments,
claims, damages, proceeds of suit now and other payments hereafter due and/or payable with respect thereto, and (v) all other trademark rights accruing thereunder or pertaining thereto throughout the world. 

“Trade Secret Licenses” shall mean all written licenses providing for the grant to or from a Grantor of
any right in or to any Trade Secret. 

  
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 “Trade Secrets” shall mean, with respect to any
Grantor, all of such Grantor’s right, title and interest in and to (i) all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes and techniques, inventions, research and
development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information, in each case, to the extent recognized and protected as a
trade secret under the applicable laws of the relevant jurisdiction, and with respect to any and all of the foregoing (i) all rights to sue or otherwise recover for any past, present and future misappropriation or other violation thereof,
(ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, proceeds of suit and other payments now or hereafter due and/or payable with respect thereto, and (iii) all
other trade secret rights accruing thereunder or pertaining thereto throughout the world. 

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York;
provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or
remedies. 
 1.2 Other Definitional Provisions. (a) The words “hereof”, “herein”,
“hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule, Exhibit and Annex references
are to this Agreement unless otherwise specified. References to any Schedule, Exhibit or Annex shall mean such Schedule, Exhibit or Annex as amended or supplemented from time to time in accordance with this Agreement. 

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor,
shall refer to such Grantor’s Collateral or the relevant part thereof. 
 (d) The expressions “payment in full,”
“paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the unconditional, final and irrevocable payment in full in cash, in immediately available funds, of all of the Obligations.


  
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 (e) The use herein of the word “include” or “including”, when
following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible
scope of such general statement, term or matter. 
 (f) All references herein to provisions of the UCC shall include all
successor provisions under any subsequent version or amendment to any Article of the UCC. 
 SECTION 2. GUARANTEE 

2.1 Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably,
guarantees, as primary obligor and not merely as surety, to the Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other
Guarantor, including each Borrower, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 2.1, without any limitation as to
amount, for all present and future Obligations, including specifically all future increases in the outstanding amount of the Loans or other Obligations and other future increases in the Obligations, whether or not any such increase is committed,
contemplated or provided for by the Loan Documents, the Specified Cash Management Agreements or the Specified Hedge Agreements on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all
Obligations (including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable against such other obligor or not allowable due to the existence
of a Insolvency or Liquidation Proceeding involving such other obligor because it is the intention of the Guarantors and Secured Parties that the Obligations which are guaranteed by the Guarantors pursuant hereto should be determined without regard
to any rule of law or order which may relieve any Borrower or any other Guarantor of any portion of such Obligations. 
 2.2
Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such
Guarantor’s obligations under Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or


  
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any similar foreign, federal or state law to the extent applicable to the guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the
Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under the guarantee set forth in Section 2 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor
under the guarantee set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under the guarantee set forth in Section 2 hereof and its related contribution rights but
before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable
after the guarantee under Section 2 hereof. To the fullest extent permitted by applicable law, this Section 2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of
such Guarantor or the holders of any Equity Interest in such Guarantor. 
 (b) Each Guarantor agrees that
Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 2.2(a) without impairing the guarantee contained in this Section 2 or affecting the
rights and remedies of any Secured Party hereunder. 
 2.3 Nature of Guarantee; Continuing Guarantee; Waivers
of Defenses Etc. (a) Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing guarantee of payment and performance and not merely of collectability. Each Guarantor waives,
to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of dishonor, default or nonpayment to or upon any Borrower or any of the other Guarantors with respect to the Obligations. Without
limiting the generality of the foregoing, this guarantee and the obligations of Guarantors hereunder and the Liens granted hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, setoff, defense,
counterclaim, discharge or termination for any reason (other than a defense of payment or performance). 
 (b)
Each Guarantor agrees that the Obligations of each Guarantor hereunder are independent of the Obligations of each other Guarantor or any other guarantee of the Obligations and when making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person
or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from
any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any 

  
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Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings. 
 (c) No payment made by any Borrower, any of the other Guarantors, any other guarantor or any other
Person or received or collected by any Secured Party from any Borrower, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of any of the Obligations) remain liable for the Obligations until the Discharge of the Obligations. 

(d) Without limiting the generality of the foregoing, each Guarantor and Grantor agrees that its obligations under the guarantee
contained in this Section 2, and any Lien granted hereunder, shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives, to the maximum extent permitted by applicable law, all rights, claims or
defenses (other than a defense of payment or performance) that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): 

(i) the validity or enforceability of the Credit Agreement or any other Loan Document or any Specified Hedge Agreement or Specified Cash
Management Agreement, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; 
 (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan
Documents or any Specified Hedge Agreement or Specified Cash Management Agreement; 
 (iii) any failure or omission to assert or
enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any
Loan Documents, any Specified Hedge Agreement or any Specified Cash Management Agreements, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guarantee of or security for
the payment of the Obligations; 

  
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 (iv) any change, reorganization or termination of the corporate structure or existence
of any Borrower or any other Guarantor or any of their Subsidiaries and any corresponding restructuring of the Obligations; 

(v) settlement, compromise, release, or discharge, or acceptance of or refusal of any offer of payment or performance with respect to, or
substitutions for, the Obligations or subordinate the Obligations to any other obligations; 
 (vi) any failure to perfect or
maintain the perfection or priority of any security for the Obligations (including without limitation, the Collateral) to the extent provided herein or any release of any or all such security; 

(vii) exercise remedies with respect to any security for the Obligations (including, without limitation, the Collateral) at such time and
in such order and in such manner as the Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates
to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have; and 
 (viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor or Grantor as an obligor in respect of the Obligations or which constitutes, or
might be construed to constitute, an equitable or legal discharge of any Borrower or any other Guarantor or Grantor for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, whether in a Insolvency or
Liquidation Proceeding or in any other instance. 
 (e) In addition each Guarantor further waives any and all other defenses,
set-offs or counterclaims (other than a defense of payment or performance) which may at any time be available to or be asserted by it, any Borrower, or any other Guarantor or Person against any Secured Party, including, without limitation, failure
of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. 

  
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 2.4 Rights of Reimbursement, Contribution and Subrogation. In case any
payment is made on account of the Obligations by any Guarantor or is received or collected on account of the Obligations from any Guarantor or its property: 
 (a) If such payment is made by a Guarantor (including any Borrower) or from its property in respect of the Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not
before) a Discharge of the Obligations, (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor (including any Borrower, as applicable) and (B) to demand and enforce contribution in respect of
such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the
unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors based on the relative
value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of any Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and
payable after the guaranty under Section 2 hereof. 
 (b) If and whenever (after Discharge of the Obligations) any right of
reimbursement or contribution becomes enforceable by any Guarantor (including any Borrower) against any other Guarantor (including any Borrower) whether under Sections 2.2(a) or otherwise, such Guarantor shall be entitled, subject to and upon
Discharge of the Obligations, to be subrogated (equally and ratably with all other Guarantors entitled to reimbursement or contribution from any other Guarantor as set forth in this Section 2.4) to any security interest that may then be held by
the Agent upon any Collateral granted to it in this Agreement. Any right of subrogation of any Guarantor (including any Borrower) shall be enforceable solely after a Discharge of the Obligations and solely against the Guarantors, and not against the
Secured Parties, and neither the Agent nor any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any Collateral for any purpose
related to any such right of subrogation. If subrogation is demanded by any Guarantor, then, after Discharge of the Obligations, the Agent shall deliver to the Guarantors making such demand, or to a representative of such Guarantor or of the
Guarantors generally, an instrument satisfactory to the Agent transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Agent then may hold in whatever
Collateral may then exist that was not previously released or disposed of or acquired by the Agent. 
 (c) All rights and claims
arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including any Borrower) as to any payment
on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior Discharge of the Obligations. Until Discharge of the Obligations, no Guarantor shall demand or receive any
collateral security, payment or distribution whatsoever (whether in 

  
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cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or
receivership or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Agent, for application to the payment of the Obligations. If any such payment or
distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Agent, in the
exact form received and, if necessary, duly endorsed. 
 (d) The obligations of the Guarantors under the Loan Documents,
including their liability for the Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution
or subrogation arising under this Section 2.4. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or
remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or
otherwise relating to any such right. 
 2.5 Payments. Each Guarantor hereby guarantees that payments hereunder will be
paid to the Agent without set-off or counterclaim in Dollars in immediately available funds at the office of the Agent located at the Funding Office specified in the Credit Agreement. 

2.6 Subordination of Other Obligations. Any Indebtedness of any Borrower or any other Guarantor now or hereafter held by any other
Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after a Specified Event of Default has occurred
and is continuing shall be held in trust for the Agent on behalf of the Secured Parties and shall forthwith be paid over to the Agent for the benefit of the Secured Parties to be credited and applied against the Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. 
 2.7 Financial
Condition of Borrowers and other Guarantors. The Loans may be made to the Borrowers on the Closing Date or continued from time to time and any Specified Hedge Agreements and Specified Cash Management Agreements may be entered into from time to
time, in each case, without notice to or authorization from any Guarantor regardless of 

  
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the financial or other condition of any Borrower or any other Guarantor at the time of any such grant or continuation or at the time such Specified Hedge Agreement or Specified Cash Management
Agreement is entered into, as the case may be. No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of any Borrower or any other
Guarantor. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or condition of the
Borrowers or any other Guarantor now known or hereafter known by any Secured Party. 
 2.8 Duration of Guaranty,
Discharge of Guaranty Upon Sale of Guarantor. (a) Except as provided in 2.8(b) below, the guarantee contained in this Section 2 shall remain in full force and effect until the Discharge of the Obligations. 

(b) If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of
(including by merger or consolidation) in accordance with the terms and conditions of the Loan Documents to a Person that is not an Affiliate of any Borrower or any other Guarantor, the guarantee of such Guarantor or such successor in interest, as
the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or other Person effective as the time of such sale or disposition. 

2.9 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded, disgorged or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or any other Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any other Guarantor or any substantial part of its property, or otherwise, all
as though such payments had not been made. 
 SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL

 (a) Each Grantor hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in, all of the
following property, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, subject to the
last sentence of this Section 3(a), the “Collateral”), as collateral security for the prompt and complete payment and performance when due 

  
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 (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

 (i) all Accounts, including all Receivables; 
 (ii) all Chattel Paper; 
 (iii) all Deposit Accounts; 

(iv) all Documents; 
 (v) all Equipment; 
 (vi) all General Intangibles; 

(vii) all Instruments; 
 (viii) all Intellectual Property; 
 (ix) all Inventory; 

(x) all Investment Property; 
 (xi) all Letter of Credit Rights; 
 (xii) all Money; 

(xiii) all Pledged Equity Interests: 
 (xiv) all Goods not otherwise described above; 
 (xv) all Collateral Accounts;

 (xvi) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals,
computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise
necessary or helpful in the collection thereof or realization thereupon; 
 (xvii) all commercial tort claims now or
hereinafter described on Schedule 9; and 
 (xviii) to the extent not otherwise included, all Proceeds, products
accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any Person with respect to any of the foregoing. 

  
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 Notwithstanding the foregoing provisions of this Section 3(a), the foregoing grant of a security
interest shall not extend to, and the term “Collateral” shall not include (a) FCC Licenses to the extent (but only to the extent) it is unlawful to grant a security interest therein; provided, however, that the foregoing grant
of a security interest shall extend to, and the Collateral shall include, each of the following: (A) the right to receive all proceeds derived or arising from or in connection with the sale, assignment, transfer or transfer of control over such
FCC Licenses; (B) any and all proceeds of any FCC Licenses that are otherwise excluded; and (C) upon obtaining the consent of the FCC with respect to any such otherwise excluded FCC Licenses, such FCC Licenses as well as any and all
proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the Collateral and (b) Excluded Assets. It is understood that with respect to the Specified IP Assets, the above grant is effective only
to the extent such security interest can be granted pursuant to this Agreement. 
 (b) Each Borrower hereby acknowledges that
its grant contained in this Section 3 includes all of such Borrower’s estate, right, title and interest in, to and under each Lease and Services Document, including (i) the right to give all notices, consents and releases thereunder,
(ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Lessor (as defined in the Intercompany Lease Agreement) and the Provider (as defined in the Services Agreement) thereunder,
including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things
whatsoever that any Grantor is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, but subject to any rights granted to the Agent pursuant to the terms of the Lease and Services Documents, the
Agent shall not have the authority to exercise any of the rights set forth in clauses (i) through (iv) above or that may otherwise arise as a result of the grant contained in Section 3 until an Event of Default shall occur and be
continuing. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES 
 To induce the Agent, the Administrative Agent, the Lead Arrangers, and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the
Borrowers thereunder, and to induce the Cash Management Banks and Qualified Counterparties to enter into Specified Cash Management Agreements and Specified Hedge Agreements, each Grantor hereby represents and warrants to the Secured Parties on the
Closing Date that: 

  
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 4.1 Representations in Credit Agreement. The representations and warranties set
forth in Section 5 of the Credit Agreement as they relate to such Grantor or to the Loan Documents to which such Grantor is a party, each of which is hereby incorporated herein by reference, are true and correct, in all material respects,
except for representations and warranties that are qualified as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct (after giving effect to
any such qualification therein) in all respects as of such date, in each case, unless expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of
such earlier date, and the Secured Parties shall be entitled to rely on each of such representations and warranties as if they were fully set forth herein, provided that each reference in each such representation and warranty to any Borrower’s
knowledge shall, for the purposes of this Section 4.l, be deemed to be a reference to such Grantor’s knowledge. 
 4.2
Title; No Other Liens. Such Grantor owns each item of the Collateral free and clear of any and all Liens or claims, except for the Liens or claims created under this Agreement, including, without limitation, liens arising as a result of such
Grantor becoming bound (as a result of merger or otherwise) as Grantor under a security agreement entered into by another Person, except, in the case of all Collateral other than Pledged Equity Interests, for Liens permitted under Section 8.3
of the Credit Agreement and, in the case of Pledged Equity Interests, for non-consensual Liens permitted under Section 8.3 of the Credit Agreement imposed by any Requirement of Law. No financing statement, mortgage or other public notice with
respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the
Credit Agreement or as to which documentation to terminate the same shall have been delivered to the Agent. 
 4.3
Valid, Perfected First Priority Liens. (a) Except with respect to Specified IP Assets, this Agreement is effective to create a valid and enforceable security interest in the Collateral in favor of the Agent to secure the payment
and performance of the Obligations, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law). 
 (b) Except with regard to Liens (if any) on
Specified Assets: Upon the completion of the Perfection Actions (as defined below), the security interest created pursuant to this Agreement (A) will be (to the extent provided in this Agreement) a perfected security interest in the Collateral
in favor of the Agent, and (B) will be prior to 

  
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all other Liens of all other Persons other than Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law). As used in this Section 4.3(b), the following terms have the following meanings: 
 “Financing
Statements”: the financing statements delivered to the Agent by Holdings for filing in the jurisdictions listed on Schedule 5.19(a) of the Credit Agreement (which financing statements are in proper form for filing in such jurisdiction).

 “Ordinary Course Transferees”: (i) with respect to Goods only, buyers in the ordinary
course of business and lessees in the ordinary course of business to the extent provided in Sections 9-320(a) and 9-321 of the UCC as in effect from time to time in the relevant jurisdiction; (ii) with respect to General Intangibles only,
licensees in the ordinary course of business to the extent provided in Section 9-321 of the UCC as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the
UCC as in effect from time to time in the relevant jurisdiction. 
 “Perfection Actions”:
(i) the filing or recording of the Financing Statements, the Mortgages, any Intellectual Property Security Agreement as set forth in Schedule 3, and any filings after the Closing Date in any other jurisdiction as may be necessary under any
Requirement of Law, (ii) the delivery to and continuing possession by the Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and (iii) the obtaining and maintenance of
“control” (as described in the UCC) by the Agent of all Deposit Accounts, the Collateral Account and Electronic Chattel Paper a security interest in which is perfected by control. 

“Permitted Liens”: Liens permitted pursuant to the Credit Agreement, including without limitation those
permitted to exist pursuant to Section 8.3 of the Credit Agreement. 
 “Specified Assets”:
the following property of the Grantors: 
 (1) Fixtures, Money and Cash Equivalents (other than Cash Equivalents
constituting Investment Property to the extent a security interest is perfected by the filing of a financing statement under the UCC); 
 (2) Specified IP Assets; 

  
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 (3) Uncertificated Securities (to the extent a security interest is not
perfected by the filing of a financing statement); 
 (4) Collateral for which the perfection of Liens thereon
requires filings in or other actions under the laws of jurisdictions outside the United States, any State, territory or dependency thereof or the District of Columbia (except to the extent the such filings or other actions have been made or taken);

 (5) goods included in Collateral received by any Person for “sale or return” within the meaning of
Section 2-326 of the UCC of the applicable jurisdiction, to the extent of claims of creditors of such Person; and 
 (6) Proceeds of Accounts, Receivables or Inventory which do not themselves constitute Collateral or which do not constitute identifiable Cash Proceeds or which have not yet been transferred to or
deposited in the Collateral Account (if any). 
 4.4 Name; Jurisdiction of Organization, Etc. On the date hereof, such
Grantor’s exact legal name (as indicated on the public record of such Grantor’s jurisdiction of formation or organization), jurisdiction of organization, organizational identification number, if any, and the location of such Grantor’s
chief executive office or sole place of business are specified on Schedule 4. On the date hereof, each Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or
continuance in any other jurisdiction. Except as otherwise indicated on Schedule 4, the jurisdiction of each such Grantor’s organization of formation is required to maintain a public record showing the Grantor to have been organized or
formed. Except as specified on Schedule 4, it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (if applicable) or its corporate structure in any way (e.g. by merger, consolidation,
change in corporate form or otherwise) within the past five years and has not within the last five years become bound (whether as a result of merger or otherwise) as Grantor under a security agreement entered into by another Person, which has not
heretofore been terminated. Unless otherwise stated on Schedule 4, such Grantor is not a transmitting utility as defined in UCC § 9-102(a)(80). 
 4.5 Inventory and Equipment. (a) On the date hereof, the Inventory and the Equipment are kept at the locations listed on Schedule 5. The provisions of this Section 4.5 shall not
apply to Equipment or Inventory that is in transit, that has been sold (including sales on consignment or approval in the ordinary course of business), that is out for repair, that is at other locations for purposes of onsite maintenance or repair
or to Equipment and Inventory at locations with less than $1,000,000 in aggregate value. 

  
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 (b) None of the Inventory or Equipment is in the possession of an issuer of a negotiable
document (as defined in Section 7-104 of the UCC) therefor or is otherwise in the possession of any bailee or warehouseman. 

4.6 Special Collateral; Excluded Collateral. (a) None of the Collateral constitutes, or is the Proceeds of, (1) Farm
Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care Insurance Receivables, (5) timber to be cut or (6) aircraft engines, satellites, ships or railroad rolling stock 

(b) No Excluded Asset is material to the business of such Grantor other than as set forth on Schedule 7 hereto. 

4.7 Investment Property. (a) Schedule 2 hereto sets forth under the headings “Pledged Stock”, “Pledged
LLC Interests” and “Pledged Partnership Interests” respectively, all of the Pledged Stock, Pledged LLC Interests and Pledged Partnership Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of
issued and outstanding shares of stock, percentage of membership interests or percentage of partnership interests of the respective issuers thereof indicated on such Schedule. Schedule 2 hereto sets forth under the heading “Pledged Debt
Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes representing or evidencing Indebtedness from time to time owed to any Grantor in an aggregate principal amount in excess of $1,000,000 and all of such
Pledged Debt Securities and Pledged Notes have been, in the case of those issued by Affiliates of such Grantor, or, in the case of those issued by Persons that are not Affiliates of such Grantor, to the knowledge of such Grantor have been, duly
authorized, authenticated, issued, and delivered and are the legal, valid and binding obligation of the issuers thereof enforceable in accordance with their terms and are not in default, and in the case of those issued by Affiliates of such Grantor,
constitute all of the issued and outstanding inter-company indebtedness owed from Affiliates evidenced by an instrument or certificated security of the respective issuers thereof owing to such Grantor. Schedule 2 hereto (as such schedule may
be amended from time to time) sets forth under the headings “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” respectively, all of the Securities Accounts, Commodities Accounts and Deposit Accounts,
in each case, with amounts contained therein in excess of $1,000,000, in which each Grantor has an interest. Each Grantor is the sole entitlement holder or customer of each such account, and such Grantor has not consented to, and is not otherwise
aware of, any Person (other than the Agent pursuant hereto or as set forth on Schedule 2 hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the UCC) over, or any other interest in, any such
Securities Account, Commodity Account or Deposit Account or any securities, commodities or other property credited thereto. 

  
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 (b) The shares of Pledged Stock pledged by such Grantor hereunder constitute all of the
issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor other than any such Equity Interests that are Excluded Assets. 
 (c) All the shares of the Pledged Equity Interests have been duly and validly issued and are fully paid and nonassessable. 
 (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in
favor of, or claims of, any other Person, except for the Liens, options or claims created under this Agreement and, in the case of Pledged Equity Interests, non-consensual Liens permitted under Section 8.3 of the Credit Agreement imposed by any
Requirement of Law, and, in the case of all other Collateral, any Liens under Section 8.3 of the Credit Agreement. 
 4.8
Receivables. (a) No amount in excess of $500,000 individually or $1,000,000 in the aggregate payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Tangible Chattel Paper which has not been
delivered to the Agent or constitutes Electronic Chattel Paper that has not been subjected to the control (within the meaning of Section 9-105 of the UCC) of the Agent. 
 (b) None of the Grantors has Receivables in excess of $500,000 individually or $1,000,000 in the aggregate with respect to which the obligor is a Governmental Authority. 

4.9 Intellectual Property. 
 (a) Schedule 6 lists all of the following Intellectual Property, to the extent owned by such Grantor: (i) issued Patents and pending Patent applications, (ii) registered Trademarks and
applications for the registration of Trademarks (other than Internet domain names), and (iii) registered Copyrights and applications to register Copyrights. As of the date hereof, except as set forth on Schedule 6, all such Patents,
Trademarks and Copyrights are recorded in the name of such Grantor. Except as set forth on Schedule 6, such Grantor is the sole and exclusive owner of the entire right, title and interest in and to such Patents, Trademarks and Copyrights,
and, to the knowledge of such Grantor, any other Material Intellectual Property owned by such Grantor, in each case free and clear of all Liens, except for Liens permitted by Section 8.3 of the Credit Agreement. 

  
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 (b) Except as set forth on Schedule 6 and/or as could not reasonably be expected
to have a Material Adverse Effect, all registrations and applications for Patents, Trademarks and Copyrights owned by such Grantor are subsisting and have not been adjudged invalid or unenforceable, in whole or in part, nor, in the case of Patents,
are any issued Patents owned by such Grantor the subject of a reexamination proceeding, and such Grantor has performed all acts and has paid all renewal, maintenance, and other fees required to maintain each and every registration and application of
Copyrights, Patents and Trademarks owned such Grantor constituting Material Intellectual Property in full force and effect. 

(c) Except for those matters which (i) are disclosed on Schedule 6 and/or (ii) could not reasonably be expected to have
a Material Adverse Effect, no action or proceeding is pending, or, to the knowledge of such Grantor, threatened, alleging that such Grantor, or the conduct of such Grantor’s business infringes, misappropriates, dilutes, or otherwise violates
the intellectual property rights of any other Person. Except as set forth on Schedule 6, to the knowledge of such Grantor, no Person is engaging in any activity that infringes, misappropriates, dilutes or violates any Intellectual Property
owned by such Grantor, except for such infringement, misappropriation, dilution or violation that could not reasonably be expected to have a Material Adverse Effect. 
 (d) Schedule 6 lists all exclusive Copyright Licenses held by such Grantor that constitute Material Intellectual Property. 
 (e) Except at could not reasonably be expected to have a Material Adverse Effect, such Grantor has taken commercially reasonable efforts to control the nature and quality of its products sold and its
services rendered under or in connection with its owned Trademarks. 
 (f) Except as could not reasonably be expected to have a
Material Adverse Effect, to the extent required by applicable law and reasonably practicable, such Grantor has been using appropriate statutory notice of registration in connection with its use of its owned registered Trademarks, issued Patents and
registered Copyrights. 
 (g) Except for those matters which (i) are disclosed on Schedule 6 and/or (ii) could
not reasonably be expected to have a Material Adverse Effect, no holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity, enforceability, or scope of,
or such Grantor’s right to register, own or use, any Material Intellectual Property owned by such Grantor or such Grantor’s ownership interest therein, and no such action or proceeding is pending or, to such Grantor’s knowledge,
threatened. 
 (h) Except for those matters which (i) are disclosed on Schedule 6 and/or (ii) could not
reasonably be expected to have a Material Adverse Effect, no settlements or consents, covenants not to sue, coexistence agreements, non-assertion assurances, or releases have been entered into by such Grantor in any manner that adversely impacts
such Grantor’s rights to own, license to others or use any Material 

  
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Intellectual Property owned by such Grantor. Except as could not reasonably be expected to have a Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will
not result in the termination, suspension, limitation or other impairment of any of such Grantor’s rights in its Material Intellectual Property. 
 (i) Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor has taken commercially reasonable efforts to protect the confidentiality of its Trade Secrets constituting
its Material Intellectual Property. 
 4.10 Letter of Credit Rights. No Grantor is a beneficiary or assignee under any
letter of credit with potential value in excess of $1,000,000 other than the letters of credit described on Schedule 8 hereto which Schedule shall be promptly updated by the applicable Grantor from time to time to reflect any additional
letter of credit rights with potential value in excess of $1,000,000 obtained since such schedule was last delivered. 
 4.11
Commercial Tort Claims. No Grantor has any commercial tort claims with a potential value in excess of $1,000,000 other than those described on Schedule 9, which schedule shall be promptly updated by the Grantor and delivered to the
Agent from time to time to reflect any additional commercial tort claims with a potential value in excess of $1,000,000 arising since such schedule was last delivered. 
 4.12 Lease and Services Documents. The right, title and interest of such Grantor in, to and under the Lease and Services Document are not subject to any defenses, offsets, counterclaims or claims
that, in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5. COVENANTS 

Each Grantor covenants and agrees with the Secured Parties that, from and after the date of this Agreement until the Discharge of the Obligations:

 5.1 [Intentionally Omitted]. 
 5.2 Delivery and Control of Instruments, Chattel Paper, Negotiable Documents, Investment Property and Deposit Accounts. 

  
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 (a) If any amount in excess of $1,000,000 payable under or in connection with any of the
Collateral is or shall become evidenced or represented by any Instrument, Certificated Security, Negotiable Document or Tangible Chattel Paper, such Instrument (other than checks received in the ordinary course of business), Certificated Security,
Negotiable Documents or Tangible Chattel Paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement. 

(b) If any of the Collateral with a value in excess of $1,000,000 is or shall become “Electronic Chattel Paper” such Grantor
shall ensure that (i) a single authoritative copy exists which is unique, identifiable, unalterable (except as provided in clauses (iii), (iv) and (v) of this paragraph), (ii) such authoritative copy identifies the Agent as the
assignee and is communicated to and maintained by the Agent or its designee, (iii) copies or revisions that add or change the assignee of the authoritative copy can only be made with the participation of the Agent, (iv) each copy of the
authoritative copy and any copy of a copy is readily identifiable as a copy and not the authoritative copy and (v) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision. 

(c) Each Grantor shall maintain Deposit Accounts (excluding any Deposit Account exclusively used for payroll, payroll taxes and other
employee wage and benefit payments) with a value in excess of $1,000,000 only with financial institutions that have agreed to comply with entitlement orders and instructions issued or originated by the Agent without further consent of such Grantor,
such agreement to be in form and substance reasonably satisfactory to the Agent. 
 5.3 Maintenance of Perfected Security
Interest; Further Documentation. (a) Except with respect to the Specified Assets, and to the extent described in Section 4.3, such Grantor shall take all actions reasonably requested by the Collateral Agent to maintain the security
interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all
Persons whomsoever, subject in each case to such claims or demands permitted by the Credit Agreement and the rights (if any) of such Grantor under the Loan Documents to Dispose of Collateral. 

(b) Such Grantor will furnish to the Agent from time to time in accordance with the terms of this Agreement, statements and schedules
further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Agent may reasonably request, all in reasonable detail. 

  
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 (c) Except with respect to the Specified Assets, at any time and from time to time, upon
the reasonable written request of the Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the
Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements
under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and any other relevant
Collateral, taking any actions necessary to enable the Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto to the extent required thereunder, including without limitation, executing
and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in form and substance reasonably satisfactory to the Agent. 

(d) In the event that a Grantor hereafter acquires any Collateral of a type described in Section 4.6(a) hereof, it shall promptly
notify the Agent in writing and use commercially reasonable efforts to take such actions and execute such documents and make such filings all at such Grantor’s expense as the Agent may reasonably request in order to ensure that the Agent has a
valid, perfected, first priority security interest in such Collateral, subject, in the case of priority only, to any Liens expressly permitted by Section 8.3 of the Credit Agreement. Notwithstanding the foregoing, no Grantor shall be required
to so notify the Agent or to take any such action unless the Collateral is of a value in excess of $1,000,000 or is material to such Grantor’s business. 
 5.4 Changes in Locations, Name, Jurisdiction of Incorporation, etc. Such Grantor will not, except upon 10 days’ prior written notice to the Agent (or such shorter notice
period or subsequent notice period as shall be reasonably satisfactory to the Agent) and delivery to the Agent of duly authorized and, where required, executed copies of all additional financing statements and other documents reasonably requested by
the Agent to maintain the validity, perfection and priority of the security interests provided for herein, without limiting the prohibitions on mergers involving the Grantors contained in the Credit Agreement, change its legal name, jurisdiction of
organization or, in the case of a Grantor that is not a registered organization organized under the law of a state of the United States, the location of its chief executive office or sole place of business, if applicable, from that referred to in
Section 4.4. 

  
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 5.5 Notices. Such Grantor will advise the Agent promptly, in reasonable detail,
of: 
 (a) any Lien (other than any Liens expressly permitted by Section 8.3 of the Credit Agreement) on any of the
Collateral which would adversely affect the ability of the Agent to exercise any of its remedies hereunder; and 
 (b) the
occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby. 

5.6 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership
certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization),
option or rights in respect of the capital stock or other Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Equity
Interests, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Agent in the exact form received, duly endorsed
by such Grantor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms
hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as
additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests
pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Agent, be
delivered to the Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Equity Interests shall be received by such Grantor, such
Grantor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

 (b) Without the prior written consent of the Agent, such consent not to be unreasonably withheld, such Grantor will not
(i) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (ii) without the prior
written consent of the Agent, such consent not to be unreasonably withheld, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC 

  
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Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be
treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause
(ii), such Grantor shall promptly notify the Agent in writing of any such election or action and, in such event, use commercially reasonable efforts to take steps necessary or advisable to establish the Agent’s “control” thereof.

 (c) Each Grantor which is an Issuer, agrees that (i) it will be bound by the terms of this Agreement relating to the
Pledged Equity Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) with
respect to the Pledged Equity Interests issued by it and (iii) the terms of Sections 5.7(c) and 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.7(c) or 6.6
with respect to the Pledged Equity Interests issued by it. 
 5.7 Voting and Other Rights with Respect to Pledged
Securities. (a) Unless (x) a Specified Event of Default shall have occurred and be continuing or (y) the Loans were accelerated pursuant to Section 9.1 of the Credit Agreement, and the Agent shall have given notice to the
relevant Grantor of the Agent’s intent to exercise its corresponding rights pursuant to Section 5.7(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in
respect of the Pledged Notes or Pledged Debt Securities, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Equity Interests; provided, however, that no vote
shall be cast or corporate or other ownership right exercised or other action taken which would materially and adversely impair the Collateral or which would result in any material violation of any provision of the Credit Agreement, this Agreement
or any other Loan Document. 
 (b) If (x) a Specified Event of Default shall occur and be continuing or (y) the Loans
have been accelerated pursuant to Section 9.1 of the Credit Agreement, and the Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors: (i) all rights of each Grantor to exercise or refrain from
exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right, but shall be under
no obligation, to exercise or refrain from exercising such voting and other consensual rights and (ii) the Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Pledged Equity Interests to its name or
the name of its nominee or agent. In addition, 

  
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the Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Pledged Equity Interests for certificates or instruments of
smaller or larger denominations. In order to permit the Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to
receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request and each Grantor
acknowledges that the Agent may utilize the power of attorney set forth herein. 
 (c) Each Grantor hereby authorizes and
instructs each Issuer of any Pledged Equity Interest pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Agent in writing that (x) states that (1) a Specified Event of Default has occurred and
is continuing or (2) the Loans have been accelerated pursuant to Section 9.1 of the Credit Agreement and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and
each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Agent.

 5.8 Receivables. (a) No Grantor will (i) grant any extension of the time of payment of any Receivable
required to be included in Collateral, (ii) compromise or settle any Receivable required to be included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any
Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral;
provided that notwithstanding any of the above, such extensions, compromises, settlements, releases, credits, discounts, amendments, supplements or modifications shall be permitted if (A) they occur in the ordinary course of business (it
being acknowledged that each Grantor in the ordinary course of its business compromises and settles Receivable for significantly less than the full amount thereof and routinely gives significant credits or discounts), (B) they are otherwise
permitted by the Loan Documents, or (C) they (1) would not reasonably be expected to materially adversely affect the value of the Receivable required to be included in Collateral taken as a whole. 

(b) Such Grantor will deliver to the Agent a copy of each material demand, notice or document received by it that questions or calls into
doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. 
 (c) Other
than in the ordinary course of business consistent with its past practice or as could not reasonably be expected to have a Material Adverse Effect, each Grantor shall perform and comply with all of its obligations with respect to the Receivables.


  
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 5.9 Intellectual Property. Except as provided in the Credit Agreement:
(a) Such Grantor will not, (and shall use commercially reasonable efforts to ensure its licensees will not), without the prior written consent of the Agent, discontinue use of any Material Intellectual Property owned by such Grantor, or do any
act or omit to do any act whereby any Material Intellectual Property owned by such Grantor may lapse, become abandoned, cancelled, dedicated to the public, forfeited, or otherwise impaired, or abandon any application or any right to file an
application for a Copyright, Patent, or Trademark constituting Material Intellectual Property owned by such Grantor. 
 (b) Such
Grantor shall take all commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, as applicable, to pursue any application and maintain any registration or
issuance of each Trademark, Patent, and Copyright owned by or, with respect to any registered Copyright exclusively licensed to such Grantor (to the extent permitted by applicable law) and constituting Material Intellectual Property, including, but
not limited to, those applications and registrations listed on Schedule 6. 
 (c) Such Grantor agrees that,
(i) should it obtain an ownership interest in any item of Intellectual Property which is not now a part of the Collateral, (ii) should it obtain an exclusive license to any registered Copyright which is not now a part of the Collateral,
(iii) should it (either by itself or through any agent, employee, licensee, or designee on such Grantor’s behalf) file any application for the registration or issuance of any Intellectual Property with the United States Patent and
Trademark Office, the United States Copyright Office, or any similar office or agency in any other country or in any political subdivision of any of the foregoing, or (iv) should it file a Statement of Use or an Amendment to Allege Use with
respect to any Intent-to-Use Application (collectively, the “After-Acquired Intellectual Property”), then the provisions of Section 3 shall automatically apply thereto, and any such After-Acquired Intellectual Property shall
automatically become part of the Collateral, and it shall give prompt written notice thereof to the Agent in accordance with Section 7.2(a) of the Credit Agreement, and it shall provide the Agent promptly in accordance with Section 7.2(a)
of the Credit Agreement with an amended Schedule 6 hereto and promptly take the actions specified in 5.10(d) with respect thereto. 
 (d) Such Grantor agrees to execute Intellectual Property Security Agreements with respect to any United States issued Patents and Patent applications, any United States registered Trademarks and
applications for the registration of United States Trademarks (except any Intent-to-Use Applications), any United States registered Copyrights and applications to register United States Copyrights, and any Copyright Licenses that grant to such
Grantor any exclusive right in or to any United States 

  
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registered Copyright (collectively, “Perfected IP”), in each case, included in the Collateral as of the date hereof, as well as any Perfected IP constituting After-Acquired Intellectual
Property, in substantially the form of Exhibits C-1, C-2, and C-3 in order to record the security interest granted herein to the Agent for the ratable benefit of the Secured Parties with the United States Patent and Trademark Office and the United
States Copyright Office, as applicable, and such Grantor shall promptly execute and deliver, and have recorded, any and all other agreements, instruments, documents, and papers as the Agent may reasonably request to evidence the Secured
Parties’ security interest in any such Intellectual Property with any other applicable offices, agencies, or Governmental Authorities within the United States. 
 (e) Such Grantor shall use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or may in any way materially
impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any Material Intellectual Property owned by such Grantor under such contracts. 

(f) Such Grantor shall promptly notify the Agent if it knows that any Patent, Trademark or Copyright that is registered or subject to an
application for registration that is Material Intellectual Property owned by such Grantor may become (i) abandoned or dedicated to the public or placed in the public domain, (ii) invalid or unenforceable, (iii) subject to any adverse
determination or development regarding such Grantor’s ownership, registration or use or the validity or enforceability of such Patent, Trademark or Copyright (including the institution of, or any adverse development with respect to, any action
or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court) or (iv) the subject of any reversion or termination rights.

 (g) Such Grantor will (and shall use commercially reasonable efforts to ensure that its licensees will), to the extent it has
determined such notice is necessary and is reasonably practicable, use proper notice of its Patent, Trademark or Copyright rights in connection with the use of any of its owned Material Intellectual Property. 

(h) In the event that any Person initiates, or threatens in writing to initiate, any action or proceeding alleging that such Grantor, or
the conduct of such Grantor’s business, infringes, misappropriates, dilutes, or otherwise violates the intellectual property of any other Person, and such action or proceeding could reasonably be expected to have a Material Adverse Effect, such
Grantor shall promptly notify the Agent after it learns thereof. 

  
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 (i) In the event that any Material Intellectual Property owned by or exclusively
licensed to any Grantor is infringed, misappropriated, diluted or otherwise violated by another Person, such Grantor shall promptly (i) take actions that it considers reasonable under the circumstances to stop such infringement,
misappropriation, dilution or other violation and to protect its rights in such Material Intellectual Property, and (ii) notify the Agent after it learns thereof. 
 (j) Such Grantor shall take such commercially reasonable steps as it determines necessary in its reasonable business judgment to protect the secrecy of all Trade Secrets constituting Material Intellectual
Property, including, without limitation, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents. 

5.10 Government Receivables. If any Grantor shall at any time after the date of this Agreement acquire or become the beneficiary
of Receivables in excess of $5,000,000 in the aggregate in respect of which the account debtor is an Applicable Governmental Authority (as defined below), such Grantor shall (i) promptly thereafter notify the Agent thereof, (ii) provide to
the Agent all such documents and instruments, and take all such actions, as shall be reasonably requested by the Agent to enable the Agent to comply with the requirements of the Federal Assignment of Claims Act or any other Requirement of Law to
perfect its security interest in such Receivables and obtain the benefits of such Act or Law with respect thereto and (iii) otherwise comply with its obligations under Section 5.3(c) with respect thereto. As used in this paragraph, the
term “Applicable Governmental Authority” shall mean any Governmental Authority the law applicable to which provide that, for a creditor of a Person to which such Governmental Authority has an obligation to pay money, whether pursuant to a
Receivable, a General Intangible or otherwise, to perfect such creditor’s Lien on such obligation and/or to obtain the full benefits of such Lien and such Law, certain notice, filing, recording or other similar actions other than the filing of
a financing statement under the UCC must be given, executed, filed, recorded, delivered or completed, including, without limitation, any Federal Governmental Authority to which the Federal Assignment of Claims Act of 1940 is applicable. 

SECTION 6. REMEDIAL PROVISIONS 
 6.1 Certain Matters Relating to Receivables. (a) The Agent shall have the right annually (or, if an Event of Default has occurred and is continuing, at any time) to make test verifications of
the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Agent may require in connection with such test verifications. Annually (or, if an
Event of Default has occurred and is continuing, at any time), upon the Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Agent to furnish to the
Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 

  
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 (b) The Agent hereby authorizes each Grantor to collect such Grantor’s Receivables
and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any
Supporting Obligation, in each case, at its own expense consistent with its reasonable business judgment; provided, however, that the Agent may curtail or terminate said authority at any time after the occurrence and during the
continuance of an Event of Default. If required by the Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any
event, within two Business Days) be deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Agent if required, in a Collateral Account maintained under the sole dominion and control of the Agent, subject to
withdrawal by the Agent for the account of the Secured Parties only as provided in Section 6.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor.
Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 
 (c) If an Event of Default has occurred and is continuing, at the Agent’s request, each Grantor shall deliver to the Agent all original and other documents evidencing, and relating to, the agreements
and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. 
 6.2 Communications with Obligors; Grantors Remain Liable. (a) The Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of
Default communicate with obligors under the Receivables to verify with them to the Agent’s satisfaction the existence, amount and terms of any Receivables. 
 (b) After the occurrence and during the continuance of an Event of Default, the Agent may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable of
the security interest of the Agent therein. In addition, after the occurrence and during the continuance of an Event of Default, the Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the Account
Debtor or counterparty to make all payments under the Receivable directly to the Agent. 
 (c) Anything herein to the contrary
notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise
thereto. No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise 

  
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thereto) by reason of or arising out of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any
of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

 6.3 Proceeds to be Turned Over To Agent. In addition to the rights of the Secured Parties specified in
Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash items shall be held by such Grantor
in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Agent, if
required). All Proceeds received by the Agent hereunder shall be held by the Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Agent in a Collateral Account (or by such Grantor in trust for
the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.4. 

6.4 Application of Proceeds. At such intervals as may be agreed upon by the Borrowers and the Agent (acting with the consent of
the Controlling Parties), or, if an Event of Default shall have occurred and be continuing, at any time at the Agent’s election, the Agent may (and, if directed by the Controlling Parties, shall), notwithstanding the provisions of
Section 4.2 of the Credit Agreement, apply all or any part of the Collateral and/or net Proceeds thereof (after deducting fees and expenses as provided in Section 6.5) realized through the exercise by the Agent of its remedies hereunder,
whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations. The Agent shall apply any such Collateral or Proceeds thereof to be applied in the following order:

 First, to the Agent, to pay incurred and unpaid fees and expenses of the Secured Parties under the Loan Documents;

 Second, to the Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in
respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties; 

  
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 Third, to the Agent, for application by it towards prepayment of the Obligations,
pro rata among the Secured Parties according to the amounts of the Obligations not then due and owing to the Secured Parties; and 
 Fourth, any balance of such Proceeds remaining after a Discharge of the Obligations shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to receive the same. 

Any Proceeds not applied shall be held by the Agent as Collateral. 

In addition, with respect to any proceeds of Insurance received by the Agent, (x) if no Event of Default shall have occurred and be
continuing, such Insurance Proceeds shall be returned to the Grantors if permitted or required by the Credit Agreement and (y) if an Event of Default shall have occurred and be continuing, then such Insurance Proceeds shall be held as
Collateral. 
 6.5 Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Agent, on
behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a
secured party under the UCC (whether or not the UCC applies to the affected Collateral) and its rights under any other applicable law or in equity. Without limiting the generality of the foregoing, if an Event of Default shall occur and be
continuing, the Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each
of which demands, presentments, protests, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to
pre-existing rights and licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of any Secured Party, on the internet or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Agent may store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Agent deems appropriate. Each Secured
Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC, the Agent
shall be entitled to use and 

  
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apply any of the Obligations on a pro rata basis as a credit on account of the purchase price for any Collateral payable by the Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Agent may sell the Collateral without giving any
warranties as to the Collateral. The Agent may specifically disclaim or modify any warranties of title or the like. The foregoing will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor
hereby waives any claims against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Agent
accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Agent’s request, to assemble the Collateral and make it available to the Agent at places which the Agent shall
reasonably select, whether at such Grantor’s premises or elsewhere. The Agent shall have the right to enter onto the property where any Collateral is located without any obligation to pay rent and take possession thereof with or without
judicial process. The Agent shall have no obligation to marshal any of the Collateral. 
 (b) The Agent shall deduct from such
Proceeds all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties
hereunder, including, without limitation, reasonable attorneys’ fees and disbursements. Any net Proceeds remaining after such deductions shall be applied or retained by the Agent in accordance with Section 6.4. 

(c) In the event of any Disposition of any of the Intellectual Property, the goodwill of the business connected with and symbolized by
any Trademarks subject to such Disposition shall be included, and, to the extent required under applicable law, the applicable Grantor shall supply the Agent or its designee with (i) copies of such Grantor’s documents and things embodying
such Grantor’s know-how and expertise, relating to the exploitation of such Intellectual Property, including the manufacture, distribution, advertising and sale of products or the provision of services under such Intellectual Property, and
(ii) copies of such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services. 

  
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 (d) For the purpose of enabling Agent to exercise rights and remedies under this
Section 6.5 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as Agent shall
be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of the Secured Parties, subject to pre-existing rights and licenses, (i) an irrevocable, nonexclusive, and assignable license
(exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks,
to use, practice, license, sublicense, and otherwise exploit any and all Intellectual Property now owned and held or hereafter acquired or created by such Grantor (which license shall include access to all media in which any of the licensed items
may be recorded or stored and to all software and programs used for the compilation or printout thereof to the extent permitted by the terms of applicable licenses) and (ii) an irrevocable license (without payment of rent or other compensation
to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased, or otherwise occupied by such Grantor. 
 6.6 Effect of Securities Laws. (a) Each Grantor recognizes that the Agent may be unable to effect a public sale of any or all the Pledged Equity Interests or the Pledged Debt Securities by
reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay a sale
of any of the Pledged Equity Interests or the Pledged Debt Securities for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even
if such Issuer would agree to do so. 
 (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity Interests or the Pledged Debt Securities pursuant to this Section 6.6 valid and binding and in compliance with any and all other applicable
Requirements of Law. Each Grantor further agrees that a breach of any of the covenants 

  
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contained in this Section 6.6 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence,
that each and every covenant contained in this Section 6.6 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred or a defense of payment. 
 6.7 Deficiency. Each Grantor shall
remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

 6.8 Compliance with FCC Laws. Notwithstanding anything in this Agreement to the contrary, no action shall be taken by
the Agent or the Secured Parties with respect to the foreclosure on, sale, transfer or disposition of, or control of, the Collateral that would constitute or result in any assignment or transfer of control, whether de jure or de facto, of any FCC
License, if such assignment or transfer of control would require under then existing law (including Communications Laws) the prior approval of the FCC, without first obtaining such approval of the FCC. 

SECTION 7. POWER OF ATTORNEY AND FURTHER ASSURANCES 
 7.1 Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby
gives the Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: 
 (i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under
any Receivable required to be included in Collateral hereunder or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the
purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; 

  
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 (ii) except with respect to the Specified IP Assets, in the case of any
Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill
and general intangibles of such Grantor relating thereto or represented thereby; 
 (iii) pay or discharge taxes
and Liens levied or placed on or threatened against the Collateral, effect any repairs or purchase any insurance called for by the terms of the Loan Documents and pay all or any part of the premiums therefor and the costs thereof; 

(iv) execute, in connection with any sale provided for in Section 6.5 or 6.6, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral; 
 (v) (1) direct any party liable for any
payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the
Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such
suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate; (7) subject to preexisting rights and licenses, assign any Copyright, Patent or Trademark owned by such Grantor (along
with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its reasonable discretion determine; and
(8) generally, but subject to preexisting rights and licenses, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Agent were the absolute owner
thereof for all purposes, and do, at the Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and
the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; 

  
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 (vi) prepare draft applications seeking the FCC’s consent to
transfer control of, or assign, FCC Licenses, and provided such applications are certified as accurate and are executed by an officer of the appropriate Grantor, file such applications with the FCC; and 

(vii) to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as
though the Agent were the absolute owner of the Collateral for all purposes; 
 provided, however, that nothing herein contained
shall be construed as requiring or obligating the Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or any other Secured Party, or to present or file
any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Agent or any other
Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Agent or any other Secured Party. It is understood and agreed that
the appointment of the Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its
obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Agent or any other Secured Party to proceed in any particular manner with respect to the Collateral or any part
thereof, or in any way limit the exercise by the Agent or any other Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

 Anything in this Section 7.1(a) to the contrary notwithstanding, the Agent agrees that, except as provided in Section 7.1(b), it
will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. 
 (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement; provided, however, that unless an Event of Default has occurred and is continuing or time is of the essence, the Agent shall not exercise any of the powers in this Section 7.1
without first making demand on the Grantor and the Grantor failing to promptly comply therewith. 

  
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 (c) The reasonable out-of-pocket expenses of the Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Base Rate Loans under the Credit Agreement, from the date of
payment by the Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Agent on demand. 

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers,
authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

7.2 Authorization of Financing Statements. Each Grantor acknowledges that pursuant to Section 9-509(b) of the UCC and any
other applicable law, the Agent is authorized to file or record financing or continuation statements, and amendments thereto, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as
the Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Agent under this Agreement to the extent provided herein. Each Grantor agrees that such financing statements may describe the
collateral in the same manner as described in the Security documents or as “all assets” or “all personal property” of the such Grantor, whether now owned or hereafter existing or acquired by such Grantor or such other description
as the Agent, in its sole judgment, determines is necessary or advisable. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording
in any jurisdiction. 
 7.3 Further Assurances. Each Grantor agrees that from time to time, at the expense of such
Grantor, it shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that the Agent may reasonably request in order to create and/or maintain the validity, perfection
or priority of and protect any security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder in respect of any Collateral. Without limiting the generality of the
foregoing, each Grantor shall: 
 (i) except with respect to the Specified Assets, file such financing or
continuation statements, or amendments thereto, record security interests in Intellectual Property and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable, or as the
Agent may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby; 

  
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 (ii) take all actions necessary to ensure the recordation of appropriate
evidence of the liens and security interest granted hereunder in any Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or issued or in which an application for registration or issuance is
pending, including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office and the various Secretaries of State. For the avoidance of doubt, no Grantor shall be required to take any action in order to
perfect a security interest in any Specified IP Asset; 
 (iii) if an Event of Default has occurred and is
continuing, upon request by the Agent, assemble the Collateral and allow inspection of the Collateral by the Agent or persons designated by the Agent; 
 (iv) at the Agent’s reasonable request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Agent’s interest in all or any part of the Collateral;
and 
 (v) furnish the Agent with such information regarding the Collateral, including, without limitation, the
location thereof, as the Agent may reasonably request from time to time. 
 SECTION 8. THE COLLATERAL AGENT 

8.1 Authority of Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the Agent under this Agreement
with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between
the Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall be conclusively
presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 

(b) The Agent has been appointed to act as Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other
Secured Parties. The Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the
release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the 

  
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Agent shall, after the termination of all Commitments and the payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) under
the Credit Agreement and the other Loan Documents (the “Discharge of Credit Agreement Obligations”), exercise, or refrain from exercising, any remedies provided for herein and otherwise act in accordance with the instructions of the
holders of a majority (the “Majority Holders”) of the sum of (x) the aggregate settlement or termination amount (exclusive of expenses and similar payments but including any early termination payments then due) under all
Specified Hedge Agreements and (y) all amounts payable under Specified Cash Management Agreements (exclusive of expenses and similar payments). For purposes of the foregoing sentence, the settlement or termination value for any hedge that has
not been terminated or closed out at the time of the relevant determination shall be a termination, close-out unwind or equivalent value as calculated by the appropriate swap counterparties and reported to the Agent upon request or, if any such
counterparty does not provide such calculation, such value as shall be determined by the Agent in its sole discretion; provided that any Specified Hedge Agreement with a termination or close-out amount that is a negative number shall be
disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 8.1, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to
realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Agent for the benefit of the Secured Parties in accordance with the terms of
this Section 8.1. The provisions of the Credit Agreement relating to the Agent, including, without limitation, the provisions relating to resignation or removal of the Agent and the powers and duties and immunities of the Agent, are
incorporated herein by this reference and shall survive any termination of the Credit Agreement. To the extent permitted by applicable law, each Secured Party authorizes the Agent to credit bid all or any part of the Obligations held by it.

 8.2 Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar property for its own account. Neither the Agent nor any other Secured Party nor any of
their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the
Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers. The Secured Parties shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, 

  
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employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such
act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconduct in breach of a duty owed to such Grantor.

 8.3 Exculpation of the Agent. (a) The Agent shall not be responsible to any Secured Party for the execution,
effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any Security Document or the validity or perfection of any security interest or for any representations, warranties, recitals or statements made herein
or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Agent to the Secured Parties or by or on behalf of any Secured Party
to the Agent or any Secured Party in connection with the Security Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations,
nor shall the Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Security Documents or as to the existence or possible existence
of any Event of Default or Default or to make any disclosures with respect to the foregoing. 
 (b) Neither the Agent nor any of
its officers, partners, directors, employees or agents shall be liable to the Secured Parties for any action taken or omitted by the Agent under or in connection with any of the Security Documents, except to the extent that any such act or failure
to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconduct in breach of a duty owed to the Secured Parties. The Agent shall
be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the Security Documents or from the exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until the Agent shall have been instructed in respect thereof by the Controlling Parties and, upon such instruction, the Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power,
discretion or authority, in accordance with such written instructions. Without prejudice to the generality of the foregoing, (i) the Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the
Borrowers and their Subsidiaries), accountants, experts and other professional advisors selected by it, and (ii) no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or (where so
instructed) refraining from acting hereunder or under any of the Security Documents in accordance with the Credit Agreement or in the limited circumstances specified in Section 8.1(b) hereof, the Majority Holders. 

  
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 (c) Without limiting the indemnification provisions of the Credit Agreement, each of the
Secured Parties not party to the Credit Agreement severally agrees to indemnify the Agent, to the extent that the Agent shall not have been reimbursed by any Loan Party, for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in exercising its powers, rights
and remedies or performing its duties hereunder or under the Security Documents or otherwise in its capacity as the Agent in any way relating to or arising out of this Agreement or the Security Documents; provided, that no such Secured Party
shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from such Agent’s gross negligence or willful misconduct in breach
of a duty owed to such Secured Party If any indemnity furnished to the Agent for any purpose shall, in the opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. 
 (d) No direction given to the Agent which imposes, or
purports to impose, upon the Agent any obligation not set forth in or arising under this Agreement or any Security Document accepted or entered into by the Agent shall be binding upon the Agent. 

(e) Prior to the Discharge of Credit Agreement Obligations, the Agent may resign in accordance with Section 10.9 of the Credit
Agreement. After the Agent’s resignation in accordance with Section 10.9 of the Credit Agreement, the provisions of Section 8 hereof and of Section 10 of the Credit Agreement, if any, shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon the acceptance of any appointment as the Agent by a successor Agent in accordance with Section 10.9 of the Credit Agreement, the retiring Agent shall
promptly transfer all Collateral within its possession or control to the possession or control of the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of
the Agent in respect of the Collateral to the successor Agent. From and after the Discharge of Credit Agreement Obligations, the Majority Holders shall be entitled to appoint the successor Agent upon the resignation of the Agent. 

  
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 8.4 Delegation of Duties. The Agent may perform any and all of its duties and
exercise its rights and powers under this Agreement or under any Security Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Affiliates. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Article 8 shall apply to any of the Affiliates of the Agent, to any sub-agent of the
Agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities in connection with the transactions contemplated hereby and by the other Security Documents as well as activities as the Agent. Notwithstanding
anything herein to the contrary, each sub-agent appointed by the Agent or Affiliate of the Agent or Affiliate of any such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory
rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Loan Parties and the Secured Parties, and such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) shall not be modified or amended without the consent of such sub-agent or Affiliate acting in such capacity. 

8.5 Foreclosure, etc. No Secured Party shall have any right individually to realize upon any of the Collateral or to
enforce any guarantee of the Obligations except to the extent expressly contemplated by this Agreement or the other Loan Documents, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely
by the Agent on behalf of the Secured Parties in accordance with the terms thereof. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations
provided under the Loan Documents, to have agreed to the foregoing provisions. 
 8.6 Cash Management Banks and Qualified
Counterparties. No Cash Management Bank or Qualified Counterparty that obtains the benefits of the Security Documents or any Collateral by virtue of the provisions of the Credit Agreement or of the Security Documents shall have any right to
notice of any action or to consent to, direct or object to any action under any Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case,
only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 8 to the contrary, the Agent shall not be required to verify 

  
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the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Specified Cash Management Agreements and Specified Hedge Agreements unless the
Agent has received written notice of such Obligations, together with such supporting documentation as the Agent may request, from the applicable Cash Management Bank or Qualified Counterparty, as the case may be. 

SECTION 9. MISCELLANEOUS 
 9.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 of the Credit
Agreement. After the Discharge of Credit Agreement Obligations, the provisions of this Agreement may be waived, amended, supplemented or otherwise modified by a written instrument executed by each Grantor and the Majority Holders. 

9.2 Notices. All notices, requests and demands to or upon the Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 11.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1. 

9.3 No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any act (except by a written instrument
pursuant to Section 9.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part
of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 9.4 Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay or reimburse each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel to each
Secured Party and of counsel to the Agent. 

  
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 (b) Each Grantor agrees to pay, and to save the Secured Parties harmless from, any and
all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Agreement. 
 (c) Each Grantor (including each Borrower) agrees to pay, and to save the
Secured Parties (including all Indemnitees pursuant to Section 11.5 of the Credit Agreement who, by their acceptance of the benefits hereof, agree to be bound by this Agreement) harmless from, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrowers would
be required to indemnify the Agent, the Administrative Agent and the Lenders pursuant to Section 11.5 of the Credit Agreement (it being understood and agreed that the indemnification obligations set forth in this Section 9.4(c) shall apply
to the Secured Parties to the same extent that they apply to the Agent, the Administrative Agent and the Lenders under Section 11.5 of the Credit Agreement). 
 (d) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and the Specified Hedge Agreements and
Specified Cash Management Agreements. 
 9.5 Successors and Assigns. This Agreement shall be binding upon the successors
and assigns of each Grantor and shall inure to the benefit of the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the
prior written consent of the Agent and any such assignment, transfer or delegation without such consent shall be null and void. 

9.6 Set-Off. Each Grantor hereby irrevocably authorizes each Secured Party (other than any Qualified Counterparty or Cash
Management Bank) at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by 

  
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such party to or for the credit or the account of such Grantor, or any part thereof in such amounts as such Secured Party may elect, against and on account of the obligations and liabilities of
such Grantor to such Secured Party hereunder and claims of every nature and description of such Secured Party against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as such
Secured Party may elect, whether or not any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured; provided that such Secured Party (i) if it is a Lender, complies
with Section 11.7 of the Credit Agreement and (ii) if it is not a Lender, turns over to the Agent the value of the set-off and appropriation permitted by this Section 9.6 for application in accordance with Section 6.4. Each such
Secured Party shall notify such Grantor promptly of any such set-off and the application made by such Secured Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application.
The rights of each Secured Party (other than any Qualified Counterparty or Cash Management Bank) under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Secured Party may
have. 
 9.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g.,
“.pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. 
 9.8
Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The
parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions. 
 9.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only
and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

  
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 9.10 Integration/Conflict. This Agreement and the other Loan Documents represent
the entire agreement of the Grantors, the Agent and the other Secured Parties with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof and thereof. There are no promises, undertakings, representations or warranties by any Agent or any other Secured Party relative to the subject matter hereof and thereof not expressly set forth or referred to herein or therein. In the case of
any Equity Interests of an Issuer organized under a jurisdiction other than the United States or any state or other locality thereof, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any
applicable Foreign Security Document which cannot be resolved by both provisions being complied with, the provisions contained in such Foreign Security Document shall govern to the extent of such conflict with respect to such Collateral. 

9.11 GOVERNING LAW. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER
ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING
LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 
 9.12 Submission to Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the courts of the United States for the Southern District of New York sitting in the Borough of Manhattan, and
appellate courts from any thereof; 
 (b) agrees that all claims in respect of any such action or proceeding shall be heard and
determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court; 
 (c)
agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other Loan Document
shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Grantor or any of its assets in the courts of any jurisdiction; 

  
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 (d) consents that any such action or proceeding may be brought in such courts and waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(e) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Agent shall have been notified pursuant thereto; 

(f) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and 

(g) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or
consequential damages. 
 9.13 Acknowledgments. Each Grantor hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it
is a party; and 
 (b) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the
transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties. 
 9.14 Additional
Grantors. Each Subsidiary of any Borrower that is required to become a party to this Agreement pursuant to Section 7.9 of the Credit Agreement shall become a Grantor and Guarantor for all purposes of this Agreement upon execution and
delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. 
 9.15 Releases.
(a) At such time as there has been a Discharge of the Obligations, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the
Agent and each Grantor hereunder shall terminate, all without 

  
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delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such
termination, the Agent shall deliver to such Grantor any Collateral held by the Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 

(b) If any of the Collateral shall be Disposed of by any Grantor in a transaction permitted by the Credit Agreement, then (i) the
Liens created hereby on such Collateral shall automatically be released and (ii) the Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or
desirable for the release of the Liens created hereby on such Collateral. At the sole expense of Holdings, a Subsidiary Guarantor (other than BA and CA) shall be automatically released from its obligations hereunder in the event that all the Equity
Interests of such Subsidiary Guarantor shall be Disposed of in a transaction permitted by the Credit Agreement; provided that Holdings shall deliver to the Agent, within five Business Days (or such longer notice period as shall be reasonably
satisfactory to the Agent) after the date of such release, a certificate by Holdings identifying the relevant Subsidiary Guarantor and stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that the
Proceeds of such Disposition will be applied in accordance therewith. 
 (c) Each Grantor acknowledges that it is not authorized
to file any financing statement (other than financing statements to maintain or continue a perfected security interest to the extent necessary to comply with Section 5.3) or amendment or termination statement with respect to any financing
statement originally filed in connection herewith without the prior written consent of the Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC. 

9.16 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH
OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER 

  
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INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
 9.17 No Fiduciary Duty. Section 11.13 of the Credit Agreement is incorporated herein, mutatis mutandis (to apply to this Agreement rather than to the Credit Agreement). 

9.18 Secured Parties. By accepting the benefits of this Agreement and the Collateral, each of the Secured Parties agrees to be
bound by the terms of the Security Documents and Section 10 of the Credit Agreement (which Section 10 shall be incorporated by reference herein). This Section 9.18 shall survive any termination of the Credit Agreement. 

  
 55 









 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral
Agreement to be duly executed and delivered as of the date first above written. 
  

			
	GRANTORS:
	
	AIRCELL BUSINESS AVIATION SERVICES LLC
		
	By:	 	/s/
		 	Name: Norman                     
		 	Title:   EVP & CFO
	
	GOGO INTERMEDIATE HOLDINGS LLC
		
	By:	 	/s/
		 	Name: Norman                     
		 	Title:   EVP & CFO
	
	GOGO LLC.
		
	By:	 	/s/
		 	Name: Norman                     
		 	Title:   EVP & CFO
	
	AC BIDCO LLC.
		
	By:	 	/s/
		 	Name: Norman                     
		 	Title:   EVP & CFO
	
	AIRCELL INTERNATIONAL, INC.
		
	By:	 	/s/
		 	Name: Norman                     
		 	Title:   EVP & CFO



  
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	AGENT:
	
	MORGAN STANLEY SENIOR FUNDING, INC., as Agent
		
	By:	 	/s/
		 	Name: Steve King
		 	Title:   Authorized Signatory



  
 57 









 Schedule 1 to the 

Guarantee and Collateral Agreement 
 NOTICE ADDRESSES OF GUARANTORS 
  

			
	 Guarantor
	  	 Notice Address

	 Aircell Business Aviation Services LLC
	  	 1250 N. Arlington Heights Road
 Itasca, IL 60143

		
	 Gogo LLC
	  	 1250 N. Arlington Heights Road
 Itasca, IL 60143

		
	 AC BidCo LLC
	  	 1250 N. Arlington Heights Road
 Itasca, IL 60143

		
	 Gogo Intermediate Holdings LLC
	  	 1250 N. Arlington Heights Road
 Itasca, IL 60143

		
	 AirCell International, Inc.
	  	 1250 N. Arlington Heights Road
 Itasca, IL 60143



  
 58 









 Schedule 2 to the 

Guarantee and Collateral Agreement 
 DESCRIPTION OF PLEDGED INVESTMENT PROPERTY 
 Pledged Stock: 

 

													
	 Grantor
	  	 Issuer
	  	
Issuer’s Jurisdiction
Under New York UCC
Section 9- 305(a)(2)
	  	 Class of Stock
	  	 Stock Certificate No.
	  	 Percentage of
Shares
	  	 No. of Shares

	 Gogo LLC
	  	AirCell International, Inc.	  	Colorado	  	Common	  	C-1	  	100%	  	1,000

 Pledged Notes: 
  

							
	 Grantor
	  	 Issuer
	  	 Payee
	  	 Principal Amount

	 None
	  		  		  	

 Pledged Debt Securities: 
  

									
	 Grantor
	  	 Issuer
	  	 Issuer’s Jurisdiction Under
New York UCC Section 9-305(a)(2)
	  	 Payee
	  	 Principal Amount

	 None
	  		  		  		  	

 Pledged Security Entitlements: 
  

											
	 Grantor
	  	 Issuer of Financial Asset
	  	 Description of Financial Asset
	  	 Securities Intermediary (Name and Address)
	  	 Securities Account
(Number and Location)
	  	 Securities Intermediary’s Jurisdiction Under New York
UCC Section 9-305(a)(3)

	 None
	  		  		  		  		  	


  
 2-1










 Page 

 

 Pledged Commodity Contracts: 

 

									
	 Grantor
	  	 Description of Commodity Contract
	  	 Commodity Intermediary (Name and Address)
	  	 Commodity Account
(Number and Location)
	  	 Commodity Intermediary’s
Jurisdiction Under New York UCC Section 9-305(a)(4)

	 None
	  		  		  		  	

 Pledged Partnership Interests: 
  

											
	 Grantor
	  	 Issuer
	  	 Type of Partnership Interest (e.g., General
or Limited)
	  	 Certificated (Y/N)
	  	 Certificate No. (if any)
	  	 % of Outstanding Partnership Interests of the
Partnership

	 None
	  		  		  		  		  	

 Pledged LLC Interests: 
  

											
	 Grantor
	  	 Issuer
	  	 Certificated (Y/N)
	  	 Certificate No. (if any)
	  	 No. of Pledged Units
	  	 % of Outstanding LLC Interests of the
Issuer

	 Gogo Intermediate Holdings LLC
	  	Aircell Business Aviation Services LLC	  	N	  	N/A	  	100	  	100%
						
	 Gogo Intermediate Holdings LLC
	  	Gogo LLC	  	N	  	N/A	  	100	  	100%
						
	 Gogo Intermediate Holdings LLC
	  	AC BidCo LLC	  	N	  	N/A	  	100	  	100%


  
 2-2










 Page 

 

 Other Pledged Equity Interests: 

 

											
	 Grantor
	  	 Issuer
	  	 Class of Equity Interests
	  	 Certificated (Y/N)
	  	 Certificate No. (if any)
	  	 % of Outstanding Equity Interests of the
Issuer

	 None
	  		  		  		  		  	

 Deposit Accounts: 
  

									
	 Grantor
	  	Name of Depositary Bank	  	 	Account Number	  	  	Account Name
	 Aircell Business Aviation Services LLC
	  	U.S. Bank	  	 	103690172665	  	  	Deposit Account
	 Gogo LLC
	  	U.S. Bank	  	 	194310714846	  	  	Deposit Account
				
	Securities Accounts:	  		  				  	
				
	 Grantor
	  	Name of Financial Institution	  	 	Account Number	  	  	Account Name
	 Aircell Business Aviation Services LLC
	  	U.S. Bank	  	 	508000040	  	  	Investment account
				
	Accounts Controlled by Third Parties:	  		  				  	
				
	 Grantor
	  	Name of Controlling Third
Party	  	 	Account Number	  	  	Account Name
	 Gogo LLC
	  	U.S. Bank	  	 	434000908	  	  	Investment account
	 Gogo LLC
	  	The Bank of Nova Scotia	  	 	434000908	  	  	Investment account
	 Gogo LLC
	  	The Bank of Nova Scotia	  	 	194310714846	  	  	Deposit Account
	 Aircell Business Aviation Services LLC
	  	The Bank of Nova Scotia	  	 	103690172665	  	  	Deposit Account


  
 2-3









 Schedule 3 to the 

Guarantee and Collateral Agreement 
 FILINGS AND OTHER ACTIONS 
 REQUIRED TO PERFECT SECURITY INTERESTS 

Uniform Commercial Code Filings 
  

							
	 Entity
	  	 Filing
	  	 State
	  	 Filing Office

	 Gogo Intermediate Holdings LLC
	  	UCC-1 Financing Statement	  	Delaware	  	Secretary of State
				
	 Aircell Business Services Aviation LLC
	  	UCC-1 Financing Statement	  	Delaware	  	Secretary of State
				
	 Gogo LLC
	  	UCC-1 Financing Statement	  	Delaware	  	Secretary of State
				
	 AC BidCo LLC
	  	UCC-1 Financing Statement	  	Delaware	  	Secretary of State
				
	 AirCell International, Inc.
	  	UCC-1 Financing Statement	  	Colorado	  	Secretary of State

 United States Copyright, Patent and Trademark Filings 
 File the following agreements with the United States Patent and Trademark Office: 
  

	 	•	 	 Trademark Security Agreement, dated as of June 21, 2012, by Gogo LLC in favor of Morgan Stanley Senior Funding, Inc., as Collateral Agent for the
Secured Parties 


  

	 	•	 	 Trademark Security Agreement, dated as of June 21, 2012, by Aircell Business Aviation Services LLC in favor of Morgan Stanley Senior Funding,
Inc., as Collateral Agent for the Secured Parties 


  

	 	•	 	 Patent Security Agreement, dated as of June 21, 2012, by Gogo LLC in favor of Morgan Stanley Senior Funding, Inc., as Collateral Agent for the
Secured Parties 


 Actions with respect to Investment Property and Deposit Accounts 

 

	 	•	 	 Delivery of AirCell International, Inc. stock certificate no. C-1 to Morgan Stanley Senior Funding, Inc. as Collateral Agent for the benefit of the
Secured Parties. 



  
 3-1










 Page 

 


	 	•	 	 Delivery of Intercompany Note, dated June 21, 2012, and Endorsement, dated June 21, 2012, by Gogo Intermediate Holdings LLC, Aircell Business
Aviation Services LLC, Gogo LLC, AC BidCo LLC and AirCell International, Inc. to Morgan Stanley Senior Funding, Inc. 


  

	 	•	 	 Gogo LLC will enter into a Blocked Account Control Agreement, by and among Gogo LLC, Morgan Stanley Senior Funding, Inc. and U.S. Bank National
Association, with respect to Deposit Account No. 194310714846 


  

	 	•	 	 Aircell Business Aviation Services LLC will enter into a Blocked Account Control Agreement, by and among Aircell Business Aviation Services LLC, Morgan
Stanley Senior Funding, Inc. and U.S. Bank National Association, with respect to Deposit Account No. 103690172665. 


  

	 	•	 	 Aircell Business Aviation Services LLC will enter into a Notice to Securities Intermediary and Control Agreement, by and among Aircell Business
Aviation Services LLC, Morgan Stanley Senior Funding, Inc. and U.S. Bank National Association, with respect to Investment Account No. 508000040. 


 Other Actions 
  

	 	•	 	 With respect to any Collateral in which a security interest cannot be perfected under Article 9 of the UCC, such actions as may be required to perfect
the security interest in such Collateral. 


  

	 	•	 	 Use commercially reasonable efforts to enter into Mortgages by and between the applicable Grantor and Morgan Stanley Senior Funding, Inc. as Collateral
Agent for the Secured Parties with respect to the following properties: 


  

			
	 Grantor
	  	 Address/City/State/Zip Code

		
	 Gogo LLC
	  	 303 Technology Ct. Bldg. A

Broomfield, CO 80021

		
	 Aircell Business Aviation Services LLC
	  	 11001 W. 120th Ave.

Broomfield, CO 80021

		
	 Gogo LLC
	  	 11947 Hangar Ct
 Broomfield,
CO 80021

		
	 Gogo LLC
	  	 1250 N. Arlington Heights Road
 Itasca, IL 60143

		
	 Gogo LLC
	  	 814 Thorndale Ave

Bensenville, IL 60106

		
	 Gogo LLC
	  	 43 W 514 US Rt. 30
 Sugar
Grove, IL 60554

		
	 Gogo LLC
	  	 1000 Commerce Drive
 Oak
Brook, IL 60523

		
	 Gogo LLC
	  	 3431 Windsor Drive
 Aurora,
CO 80011



  
 3-2









 Schedule 4 to the 

Guarantee and Collateral Agreement 
 EXACT LEGAL NAME, JURISDICTION OF ORGANIZATION, LOCATION OF CHIEF EXECUTIVE 
 OFFICE
OR SOLE PLACE OF BUSINESS (IF APPLICABLE) AND ORGANIZATIONAL ID 
  

							
	 Exact Legal Name
	  	 Jurisdiction of

Organization
	  	 Organizational I.D.
	  	 Chief Executive Office

or Sole Place of

Business

	 Aircell Business
Aviation Services LLC
	  	Delaware	  	4541118	  	 1250 N. Arlington
 Heights Rd.,
Itasca, IL
 60143

				
	 Gogo Intermediate
Holdings LLC
	  	Delaware	  	5156649	  	 1250 N. Arlington
 Heights Rd.,
Itasca, IL
 60143

				
	 Gogo LLC
	  	Delaware	  	2692227	  	 1250 N. Arlington
 Heights Rd.,
Itasca, IL
 60143

				
	 AC BidCo LLC
	  	Delaware	  	4128793	  	 1250 N. Arlington
 Heights Rd.,
Itasca, IL
 60143

				
	 AirCell International, Inc.
	  	Colorado	  	20051431228	  	 1250 N. Arlington
 Heights Rd.,
Itasca, IL
 60143



  
 4-1









 Schedule 5 to the 

Guarantee and Collateral Agreement 
 LOCATION OF INVENTORY AND EQUIPMENT 
  

			
	 Grantor
	  	 Locations

	Aircell Business Aviation Services LLC	  	EMS Aviation, 121 Whittendale Drive, Suite A, Moorestown, NJ 08057
		
	Gogo LLC	  	303 Technology Ct. Bldg. A, Broomfield, CO 80021
		
	Gogo LLC	  	814 Thorndale Ave., Bensenville, IL 60106

 Airborne equipment to which Gogo LLC has title: 

 

			
	 Grantor
	  	 Airline

	Gogo LLC	  	AirTran Airways
		
	Gogo LLC	  	American Airlines, Inc.
		
	Gogo LLC	  	Delta Air Lines, Inc.


  
 5-1









 Schedule 6 to the 

Guarantee and Collateral Agreement 
 COPYRIGHTS 
 NONE. 
 PATENTS 
 Gogo LLC—U.S. Issued Patents 

 

									
	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY POLARIZATIONS
	  	11/590,146	  	10/31/2006	  	8,145,208	  	03/27/2012
					
	 NONTERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION
 NETWORK
	  	08/709,417	  	09/06/1996	  	5,878,346	  	03/02/1999
					
	 MULTIDIMENSIONAL CELLULAR
 MOBILE TELECOMMUNICATION
 SYSTEM
	  	08/692,837	  	08/02/1996	  	5,884,166	  	03/16/1999
					
	 NONTERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION
 SYSTEM
	  	08/713,613	  	09/13/1996	  	5,832,380	  	11/03/1998









 Page 

 


									
	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 ANTENNA FOR NONTERRESTRIAL
 MOBILE TELECOMMUNICATION
 SYSTEM
	  	08/709,264	  	09/06/1996	  	5,878,345	  	03/02/1999
					
	 NON-TERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION
 STATION
	  	08/960,183	  	10/29/1997	  	6,108,539	  	08/22/2000
					
	 MOBILE TELECOMMUNICATIONS
 FOR AIRCRAFT AND LAND BASED
 VEHICLES
	  	07/847,920	  	03/06/1992	  	5,557,656	  	09/17/1996
					
	 CELLULAR WEATHER INFORMATION
 SYSTEM FOR AIRCRAFT
	  	08/415,724	  	04/03/1995	  	5,757,322	  	05/26/1998
					
	MOBILE COMMUNICATIONS	  	08/701,837	  	08/23/1996	  	5,960,343	  	09/28/1999
					
	 METHOD AND APPARATUS FOR
 REDUCING INTERFERENCE AMONG
 CELLULAR TELEPHONE SIGNALS
	  	08/027,333	  	03/08/1993	  	5,444,762	  	08/22/1995
					
	 UBIQUITOUS MOBILE SUBSCRIBER
 STATION
	  	09/379,825	  	08/24/1999	  	6,408,180	  	06/18/2002


  
 B-2










 Page 

 


									
	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 AIRCRAFT-BASED NETWORK FOR
 WIRELESS SUBSCRIBER STATIONS
	  	09/686,923	  	10/11/2000	  	6,788,935	  	09/07/2004
					
	 SIGNAL TRANSLATING REPEATER
 FOR ENABLING A TERRESTRIAL
 MOBILE SUBSCRIBER STATION TO BE

OPERABLE IN A NON- TERRESTRIAL
 ENVIRONMENT
	  	10/152,870	  	05/20/2002	  	6,650,898	  	11/18/2003
					
	 SIGNAL TRANSLATING REPEATER
 FOR ENABLING A TERRESTRIAL
 MOBILE SUBSCRIBER STATION TO BE

OPERABLE IN A NON-TERRESTRIAL
 ENVIRONMENT
	  	10/173,488	  	06/17/2002	  	6,725,035	  	04/20/2004
					
	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR NETWORKS
 AND THE PUBLIC SWITCHED
 TELEPHONE NETWORK
	  	10/730,329	  	12/07/2003	  	7,113,780	  	09/26/2006
					
	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR NETWORKS
 AND THE PUBLIC SWITCHED
 TELEPHONE NETWORK
	  	11/492,545	  	07/24/2006	  	7,751,815	  	07/06/2010


  
 B-3










 Page 

 


									
	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 SIP CLIENT-BASED LOCAL NUMBER
 PORTABILITY THROUGH AN
 AIRCRAFT AIR-TO-GROUND LINK
	  	12/423,555	  	04/14/2009	  	8,073,443	  	12/06/2011
					
	 OVERLAPPING SPECTRUM
 CELLULAR COMMUNICATION
 NETWORKS
	  	10/756,491	  	01/13/2004	  	7,062,268	  	06/13/2006
					
	 AIR-TO-GROUND CELLULAR
 NETWORK FOR DECK-TO-DECK CALL
 COVERAGE
	  	11/240,975	  	09/30/2005	  	7,640,016	  	12/29/2009
					
	 SYSTEM FOR MANAGING CALL
 HANDOFFS BETWEEN AN AIRCRAFT
 AND MULTIPLE CELL SITES
	  	11/241,109	  	09/30/2005	  	7,107,062	  	09/12/2006
					
	 SYSTEM FOR MANAGING CALL
 HANDOFFS BETWEEN AN AIRCRAFT
 AND MULTIPLE CELL SITES
	  	11/414,873	  	05/01/2006	  	7,751,814	  	07/06/2010
					
	 VIRTUAL PRIVATE NETWORK FOR
 CELLULAR COMMUNICATIONS
	  	09/961,647	  	09/24/2001	  	6,885,864	  	04/26/2005
					
	 DOPPLER INSENSITIVE NON-
 TERRESTRIAL DIGITAL CELLULAR
 COMMUNICATIONS NETWORK
	  	09/460,043	  	12/13/1999	  	6,377,802	  	04/23/2002


  
 B-4










 Page 

 


									
	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 WIRELESS RADIO PACKET
 SWITCHING NETWORK
	  	08/207,015	  	03/04/1994	  	5,473,602	  	12/05/1995
					
	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH AIRCRAFT
 IN AN AIR-TO- GROUND CELLULAR
 COMMUNICATION NETWORK
	  	11/590,709	  	10/31/2006	  	7,920,860	  	04/05/2011
					
	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC CONTENT FOR
 DELIVERY TO A PASSENGER IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	12/021,125	  	01/28/2008	  	8,078,163	  	12/13/2011
					
	 SYSTEM FOR HANDOFF OF
 AIRCRAFT-BASED CONTENT
 DELIVERY TO ENABLE PASSENGERS

TO RECEIVE THE REMAINDER OF A
 SELECTED CONTENT FROM A
 TERRESTRIAL LOCATION
	  	12/021,133	  	01/28/2008	  	7,702,328	  	04/20/2010
					
	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC SERVICES FOR
 DELIVERY TO A PASSENGER IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	12/021,169	  	01/28/2008	  	8,068,829	  	11/29/2011


  
 B-5










 Page 

 


									
	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED EMERGENCY
 SERVICES CALL IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	12/182,834	  	07/30/2008	  	8,060,083	  	11/15/2011
					
	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED INTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	12/060,662	  	04/01/2008	  	8,081,969	  	12/20/2011
					
	 SYSTEM FOR CREATING AN AIR-TO-
 GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	12/060,674	  	04/01/2008	  	8,081,968	  	12/20/2011
					
	 SYSTEM FOR MANAGING VOICE
 OVER INTERNET PROTOCOL
 COMMUNICATIONS IN A NETWORK
	  	12/029,298	  	02/11/2008	  	8,185,040	  	05/22/2012


  
 B-6










 Page 

 

 U.S. Patent Applications 

 

									
	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 MULTI-LINK AIRCRAFT CELLULAR
 SYSTEM FOR SIMULTANEOUS
 COMMUNICATION WITH MULTIPLE

TERRESTRIAL CELL SITES
	  	11/590,379	  	10/31/2006	  	2008/0102813	  	05/01/2008
					
	 SYSTEM FOR MANAGING MOBILE
 INTERNET PROTOCOL ADDRESSES IN
 AN AIRBORNE WIRELESS

CELLECULAR NETWORK
	  	12/060,645	  	04/01/2008	  	2008/0182573	  	07/31/2008
					
	 SYSTEM FOR PROVIDING HIGH SPEED
 COMMUNICATIONS SERVICE IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK
	  	12/137,995	  	06/12/2008	  	2008/0274734	  	11/16/2008
					
	 TRAFFIC SCHEDULING SYSTEM FOR
 WIRELESS COMMUNICATIONS
	  	13/009,579	  	01/19/2011	  	2011/0116373	  	05/19/2011
					
	 DIFFERENTIATED SERVICES CODE
 POINT MIRRORING FOR WIRELESS
 COMMUNICATIONS
	  	13/009,687	  	01/19/2011	  	2011/0268096	  	11/03/2011


  
 B-7










 Page 

 


									
	 DIFFERENTIATED SERVICES CODE
 POINT MIRRORING FOR WIRELESS
 COMMUNICATIONS
	  	13/107,823	  	05/13/2011	  	2011/0286331	  	11/24/2011
					
	 SPECTRUM SHARING BETWEEN AN
 AIRCRAFT-BASED AIR-TO- GROUND
 COMMUNICATION SYSTEM AND

EXISTING GEOSTATIONARY
 SATELLITE SERVICES
	  	13/172,539	  	06/29/2011	  	2011/0263199	  	10/27/2011
					
	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED EMERGENCY
 SERVICES CALL IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	13/224,564	  	09/02/2011	  	2011/0319049	  	12/29/2011
					
	 SYSTEM FOR CREATING AN AIR-TO-
 GROUND IP TUNNEL IN AN AIRBORNE
 WIRELESS CELLULAR NETWORK TO

DIFFERENTIATE INDIVIDUAL
 PASSENGERS
	  	13/227,634	  	09/08/2011	  	2011/0320576	  	12/29/2011


  
 B-8









 Gogo LLC—Issued Foreign Patents 

 

											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Patent No.	  	Issue Date
	 013207.0110PTAU
	  	 CONTROL CHANNEL FOR NON-
 TERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION

STATION
	  		  	08/25/1997	  	71 7,770	  	07/13/2000
						
	 013207.0110PTCA
	  	 CONTROL CHANNEL FOR NON-
 TERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION

STATION
	  		  	08/25/1997	  	2,263,442	  	01/20/2004
						
	 013207.0110PTMX
	  	 CONTROL CHANNEL FOR NON-
 TERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION

STATION
	  		  	08/25/1997	  	219,366	  	03/11/2004
						
	 013207.0121PTAU
	  	 MULTIDIMENSIONAL CELLULAR
 MOBILE TELECOMMUNICATION
 SYSTEM
	  		  	08/01/1997	  	717,530	  	07/13/2000
						
	 013207.0121PTCA
	  	 MULTIDIMENSIONAL CELLULAR
 MOBILE TELECOMMUNICATION
 SYSTEM
	  		  	08/01/1997	  	2,262,488	  	10/14/2003
						
	 013207.0121PTMX
	  	 MULTIDIMENSIONAL CELLULAR
 MOBILE TELECOMMUNICATION
 SYSTEM
	  		  	08/01/1997	  	234,439	  	02/13/2006
						
	 013207.0132PTAU
	  	 CONTROL CHANNEL FOR
 NONTERRESTRIAL CELLULAR
 MOBILE

TELECOMMMUNICATION

STATION
	  		  	09/12/1997	  	717,446	  	07/06/2000
						
	 013207.0132PTCA
	  	 CONTROL CHANNEL FOR
 NONTERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION

STATION
	  		  	09/12/1997	  	2,263,419	  	11/18/2003
						
	 013207.0132PTMX
	  	 CONTROL CHANNEL FOR
 NONTERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION

STATION
	  		  	09/12/1997	  	234,438	  	02/13/2006
						
	 013207.0143PTAU
	  	 ANTENNA FOR
 NONTERRESTRIAL MOBILE
 TELECOMMUNICATION SYSTEM
	  		  	08/25/1997	  	721,017	  	10/05/2000


  
 B-1










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Patent No.	  	Issue Date
	 013207.0143PTCA
	  	 ANTENNA FOR
 NONTERRESTRIAL MOBILE
 TELECOMMUNICATION SYSTEM
	  				  	08/25/1997	  	2,263,422	  	10/28/2003
						
	 013207.0143PTMX
	  	 ANTENNA FOR
 NONTERRESTRIAL MOBILE TELECOMMUNICATION SYSTEM
	  				  	08/25/1997	  	219,365	  	03/11/2004
						
	 013207.0156PTCA
	  	 NON-TERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION
 STATION
	  				  	10/05/1998	  	2,301,903	  	11/28/2006
						
	 013207.0156PTMX
	  	 NON-TERRESTRIAL CELLULAR
 MOBILE TELECOMMUNICATION
 STATION
	  				  	10/05/1998	  	242,901	  	12/20/2006
						
	 013207.0164C1CA
	  	 AIRCRAFT-BASED NETWORK FOR
 WIRELESS SUBSCRIBER
 STATIONS
	  				  	10/10/2001	  	2,358,608	  	08/01/2006
						
	 013207.0164PTCA
	  	 MOBILE SUBSCRIBER STATION
 FOR TERRESTRIAL AND NON-
 TERRESTRIAL COMMUNICATION
	  				  	08/09/2000	  	2,346,476	  	02/13/2007
						
	 013207.0164C1MX
	  	 AIRCRAFT-BASED NETWORK FOR
 WIRELESS SUBSCRIBER
 STATIONS
	  				  	10/11/2001	  	238,452	  	07/05/2006
						
	 013207.0164PTMX
	  	 UBIQUITOUS MOBILE
 SUBSCRIBER STATION
	  				  	08/09/2000	  	228,238	  	06/03/2005
						
	 013207.0164C5AU
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  				  	11/23/2004	  	2004304908	  	03/19/2009
						
	 013207.0164C5IN
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	 	2468/CHENP/06	  	  	02/04/2010	  	238432	  	02/04/2010


  
 B-2










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Patent No.	  	Issue Date
	 013207.0164C5MX
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  				  	02/09/2009	  	264,450	  	02/09/2010
						
	 013207.0164C6MX
	  	 OVERLAPPING SPECTRUM
 CELLULAR COMMUNICATION
 NETWORKS
	  				  	02/26/2009	  	264,769	  	
						
	 013207.0178PTCA
	  	 A METHOD OF OPERATING A
 RADIO BASED PACKET
 SWITCHED COMMUNICATIONS

NETWORK
	  				  	03/01/1995	  	2,184,817	  	11/20/2001
						
	 013207.0240PTAU
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL SITES
	  				  	09/17/2007	  	2007313939	  	10/27/2011
						
	 013207.0241PTAU
	  	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY

POLARIZATIONS
	  	 	2007313940	  	  	05/27/2009	  	2007313940	  	10/20/2011
						
	 013207.0242PTAU
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  				  	05/27/2009	  	2007313941	  	12/15/2011
						
	 013207.0164C5EP
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	 	04812004.2	  	  	11/23/2004	  	1695457	  	04/11/2012


  
 B-3










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Patent No.	  	Issue Date
	 013207.0242PTJP
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  	 	2009-535376	  	  	04/30/2009	  	4891409	  	12/22/2011
	
	 Gogo LLC - Foreign Patent Applications

 

	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0164C5D1AU
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	 	2008246257	  	  	11/20/2008	  	Journal	  	01/20/11
						
	 013207.0164C5CA
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	 	2548319	  	  	11/23/2004	  	2548319	  	07/07/05
						
	 013207.0164C5CN
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	 	0480041374.2	  	  	11/23/2004	  	1914829	  	02/14/2007
						
	 013207.0164C5FR
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	 	04812004.2	  	  	11/23/2004	  	1695457	  	08/30/2006


  
 B-4










 Page 

 


											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0164C5DE
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006
						
	 013207.0164C5HK
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	07101754.7	  	02/14/2007	  	1094627A	  	04/04/2007
						
	 013207.0164C5IS
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006
						
	 013207.0164C5IE
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006
						
	 013207.0164C5 D1JP
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	2010-030468	  	02/15/2010	  	2010-213266	  	09/24/2010
						
	 013207.0164C5ES
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006


  
 B-5










 Page 

 


											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	013207.0164C5SE	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006
						
	 013207.0164C5TR
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006
						
	 013207.0164C5GB
	  	 SYSTEM FOR INTEGRATING AN
 AIRBORNE WIRELESS CELLULAR
 NETWORK WITH TERRESTRIAL

WIRELESS CELLULAR

NETWORKS AND THE PUBLIC
 SWITCHED TELEPHONE
 NETWORK
	  	04812004.2	  	11/23/2004	  	1695457	  	08/30/2006
						
	 013207.0164C6CA
	  	 OVERLAPPING SPECTRUM
 CELLULAR COMMUNICATION
 NETWORKS
	  	2552300	  	01/06/2005	  	2552300	  	08/04/2005
						
	 013207.0240PTCA
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	2667331	  	04/23/2009	  	2667331	  	Unknown
						
	 013207.0240PTCN
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	200780040582.4	  	04/30/2009	  	 CN
 101536565A
	  	09/16/09
						
	 013207.0240PTEP
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	07842607.9	  	04/01/2009	  	2103153	  	11/23/2009


  
 B-6










 Page 

 


											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	013207.0240PTHK	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	10102028.0	  	02/26/2010	  	1136138A	  	06/18/2010
						
	 013207.0240PTIN
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	2952/CHENP/78640	  	05/27/2009	  		  	
						
	 013207.0240PTJP
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	2009-535374	  	04/29/2009	  	2010-508771	  	03/18/2010
						
	 013207.0240PTMX
	  	 MULTI-LINK AIRCRAFT
 CELLULAR SYSTEM FOR
 SIMULTANEOUS

COMMUNICATION WITH

MULTIPLE TERRESTRIAL CELL
 SITES
	  	2009/004818	  	04/30/2009	  		  	
						
	 013207.0241PTCA
	  	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY

POLARIZATIONS
	  	2667370	  	04/23/2009	  	2667370	  	Unknown
						
	 013207.0241PTCN
	  	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY

POLARIZATIONS
	  	200780040683.1	  	04/30/2009	  	CN 101536360A	  	09/16/2009


  
 B-7










 Page 

 


											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	013207.0241PTEP	  	 AIR-TO-GROUND CELLULAR COMMUNICATION NETWORK

TERRESTRIAL BASE STATION
 HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING

RADIO FREQUENCY

POLARIZATIONS
	  	07842610.3	  	04/01/2009	  	2078349	  	07/15/2009
						
	 013207.0241PTHK
	  	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY

POLARIZATIONS
	  	10102027.1	  	02/26/2010	  	1136102A	  	06/18/2010
						
	 013207.0241PTIN
	  	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY

POLARIZATIONS
	  	2950/CHENP/2009	  	05/27/2009	  		  	
						
	 013207.0241PTJP
	  	 AIR-TO-GROUND CELLULAR
 COMMUNICATION NETWORK
 TERRESTRIAL BASE STATION

HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING
 RADIO FREQUENCY

POLARIZATIONS
	  	2009-535375	  	04/30/2009	  	2010-508772	  	03/18/2010
						
	 013207.0241PTMX
	  	 AIR-TO-GROUND CELLULAR COMMUNICATION NETWORK

TERRESTRIAL BASE STATION
 HAVING MULTI-DIMENSIONAL
 SECTORS WITH ALTERNATING

RADIO FREQUENCY

POLARIZATIONS
	  	2009/004812	  	04/30/2009	  		  	
						
	 013207.0242PTCA
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND COMMUNICATIONS LINKS
 ORIGINATING FROM EACH

AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR
 COMMUNICATION NETWORK
	  	2667373	  	04/23/2009	  	2667373	  	Unknown


  
 B-8










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0242PTCN
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  	 	200780040626.3	  	  	04/30/2009	  	CN 101536566A	  	09/16/2009
						
	 013207.0242PTEP
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  	 	07842612.9	  	  	04/01/2009	  	2078431	  	07/15/2009
						
	 013207.0242PTHK
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  	 	010102024.4	  	  	02/26/2010	  	1136137A	  	06/18/10
						
	 013207.0242PTIN
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  	 	2970/CHENP/2009	  	  	05/27/2009	  		  	
						
	 013207.0242PTMX
	  	 SYSTEM FOR MANAGING THE
 MULTIPLE AIR-TO-GROUND
 COMMUNICATIONS LINKS

ORIGINATING FROM EACH
 AIRCRAFT IN AN AIR-TO-
 GROUND CELLULAR

COMMUNICATION NETWORK
	  	 	2009/004816	  	  	04/29/2009	  		  	
						
	 013207.0243PTCA
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC CONTENT FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	2713398	  	  	07/28/2010	  	2713398	  	Unknown


  
 B-9










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0243PTCN
	  	 CUSTOMIZING CONTENT FOR
 DELIVERY TO A PASSENGER IN
 AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	200880125769.9	  	  	07/27/2010	  	CN101971160A	  	02/09/2011
						
	 013207.0243PTEP
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC CONTENT FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	08871942.2	  	  	08/10/2010	  	2250574	  	11/17/2010
						
	 013207.0243PTIN
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC CONTENT FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	5230/CHENP/2010	  	  	08/23/2010	  		  	
						
	 013207.0251PTCA
	  	 SYSTEM FOR HANDOFF OF
 AIRCRAFT-BASED CONTENT
 DELIVERY TO ENABLE

PASSENGERS TO RECEIVE THE
 REMAINDER OF A SELECTED
 CONTENT FROM A TERRESTRIAL

LOCATION
	  	 	2713395	  	  	07/28/2010	  	2713395	  	Unknown
						
	 013207.0251PTCN
	  	 SYSTEM FOR HANDOFF OF
 AIRCRAFT-BASED CONTENT
 DELIVERY TO ENABLE

PASSENGERS TO RECEIVE THE
 REMAINDER OF A SELECTED
 CONTENT FROM A TERRESTRIAL

LOCATION
	  	 	200880125770.1	  	  	07/27/2010	  	CN101925891A	  	12/22/2010
						
	 013207.0251PTEP
	  	 SYSTEM FOR HANDOFF OF
 AIRCRAFT-BASED CONTENT
 DELIVERY TO ENABLE

PASSENGERS TO RECEIVE THE
 REMAINDER OF A SELECTED
 CONTENT FROM A TERRESTRIAL

LOCATION
	  	 	08871809.3	  	  	08/28/2010	  	2248037	  	11/10/2010
						
	 013207.0251PTIN
	  	 SYSTEM FOR HANDOFF OF
 AIRCRAFT-BASED CONTENT
 DELIVERY TO ENABLE

PASSENGERS TO RECEIVE THE
 REMAINDER OF A SELECTED
 CONTENT FROM A TERRESTRIAL

LOCATION
	  	 	5231/CHENP/2010	  	  	08/23/2010	  	5231/CHENP/2010A	  	12/02/2011


  
 B-10










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0253PTCA
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC SERVICES FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	2713393	  	  	07/29/10	  	2713393	  	Unknown
						
	 013207.0253PTCN
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC SERVICES FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	200880125768.4	  	  	07/28/10	  	CN101925890A	  	12/22/2010
						
	 013207.0253PTEP
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC SERVICES FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	08871638.6	  	  	08/25/2010	  	2250573	  	11/17/2010
						
	 013207.0253PTIN
	  	 SYSTEM FOR CUSTOMIZING
 ELECTRONIC SERVICES FOR
 DELIVERY TO A PASSENGER IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	5236/CHENP/2010	  	  	08/23/2010	  		  	03/18/2011
						
	 013207.0254PTCA
	  	 SYSTEM FOR MANAGING VOICE
 OVER INTERNET PROTOCOL
 COMMUNICATIONS IN A

NETWORK
	  	 	2714677	  	  	08/09/2010	  	2714677	  	Unknown
						
	 013207.0254PTCN
	  	 SYSTEM FOR MANAGING VOICE
 OVER INTERNET PROTOCOL
 COMMUNICATIONS IN A

NETWORK
	  	 	200980112821.1	  	  	10/11/2010	  	CN101999217A	  	03/30/2011
						
	 013207.0254PTEP
	  	 SYSTEM FOR MANAGING VOICE
 OVER INTERNET PROTOCOL
 COMMUNICATIONS IN A

NETWORK
	  	 	09710306.3	  	  	09/11/2010	  	2245777	  	11/03/2010
						
	 013207.0254PTIN
	  	 SYSTEM FOR MANAGING VOICE
 OVER INTERNET PROTOCOL
 COMMUNICATIONS IN A

NETWORK
	  	 	5558/CHENP/2010	  	  	09/06/2010	  		  	12/02/2011


  
 B-11










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0256PTAP
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICES CALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	Not Yet Known	  	  	02/28/2011	  		  	
						
	 013207.0256PTAU
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICESCALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	2009277061	  	  	03/18/2011	  		  	
						
	 013207.0256PTCA
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICES CALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	2732745	  	  	02/01/2011	  	2732745	  	Unknown
						
	 013207.0256PTCN
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICES CALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	200980134009.9	  	  	02/28/2011	  	CN102138343A	  	07/27/11
						
	 013207.0256PTEP
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICES CALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	09803303.8	  	  	02/28/2011	  	2311275	  	04/20/11
						
	 013207.0256PTIN
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICES CALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	1232/CHENP/2011	  	  	02/23/2011	  	1232/CHENP/2011A	  	12/02/11
						
	 013207.0256PTRU
	  	 SYSTEM FOR MANAGING AN
 AIRCRAFT-ORIENTED
 EMERGENCY SERVICES CALL IN

AN AIRBORNE WIRELESS

CELLULAR NETWORK
	  	 	Not Yet Known	  	  	02/25/2011	  		  	
						
	 013207.0265PTAP
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	AP/P/2010/005437	  	  	12/20/2010	  		  	


  
 B-12










 Page 

 


													
	Docket No.	  	Title	  	Appl. No.	 	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0265PTAU
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	2009232230	  	  	11/09/2010	  		  	
						
	 013207.0265PTCA
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	Not Yet Known	  	  	10/19/2010	  		  	
						
	 013207.0265PTCN
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	200980118268.2	  	  	11/19/2010	  	CN
 102037744A
	  	04/27/2011
						
	 013207.0265PTEP
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	07927854.3	  	  	10/26/2010	  	2260649	  	12/15/2010
						
	 013207.0265PTIN
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	6864/CHEN/2010	  	  	10/26/2010	  	6864/CHENP/
 2010A
	  	07/22/2011
						
	 013207.0265PTRU
	  	 SYSTEM FOR MANAGING
 MOBILE INTERNET PROTOCOL
 ADDRESSES IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	 	2010144495	  	  	10/29/2010	  		  	
						
	 013207.0294PTAU
	  	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED IINTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	 	2009255573	  	  	11/01/2010	  		  	
						
	 013207.0294PTCA
	  	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED IINTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	 	Not Yet Known	  	  	10/08/2010	  		  	
						
	 013207.0294PTCN
	  	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED IINTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	 	200980118068.7	  	  	11/18/2010	  	CN
 102037660A
	  	04/27/2011


  
 B-13










 Page 

 


											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0294PTEP
	  	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED INTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	09758820.6	  	10/15/2010	  	2260585	  	12/15/2010
						
	 013207.0294PTIN
	  	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED IINTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	6874/CHENP/
2010	  	10/26/2010	  	6874/CHENP/
 2010A
	  	07/08/2011
						
	 013207.0294PTRU
	  	 SYSTEM FOR CREATING AN
 AIRCRAFT-BASED IINTERNET
 PROTOCOL SUBNET IN AN

AIRBORNE WIRELESS CELLULAR
 NETWORK
	  	2010144497	  	01/03/2011	  		  	
						
	 013207.0295PTAP
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	AP/P/
2010/005433	  	12/20/2010	  		  	
						
	 013207.0295PTAU
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	2009255574	  	10/08/2010	  		  	
						
	 013207.0295PTCA
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	2720246	  	09/30/2010	  	2720246	  	Unknown
						
	 013207.0295PTCN
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	200980118267.8	  	11/19/2010	  	CN
 102037661A
	  	04/27/2011
						
	 013207.0295PTEP
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	09758821.4	  	10/19/2010	  		  	


  
 B-14










 Page 

 


											
	Docket No.	  	Title	  	Appl. No.	  	Appl. Date	  	Pub. No.	  	Pub. Date
	 013207.0295PTIN
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	6866/CHENP/
2010	  	10/26/2010	  	6866/CHENP/
 2010A
	  	07/08/11
						
	 013207.0295PTRU
	  	 SYSTEM FOR CREATING AN AIR-
 TO-GROUND IP TUNNEL IN AN
 AIRBORNE WIRELESS CELLULAR

NETWORK TO DIFFERENTIATE
 INDIVIDUAL PASSENGERS
	  	2010144494	  	10/29/2010	  		  	
						
	 013207.0302PTCA
	  	 SYSTEM FOR PROVIDING HIGH
 SPEED COMMUNICATIONS
 SERVICE IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	2727609	  	12/16/2010	  	2727609	  	Unknown
						
	 013207.0302PTCN
	  	 SYSTEM FOR PROVIDING HIGH
 SPEED COMMUNICATIONS
 SERVICE IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	200980129376.X	  	12/16/2010	  	CN
 102217409
	  	10/12/11
						
	 013207.0302PTEP
	  	 SYSTEM FOR PROVIDING HIGH
 SPEED COMMUNICATIONS
 SERVICE IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	09763028.9	  	01/19/2011	  	2292071	  	03/09/11
						
	 013207.0302PTIN
	  	 SYSTEM FOR PROVIDING HIGH
 SPEED COMMUNICATIONS
 SERVICE IN AN AIRBORNE

WIRELESS CELLULAR NETWORK
	  	153/CHENP/
2011	  	01/10/2011	  	153/CHENP/
2011/A	  	09/23/11
						
	 013207.0326PTWO
	  	 TRAFFIC SCHEDULING SYSTEM

 FOR WIRELESS

 COMMUNICATIONS
	  	PCT/US2011/
 068110
	  	12/30/2011	  		  	
						
	 013207.0328PTWO
	  	 SPECTRUM SHARING BETWEEN
 AN AIRCRAFT-BASED AIR-TO-
 GROUND COMMUNICATION

SYSTEM AND EXISTING

GEOSTATIONARY SATELLITE
 SERVICES
	  	PCT/US2012
 040527
	  	06/01/2012	  		  	


  
 B-15









 TRADEMARKS 
 Aircell Business Aviation Services LLC—U.S. Trademark Registrations 
  

											
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date
	  	 Reg. No.
	  	 Reg. Date

	AIRCELL	  	9	  	77175419	  	May 8, 2007	  	3473339	  	July 22, 2008
						
	AIRCELL	  	9, 38	  	75679536	  	April 9, 1999	  	2641476	  	October 29, 2002
						
	AIRCELL	  	38	  	77175408	  	May 8, 2007	  	3573284	  	February 10, 2009
						
	AIRCELL	  	9	  	77316410	  	October 29, 2007	  	3554990	  	December 30, 2008
						
	AIRCELL	  	38	  	77316414	  	October 29, 2007	  	3554991	  	December 30, 2008
						
	AIRCELL	  	38	  	77175204	  	May 8, 2007	  	3561842	  	January 13, 2009
						
	AIRCELL	  	9	  	75679720	  	April 9, 1999	  	2606315	  	August 13, 2002
						
	AIRCELL	  	38	  	74246637	  	February 18, 1992	  	1997223	  	August 27, 1996
						
	AIRCELL	  	9	  	77175183	  	May 8, 2007	  	3473337	  	July 22, 2008
						
	AIRCELL AXXESS	  	38	  	77175208	  	May 8, 2007	  	3513369	  	October 7, 2008
						
	AIRCELL AXXESS	  	38	  	78595026	  	March 25, 2005	  	3286856	  	August 28, 2007
						
	AIRCELL AXXESS	  	9	  	78595031	  	March 25,2005	  	3286857	  	August 28, 2007
						
	AIRCELL AXXESS	  	9	  	77175191	  	May 8, 2007	  	3481693	  	August 5, 2008
						
	AIRCELL BROADBAND	  	38	  	77604031	  	October 30, 2008	  	3631108	  	June 2, 2009
						
	AIRCELL ON BOARD	  	9	  	76127159	  	September 13, 2000	  	2552129	  	March 26, 2002
						
	AIRCELL ON BOARD	  	38	  	75716012	  	May 27, 1999	  	2606334	  	August 13, 2002
						
	AIRCELL ON BOARD	  	38	  	77175213	  	May 8, 2007	  	3565337	  	January 20, 2009
						
	AIRCELL ON BOARD	  	9	  	77175198	  	May 8, 2007	  	3485879	  	August 12, 2008
						
	IN TOUCH, IN FLIGHT	  	38	  	75561855	  	September 30, 1998	  	2307311	  	January 11, 2000


  
 C-1










 Page 

 


											
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date
	  	 Reg. No.
	  	 Reg. Date

	IN TOUCH, IN FLIGHT	  	9	  	77175201	  	May 8, 2007	  	3473338	  	July 22, 2008
						
	IN TOUCH, IN FLIGHT	  	38	  	77175218	  	May 8, 2007	  	3477620	  	July 29, 2008
						
	IN TOUCH, IN FLIGHT	  	9	  	76116963	  	August 24, 2000	  	2600307	  	July 30, 2002

 Aircell Business Aviation Services LLC—U.S. Trademark Applications 

 

							
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	AIRCELL (and design)	  	9	  	85495497	  	December 14, 2011
				
	IN AIR & ON.	  	38	  	85495479	  	December 14, 2011
				
	AIRCELL (and design)	  	38	  	85495466	  	December 14, 2011

 Gogo LLC—U.S. Trademark Registrations 

 

											
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date
	  	 Reg. No.
	  	 Reg. Date

	Emoticon Logo *-)-	  	38	  	77976486	  	October 19, 2007	  	3600042	  	March 31, 2009
						
	Emoticon Logo *-)-	  	9	  	77309056	  	October 19, 2007	  	3667304	  	August 11, 2009
						
	GOGO	  	9	  	77216179	  	September 8, 2009	  	3680364	  	September 8, 2009
						
	GOGO	  	38	  	77216180	  	June 26, 2007	  	3499843	  	September 9, 2008
	GOGO	  	9	  	85339267	  	June 6, 2011	  	4129839	  	April 17, 2012
						
	GOGO	  	38	  	85339274	  	June 6, 2011	  	4133147	  	April 24, 2012
						
	GOGO VISION	  	38	  	85370757	  	July 13, 2011	  	4133220	  	April 24, 2012
						
	IN AIR. ONLINE.	  	9	  	85349568	  	June 17, 2011	  	4126958	  	April 10, 2012


  
 C-2










 Page 

 


											
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date
	  	 Reg. No.
	  	 Reg. Date

	IN AIR. ONLINE.	  	38	  	85349559	  	June 17, 2011	  	4126957	  	April 10, 2012
	WI-FI WITH WINGS	  	9	  	77327233	  	November 12, 2007	  	3680528	  	Sept. 8, 2009
						
	WI-FI WITH WINGS	  	38	  	77327244	  	November 12, 2007	  	3555008	  	December 30, 2008

 Gogo LLC—U.S. Trademark Applications 

 

							
	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	GOGO BIZ	  	38	  	85581100	  	March 27, 2012
				
	IT’S THE INTERNET. IN THE SKY.	  	38	  	85440977	  	October 6, 2011


  
 C-3










 Page 

 

 Aircell Business Aviation Services LLC—Foreign Trademark Registrations

  

									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 Argentina
	  	



	  	38	  	2,257,882	  	Nov. 12, 2008
					
	 Argentina
	  	



	  	9	  	2,257,881	  	Nov. 12, 2008
					
	 Argentina
	  	



	  	38	  	2,284,832	  	Apr. 28, 2009
					
	 Argentina
	  	AIRCELL	  	9	  	2,257,879	  	Nov. 12, 2008
					
	 Argentina
	  	AIRCELL	  	38	  	2,257,880	  	Nov. 12, 2008
					
	 Argentina
	  	AIRCELL AXXESS	  	38	  	2,146,494	  	March 14, 2007
					
	 Argentina
	  	AIRCELL AXXESS	  	9	  	2,156,528	  	May 7, 2007
					
	 Argentina
	  	AIRCELL ON BOARD	  	38	  	2,257,884	  	Nov. 12, 2008
					
	 Argentina
	  	AIRCELL ON BOARD	  	9	  	2,257,883	  	Nov. 12, 2008
					
	 Argentina
	  	IN TOUCH, IN FLIGHT	  	38	  	2,257,828	  	December 11, 2008
					
	 Argentina
	  	IN TOUCH, IN FLIGHT	  	9	  	2,327,426	  	November 12, 2009
					
	 Austria
	  	AIRCELL AXXESS	  	9, 38	  	880602	  	November 27, 2006
					
	 Benelux
	  	AIRCELL AXXESS	  	9, 38	  	880602	  	September 23, 2005
					
	 Brazil
	  	AIRCELL	  	9	  	827011989	  	December 8, 2009
					
	 Canada
	  	



	  	9, 38	  	TMA603840	  	March 2, 2004


  
 C-4










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 Canada
	  	



	  	9, 35, 39	  	TMA784044	  	December 3, 2010
					
	 Canada
	  	



	  	9, 38	  	TMA750820	  	October 22, 2009
					
	 Canada
	  	AIRCELL	  	9, 38	  	TMA604608	  	March 9, 2004
					
	 Canada
	  	AIRCELL	  	9, 35, 39	  	TMA750834	  	October 22, 2009
					
	 Canada
	  	AIRCELL AXXESS	  	9, 35, 39	  	TMA750833	  	October 22, 2009
					
	 Canada
	  	IN TOUCH, IN FLIGHT	  	38	  	TMA561460	  	May 7, 2002
					
	 Canada
	  	IN TOUCH, IN FLIGHT	  	9, 35, 39	  	TMA750832	  	October 22, 2009
					
	 China
	  	



	  	38	  	944,367	  	June 13, 2009
					
	 China
	  	



	  	38	  	967,130	  	Jan. 17, 2010
					
	 China
	  	



	  	9	  	967,131	  	April 29, 2008
					
	 China
	  	AIRCELL	  	38	  	944,363	  	June 13, 2009
					
	 China
	  	AIRCELL AXXESS	  	9	  	947,823	  	November 8, 2007
					
	 China
	  	



	  	9	  	946,334	  	November 8, 2007
					
	 China
	  	AIRCELL AXXESS	  	38	  	944,366	  	June 14, 2009


  
 C-5










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 China
	  	AIRCELL ON BOARD	  	38	  	944,365	  	June 24, 2009
					
	 Denmark
	  	AIRCELL AXXESS	  	9, 38	  	880,602	  	Nov. 27, 2006
					
	 European Community
	  	



	  	38	  	967,130	  	June 2, 2009
					
	 European Community
	  	



	  	38	  	944,367	  	October 17, 2008
					
	 European Community
	  	



	  	9	  	946,334	  	November 7, 2008
					
	 European Community
	  	



	  	9	  	967,131	  	June 2, 2009
					
	 European Community
	  	AIRCELL	  	9, 38	  	4,065,652	  	October 23, 20061
					
	 European Community
	  	AIRCELL	  	38	  	944,363	  	October 17, 2008
					
	 European Community
	  	AIRCELL	  	9	  	946,335	  	November 7, 2008
					
	 European Community
	  	AIRCELL AXXESS	  	38	  	944,366	  	October 17, 2008
					
	 European Community
	  	AIRCELL AXXESS	  	9	  	947,823	  	November 21, 2008
					
	 European Community
	  	AIRCELL ON BOARD	  	38	  	944,365	  	October 17, 2008
					
	 European Community
	  	AIRCELL ON BOARD	  	9	  	946,337	  	Nov. 7, 2008


 

	1 	Note: Current owner of record may be Aircell LLC. Assignment to Aircell Business Aviation Services LLC sent to local counsel for recording. 


  
 C-6










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 European Community
	  	 IN TOUCH, IN

FLIGHT
	  	38	  	1,154,285	  	November 5, 20012
					
	 European Community
	  	IN TOUCH, IN FLIGHT	  	38	  	944,364	  	October 17, 2008
					
	 European Community
	  	IN TOUCH, IN FLIGHT	  	9	  	946,336	  	June 6, 2008
					
	 France
	  	AIRCELL AXXESS	  	9, 38	  	880,602	  	November 27, 2006
					
	 Germany
	  	AIRCELL AXXESS	  	9, 38	  	880,602	  	December 14, 2006
					
	 India
	  	IN TOUCH, IN FLIGHT	  	9, 38	  	1,663,501	  	March 31, 20093
					
	 Italy
	  	AIRCELL AXXESS	  	9	  	880,602	  	November 27, 2006
					
	 Japan
	  	



	  	38	  	 944,367; JP

2007-361,548
	  	November 14, 2008
					
	 Japan
	  	



	  	38	  	967130	  	May 21, 2009
					
	 Japan
	  	AIRCELL	  	9, 38	  	 944,363; JP

2007-361,544
	  	August 14, 2008
					
	 Japan
	  	AIRCELL AXXESS	  	9	  	880,602	  	December 7, 2007
					
	 Japan
	  	AIRCELL AXXESS	  	38	  	 944,366; JP

2007-361,547
	  	March 9, 2009


 

	2 	Note: Current owner of record may be Aircell LLC. Assignment to Aircell Business Aviation Services LLC sent to local counsel for recording. 


	3 	Note: Current owner of record is Aircell LLC. Assignment to Aircell Business Aviation Services LLC in process. 


  
 C-7










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 Japan
	  	AIRCELL AXXESS	  	9	  	 947,823; JP

2008-350,364
	  	February 13, 2009
					
	 Japan
	  	AIRCELL ON BOARD	  	38	  	 944,365; JP

2007-361,546
	  	November 14, 2008
					
	 Japan
	  	AIRCELL ON BOARD	  	9	  	 946,337; JP

2007-362,227
	  	February 13, 2009
					
	 Japan
	  	IN TOUCH, IN FLIGHT	  	38	  	 944,364; JP

2007-361,545
	  	November 14, 2008
					
	 Japan
	  	IN TOUCH, IN FLIGHT	  	9	  	 946,336; JP

2007-362,226
	  	February 13, 2009
					
	 Madrid
	  	



	  	38	  	944,367	  	November 8, 2007
					
	 Madrid
	  	



	  	9	  	946,334	  	November 8, 2007
					
	 Madrid
	  	



	  	38	  	967,130	  	April 29, 2008
					
	 Madrid
	  	



	  	9	  	967,131	  	April 29, 2008
					
	 Madrid
	  	AIRCELL	  	9	  	946,335	  	November 8, 2007
					
	 Madrid
	  	AIRCELL	  	38	  	944,363	  	November 8, 2007
					
	 Madrid
	  	AIRCELL AXXESS	  	9	  	880,602	  	September 23, 2005
					
	 Madrid
	  	AIRCELL AXXESS	  	38	  	944,366	  	November 8, 2007
					
	 Madrid
	  	AIRCELL AXXESS	  	9	  	947,823	  	November 8, 2007


  
 C-8










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 Madrid
	  	AIRCELL ON BOARD	  	38	  	944,365	  	November 8, 2007
					
	 Madrid
	  	AIRCELL ON BOARD	  	9	  	946,337	  	November 8, 2007
					
	 Madrid
	  	IN TOUCH, IN FLIGHT	  	38	  	944,364	  	November 8, 2007
					
	 Madrid
	  	IN TOUCH, IN FLIGHT	  	9	  	946,336	  	November 8, 2007
					
	 Mexico
	  	



	  	38	  	634,828	  	November 30, 1999
					
	 Mexico
	  	



	  	9	  	749,268	  	May 29, 2002
					
	 Mexico
	  	



	  	38	  	1,100,623	  	May 20, 2009
					
	 Mexico
	  	



	  	38	  	1,056,652	  	August 27, 2008
					
	 Mexico
	  	



	  	9	  	1,101,365	  	May 22, 2009
					
	 Mexico
	  	



	  	9	  	1,111,818	  	July 23, 2009
					
	 Mexico
	  	AIRCELL	  	38	  	650,393	  	April 18, 2000
					
	 Mexico
	  	AIRCELL	  	9	  	836,446	  	June 9, 2004
					
	 Mexico
	  	AIRCELL	  	38	  	1,100,622	  	May 20, 2009
					
	 Mexico
	  	AIRCELL	  	9	  	1,113,088	  	July 31, 2009


  
 C-9










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 Mexico
	  	AIRCELL AXXESS	  	38	  	1,057,097	  	August 28, 2008
					
	 Mexico
	  	AIRCELL AXXESS	  	9	  	1,113,087	  	July 31, 2009
					
	 Mexico
	  	AIRCELL ON BOARD	  	38	  	1,057,096	  	August 28, 2008
					
	 Mexico
	  	AIRCELL ON BOARD	  	9	  	1,112,576	  	July 29, 2009
					
	 Mexico
	  	IN TOUCH, IN FLIGHT	  	38	  	665564	  	July 27, 2000
					
	 Mexico
	  	IN TOUCH, IN FLIGHT	  	38	  	1,108,885	  	July 6, 2009
					
	 Mexico
	  	IN TOUCH, IN FLIGHT	  	9	  	1,104,601	  	June 10, 2009
					
	 Netherlands Antilles
	  	AIRCELL AXXESS	  	9	  	880602	  	November 26, 2006
					
	 Norway
	  	AIRCELL AXXESS	  	9, 38	  	880602; Nat’l Ref #20064412	  	August 29, 2008
					
	 S. Korea
	  	



	  	38	  	944,367	  	December 2, 2008
					
	 S. Korea
	  	



	  	38	  	967,130	  	April 20, 2009
					
	 S. Korea
	  	AIRCELL	  	38	  	944,363	  	December 5, 2008
					
	 S. Korea
	  	AIRCELL AXXESS	  	38	  	944,366	  	December 2, 2008
					
	 S. Korea
	  	AIRCELL ON BOARD	  	38	  	944,365	  	December 2, 2008
					
	 S. Korea
	  	IN TOUCH, IN FLIGHT	  	38	  	944,364	  	December 5, 2008


  
 C-10










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	 Spain
	  	AIRCELL AXXESS	  	9	  	880,602	  	November 27, 2006
					
	 Sweden
	  	AIRCELL AXXESS	  	9	  	880,602	  	September 23, 2005
					
	 Switzerland
	  	



	  	38	  	967,130	  	Jan. 17, 2010
					
	 Switzerland
	  	



	  	9	  	967,131	  	Jan. 17, 2010
					
	 Switzerland
	  	AIRCELL AXXESS	  	9	  	880,602	  	November 27, 2006
					
	 United Kingdom
	  	AIRCELL AXXESS	  	9	  	880,602	  	November 8, 2006

 Aircell Business Aviation Services LLC—Foreign Trademark Applications4 

 

									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	 Brazil
	  	



	  	9	  	829473297	  	November 8, 2007
					
	 Brazil
	  	



	  	38	  	829473300	  	November 8, 2007
					
	 Brazil
	  	



	  	9	  	829702644	  	April 29, 2008
					
	 Brazil
	  	



	  	38	  	829702652	  	April 29, 2008
					
	 Brazil
	  	AIRCELL	  	38	  	829473270	  	November 8, 2007
					
	 Brazil
	  	AIRCELL	  	9	  	829473262	  	November 8, 2007
					
	 Brazil
	  	AIRCELL AXXESS	  	9	  	827788606	  	September 26, 2005
					
	 Brazil
	  	AIRCELL AXXESS	  	38	  	829473327	  	November 8, 2007

  
  

	4 	 Note: Current owner of record of all pending Brazilian applications is unclear. Assignment to Aircell Business Aviation Services LLC cannot be recorded
until marks are registered. 



  
 C-11










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	 Brazil
	  	AIRCELL AXXESS	  	38	  	827788614	  	September 26, 2005
					
	 Brazil
	  	AIRCELL AXXESS	  	9	  	829473319	  	November 8, 2007
					
	 Brazil
	  	AIRCELL ON BOARD	  	38	  	829473343	  	November 8, 2007
					
	 Brazil
	  	AIRCELL ON BOARD	  	9	  	829473335	  	November 8, 2007
					
	 Brazil
	  	IN TOUCH, IN FLIGHT	  	9	  	829473360	  	November 8, 2007
					
	 Brazil
	  	IN TOUCH, IN FLIGHT	  	38	  	829473378	  	November 8, 2007

  

													
	 Trademark
	  	 Class(es)
	  	 Serial No./Reg. No.
	  	 Filing/Reg. Date
	  	 Country
	  	 Status
	  	 Owner

	



	  	9, 38	  	1581949	  	June 13, 2012	  	Canada	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	1581950	  	June 13, 2012	  	Canada	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	China	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	China	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC


  
 C-12










 Page 

 


													
	 Trademark
	  	 Class(es)
	  	 Serial No./Reg. No.
	  	 Filing/Reg. Date
	  	 Country
	  	 Status
	  	 Owner

	



	  	38	  	Pending	  	June 13, 2012	  	China	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	China	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	European Community	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	European Community	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	European Community	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	European Community	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Japan	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC


  
 C-13










 Page 

 


													
	 Trademark
	  	 Class(es)
	  	 Serial No./Reg. No.
	  	 Filing/Reg. Date
	  	 Country
	  	 Status
	  	 Owner

	



	  	9	  	Pending	  	June 13, 2012	  	Japan	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	Japan	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	Japan	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Madrid	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Madrid	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	Madrid	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	Madrid	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC


  
 C-14










 Page 

 


													
	 Trademark
	  	 Class(es)
	  	 Serial No./Reg. No.
	  	 Filing/Reg. Date
	  	 Country
	  	 Status
	  	 Owner

	



	  	9	  	1282782	  	June 13, 2012	  	Mexico	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	1282787	  	June 13, 2012	  	Mexico	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	1282799	  	June 13, 2012	  	Mexico	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Norway	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Norway	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	Norway	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	Norway	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC


  
 C-15










 Page 

 


													
	 Trademark
	  	 Class(es)
	  	 Serial No./Reg. No.
	  	 Filing/Reg. Date
	  	 Country
	  	 Status
	  	 Owner

	



	  	9	  	Pending	  	June 13, 2012	  	Russian Federation	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Russian Federation	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	Russian Federation	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	Russian Federation	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	S. Korea	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	S. Korea	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	S. Korea	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC


  
 C-16










 Page 

 


													
	 Trademark
	  	 Class(es)
	  	 Serial No./Reg. No.
	  	 Filing/Reg. Date
	  	 Country
	  	 Status
	  	 Owner

	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	S. Korea	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Switzerland	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	9	  	Pending	  	June 13, 2012	  	Switzerland	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	



	  	38	  	Pending	  	June 13, 2012	  	Switzerland	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC
							
	IN AIR & ON.	  	38	  	Pending	  	June 13, 2012	  	Switzerland	  	Pending International Trademark Applications	  	Aircell Business Aviation Services LLC

 Gogo LLC—Foreign Trademark Registrations 

 

									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	Argentina	  	Emoticon Logo *-)-	  	9	  	2,282,458	  	April 23, 2009
					
	Argentina	  	Emoticon Logo *-)-	  	38	  	2,282,459	  	April 23, 2009


  
 C-17










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

					
	Argentina	  	WI-FI WITH WINGS	  	38	  	2,344,787	  	February 9, 2010
					
	Argentina	  	WI-FI WITH WINGS	  	9	  	2,344,786	  	February 9, 2010
					
	Brazil	  	Emoticon Logo *-)-	  	38	  	829699180	  	August 30, 2011
					
	Canada	  	GOGO	  	9, 38	  	TMA748631	  	September 24, 2009
					
	Canada	  	WI-FI WITH WINGS	  	9, 38	  	TMA748145	  	September 21, 2009
					
	Canada	  	Emoticon Logo *-)-	  	9, 38, 42	  	823364	  	May 4, 2012
					
	China	  	Emoticon Logo *-)-	  	9, 38	  	967,127	  	April 18, 2008
					
	China	  	WI-FI WITH WINGS	  	38	  	966,318	  	May 10, 2008
					
	European Community	  	Emoticon Logo *-)-	  	9, 38	  	967,127	  	April 18, 2008
					
	European Community	  	GOGO	  	9	  	952,270	  	December 21, 2007
					
	European Community	  	GOGO	  	38	  	954,700	  	December 21, 2007
					
	European Community	  	WI-FI WITH WINGS	  	38	  	966,318	  	May 10, 2008
					
	European Community	  	WI-FI WITH WINGS	  	9	  	971,696	  	May 10, 2008
					
	Japan	  	Emoticon Logo *-)-	  	9, 38	  	967,127	  	April 18, 2008
					
	Japan	  	GOGO	  	38	  	954,700	  	December 22, 2007
					
	Japan	  	WI-FI WITH WINGS	  	38	  	966,318	  	May 10, 2008
					
	Japan	  	WI-FI WITH WINGS	  	9	  	971,696	  	May 10, 2008


  
 C-18










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

					
	Madrid	  	Emoticon Logo *-)-	  	9, 38	  	967,127	  	April 18, 2008
					
	Madrid	  	GOGO	  	9	  	952,270	  	December 21, 2007
					
	Madrid	  	GOGO	  	38	  	954,700	  	December 21, 2007
					
	Madrid	  	



	  	9	  	1,104,647	  	December 6, 2011
					
	Madrid	  	



	  	38	  	1,102,947	  	December 6, 2011
					
	Madrid	  	GOGO VISION	  	38	  	1,103,120	  	December 12, 2011
					
	Madrid	  	IN AIR. ONLINE.	  	38	  	1,105,342	  	December 12, 2011
					
	Madrid	  	WI-FI WITH WINGS	  	9	  	971,696	  	May 10, 2008
					
	Madrid	  	WI-FI WITH WINGS	  	38	  	966,318	  	May 10, 2008
					
	Mexico	  	Emoticon Logo *-)-	  	38	  	1,051,867	  	July 31, 2008
					
	Mexico	  	Emoticon Logo *-)-	  	9, 38	  	1,075,459	  	December 2, 2008
					
	Mexico	  	GOGO	  	38	  	1,039,786	  	May 19, 2008
					
	Mexico	  	GOGO	  	9	  	1,073,885	  	November 26, 2008
					
	Mexico	  	WI-FI WITH WINGS	  	38	  	1,060,656	  	September 12, 2008
					
	Russian Federation	  	GOGO	  	9	  	952270	  	December 21, 2007
					
	S. Korea	  	Emoticon Logo *-)-	  	9, 38	  	967,127	  	April 18, 2008
					
	Switzerland	  	Emoticon Logo *-)-	  	9, 38	  	967,127	  	April 18, 2008


  
 C-19










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Reg. No.
	  	 Reg. Date

	Switzerland	  	GOGO	  	9	  	952,270	  	December 21, 2007
					
	Switzerland	  	GOGO	  	38	  	954,700	  	December 21, 2007
					
	Switzerland	  	WI-FI WITH WINGS	  	38	  	966,318	  	May 10, 2008
					
	Switzerland	  	WI-FI WITH WINGS	  	9	  	971,696	  	May 10, 2008

 Gogo LLC—Foreign Trademark Applications 

 

									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	Argentina	  	



	  	9	  	3,133,415	  	December 6, 2011
					
	Argentina	  	



	  	38	  	3,133,419	  	December 6, 2011
					
	Argentina	  	IN AIR. ONLINE.	  	38	  	3,133,420	  	December 6, 2011
					
	Argentina	  	GOGO VISION	  	38	  	3,133,421	  	December 6, 2011
					
	Argentina	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	3,154,656	  	March 29, 2012
					
	Argentina	  	LAND ON TOP OF THINGS	  	38	  	3,154,658	  	March 29, 2012
					
	Brazil	  	Emoticon Logo *-)-	  	9	  	829699163	  	April 22, 2008
					
	Brazil	  	GOGO	  	9	  	829522646	  	December 26, 2007
					
	Brazil	  	GOGO	  	38	  	829522654	  	December 26, 2007


  
 C-20










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	Brazil	  	GOGO VISION	  	38	  	Pending	  	January 3, 2012
					
	Brazil	  	IN AIR. ONLINE.	  	38	  	831283661	  	December 16, 2011
					
	Brazil	  	



	  	9	  	Pending	  	December 6, 2011
					
	Brazil	  	



	  	38	  	Pending	  	December 6, 2011
					
	Brazil	  	WI-FI WITH WINGS	  	38	  	829715681	  	May 12, 2008
					
	Brazil	  	WI-FI WITH WINGS	  	9	  	829715673	  	May 12, 2008
					
	Canada	  	



	  	9, 38	  	1555,119	  	December 6, 2011
					
	Canada	  	GOGO VISION	  	38	  	1555,117	  	December 6, 2011
					
	Canada	  	IN AIR. ONLINE.	  	38	  	1555,118	  	December 6, 2011
					
	Canada	  	IT’S THE INTERNET. IN THE SKY	  	38	  	1570,656	  	March 27, 2012
					
	Canada	  	LAND ON TOP OF THINGS	  	38	  	1570,655	  	March 27, 2012
					
	China	  	



	  	9	  	1104647	  	December 6, 2011
					
	China	  	



	  	38	  	1102947	  	December 6, 2011
					
	China	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	China	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011


  
 C-21










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	China	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012
					
	China	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012
					
	European Union	  	



	  	9	  	1104647	  	December 6, 2011
					
	European Union	  	



	  	38	  	1102947	  	December 6, 2011
					
	European Union	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	European Union	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011
					
	European Union	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012
					
	European Union	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012
					
	India	  	GOGO	  	9, 38	  	1,635,488	  	December 26, 2007
					
	India	  	



	  	9, 38	  	2245884	  	December 7, 2011
					
	India	  	IN AIR. ONLINE.	  	38	  	2246620	  	December 9, 2011
					
	India	  	GOGO VISION	  	38	  	2245883	  	December 8, 2011
					
	India	  	IT’S THE INTERNET. IN THE SKY	  	38	  	2306477	  	March 27, 2012
					
	India	  	LAND ON TOP OF THINGS	  	38	  	2306476	  	March 27, 2012
					
	Japan	  	



	  	9	  	1104647	  	December 6, 2011


  
 C-22










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	Japan	  	



	  	38	  	1102947	  	December 6, 2011
					
	Japan	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	Japan	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011
					
	Japan	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012
					
	Japan	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012
					
	Madrid	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	A0029053	  	March 29, 2012
					
	Madrid	  	LAND ON TOP OF THINGS	  	38	  	A0029057	  	March 29, 2012
					
	Mexico	  	



	  	9	  	1,233,260	  	December 6, 2011
					
	Mexico	  	



	  	38	  	1,233,261	  	December 6, 2011
					
	Mexico	  	IN AIR. ONLINE.	  	38	  	1,233,568	  	December 7, 2011
					
	Mexico	  	GOGO VISION	  	38	  	1,233,566	  	December 7, 2011
					
	Mexico	  	IT’S THE INTERNET. IN THE SKY	  	38	  	1261821	  	March 28, 2012
					
	Mexico	  	LAND ON TOP OF THINGS	  	38	  	1261823	  	March 28, 2012
					
	Norway	  	



	  	9	  	1104647	  	December 6, 2011
					
	Norway	  	



	  	38	  	1102947	  	December 6, 2011


  
 C-23










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	Norway	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	Norway	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011
					
	Norway	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012
					
	Norway	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012
					
	Russian Federation	  	



	  	9	  	1104647	  	December 6, 2011
					
	Russian Federation	  	



	  	38	  	1102947	  	December 6, 2011
					
	Russian Federation	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	Russian Federation	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011
					
	Russian Federation	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012
					
	Russian Federation	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012
					
	South Korea	  	



	  	9	  	1104647	  	December 6, 2011
					
	South Korea	  	



	  	38	  	1102947	  	December 6, 2011
					
	South Korea	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	South Korea	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011
					
	South Korea	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012


  
 C-24










 Page 

 


									
	 Country
	  	 Trademark
	  	 Class
	  	 Appl. No.
	  	 Appl. Date

	South Korea	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012
					
	Switzerland	  	



	  	9	  	1104647	  	December 6, 2011
					
	Switzerland	  	



	  	38	  	1102947	  	December 6, 2011
					
	Switzerland	  	IN AIR. ONLINE.	  	38	  	1105342	  	December 12, 2011
					
	Switzerland	  	GOGO VISION	  	38	  	1103120	  	December 12, 2011
					
	Switzerland	  	IT’S THE INTERNET. IN THE SKY.	  	38	  	Pending	  	March 29, 2012
					
	Switzerland	  	LAND ON TOP OF THINGS	  	38	  	Pending	  	March 29, 2012

 EXCLUSIVE LICENSES TO REGISTERED UNITED STATES COPYRIGHTS 

NONE. 

  
 C-25









 Schedule 7 to the 

Guarantee and Collateral Agreement 
 MATERIAL EXCLUDED ASSETS 
 Aircraft: 

 

			
	Grantor	  	Asset
	Gogo LLC	  	Challenger 600

 Property Subject to Purchase Money Liens or Capital Lease Obligations: 

 

							
	 Grantor
	 	 Location
	 	 Vendor
	 	 Equipment Type

	Gogo LLC	 	 3431 North Windsor,
 Aurora, CO
80011-8116
	 	IBM Credit	 	BladeCenter
				
	Gogo LLC	 	 1000 Commerce Drive,
 Oak
Brook, IL 60523-8810
	 	IBM Credit	 	BladeCenter
				
	Gogo LLC	 	 3431 North Windsor,
 Aurora, CO
80011-8116
	 	Data Sales	 	HP Equipment
				
	Gogo LLC	 	 3431 North Windsor,
 Aurora, CO
80011-8116
	 	Data Sales	 	Cisco Hardware
				
	Gogo LLC	 	 1000 Commerce Drive,
 Oak
Brook, IL 60523-8810
	 	Data Sales	 	HP Equipment


  
 7-1










 Page 

 

 Leased Cell Towers: 

 

					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 19768 S. Merlene Lane, Wasilla,

AK 99654 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3290 Peger Road, Fairbanks AK

99687 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Cordova Airport, Cordova, AK

99574 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Ocean Cape Road, Yakatat, AK

99689 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9229 Cessna Drive,
 Juneau,
Juneau AK 99601 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Totem Way,
 Kake, Juneau AK
99830 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1061 Aberdeen Rd, Vernon,
 AL
35592 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 880 Willie Rodgers Road,

Evergreen, AL 36401 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 449 Chandler Mountain Rd.,

Attalla, St. Clair AL 35987 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4794 Lee Road 188, Auburn, AL

36832 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9847 Holly Springs Road,

Harrisburg AR 72432 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1907 Gravel Pit Road, White Hall,
 Jefferson AR 71603 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1.4 Mi So of Buck Knob,
 Buck
City, Scott AR 72142 United States
	 	Leased space on cell tower


  
 7-2










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 1410 West Sunnyside Drive,

Phoenix, Maricopa AZ 85029 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4.5 Miles Southwest of Holbrook,

Holbrook, Navajo AZ 86025 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 7130 Industrial Boulevard,

Holbrook, Navajo AZ 86025 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 MP 581 Hwy. 89A Cooper Ridge Electronic Site,
 Jacob Lake, Coconino AZ 86022 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 15769 S. Old Haviland Station Rd.,
 Yucca, Mohave AZ 86438 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 10 MI SE of Williams, AZ 86046,

Williams, Coconino AZ 86046 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 NW 1/4 SEC17, T12N, R2E,

Williams, Coconino AZ 86046 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 10535 Box Springs Mtn. Rd.,

Moreno Valley, Riverside CA 92557 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 15311 Cuda Road,
 Arvin, Kern
CA 93307 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 NE Corner of Hwy 58, Vineland Road,
 Bakersfield, Kern CA 93307 United States
	 	Leased space on cell tower


  
 7-3










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 4 MI East of Yermo,
 Lodlow,
San Bernardino CA 92338 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 45298 Valley Center Road,

Newberry Springs, San Bernardino CA 92365 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Hwy. 49 West of Mairposa,

Mariposa, Mariposa CA 95338 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 48448 Lonoak Road,
 King City,
Monterey CA 93930 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Off Bollinger Canyon Road,

Moraga, Contra Costa CA 94556 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Terminus of Bunch Lookout Road

N. of Hwy 299 at Hatchett Mtn. Summit,

Montgomery Creek, Riverside CA 96065 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 16840 Hickman Lane,
 Red Bluff,
Tehema CA 96022 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Glamis,
 Winterhaven, Imperial
CA 92283 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1280 Atlantic Avenue,
 Yuma,
Imperial CA 85365 United States
	 	Leased space on cell tower


  
 7-4










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 2 Miles South of I-10 Rest-Stop T.6,
 Desert Center, Riverside CA United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 49600 Oates Rd,
 Coachella,
Riverside CA 92236 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 DIA East @ 88th,
 Denver, Adams
CO 80022 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Lobo Overlook,
 Crede, Mineral
CO 81130 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 5700 Forest Spring RD,
 Pagosa
Spring, Archuletta CO 81147 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 70 Greenbriar Drive,
 Pagosa
West, Archuletta CO 81147 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Off of Colorado Route 13 ,

Rifle , Garfield CO United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 County Road 120,
 Glenwood
Springs, Garfield CO 81601 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 CR 35, 6 MI South of La Junta,

La Junta, Otero CO 81050 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 2917  1/2 San Juan Ave.,
 La Junta, Otero CO 81050 United States
	 	Leased space on cell tower


  
 7-5










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 104060 Hwy 491,
 Cahone,
Dolores CO 81320 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 29525 Hwy. 55,
 Crook, Logan CO
United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 15677 Hwy. 59,
 Siebert, Kit
Carson CO 80834 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Badger Mountain Radio Peak,

Lake George, Park CO 80827 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 5955 Trout Creek Road,

Woodland Park, Teller CO 80866 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9500 N.W. 109th St.,
 Medley,
Dade FL 33178 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1965 Lawson Rd.,
 Clearwater,
Pinellas FL 33763 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 10301 Narcoossee Road,

Orlando, Orange FL 32823 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 151 Roberts Landing Rd.,

Wewahitchka, Gulf FL 32465 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 11420 US Rt. 1 North,
 St.
Augustine, St. Johns FL 32095 United States
	 	Leased space on cell tower


  
 7-6










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 8060 E. US Highway 27,
 Perry,
Taylor FL 32347 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1480 Dyer Road,
 Port St.
Lucie, St. Lucie FL United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1325 Virginia Avenue,
 East
Point, Fulton GA 30344 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1709 Kilkenny Road,
 Richmond
Hill, Bryan GA 31324 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1370 Windy Hill Road,

Byromville, Dooly GA 31007 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 7105 Mitchell-Warrenton Rd.,

Glascock County, Glascock GA 30820 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Homerville Rd./Rte. 441,

Homerville, Clinch GA 31634 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4101 170th Street,
 Brooklyn,
Poweshiek LA 52211 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1881 320th St.,
 Casey, Guthrie
IA 50048 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 West Side of Garrett Street, between Gruss Ave.
 and Turner Ave., Mountain Home, Elmore ID 83467 United States
	 	Leased space on cell tower


  
 7-7










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 Baldy Mountain,
 Salom, Lemhi
ID 83467 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 111 S Terrace,
 Salmon, Lemhi
ID 83467 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3031 Wood Canyon Road,
 Soda
Springs, Caribou ID 83276 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 602 N. York Road,
 Bensonville,
DuPage IL 60106 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 921 Airport Avenue,
 Hermleigh,
Bond IL 62246 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 14401 Henry Road,
 Morrison,
Whiteside IL 61270 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 19543 Waller Road,
 Fulton,
Whiteside IL 61252 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 SE of I-55 & CR-8 Junction,

Lexington, McClean IL 61753 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Hwy 136 & E. 2350th,
 Table
Grove, McDonough IL 0 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 641 South County Road 450 East,

Connersville, Fayette IN 47331 United States
	 	Leased space on cell tower


  
 7-8










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 12734 North 1025 West,

Monticello, White IN 47960 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 6158 W. State Road,
 Lewis,
Clay IN 47858 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4483 Co. Rd. DD,
 Grainfield,
Gove KS 67737 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3300 Emmet CT,
 Haysville,
Sedgwick KS 67233 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 12120 Hwy. 83,
 Garden City,
Finney KS 67846 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 tbd,
 Lebanon, Smith KS 66952
United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Hwy 77 and Old Hwy 77,

Junction City, Geary KS 66441 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Hwy 9 and Anderson Rd.,

Muscotah, Atchison KS 66023 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 579 Around the World Rd.,

Wallins Creek, Harlan KY 40873 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1.5 MI SSE of Beechburg, KY,

Flemingsburg, Flemingsburg KY 41041 United States
	 	Leased space on cell tower


  
 7-9










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 320 Ranch road,
 Mt.
Washington, Jefferson KY 0 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 11096 Hwy. 109, Sturgis,

Kentucky 0 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 205 Garrett Hill Road,

Haynesville, Claiborne Parish LA 71038 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1005 Cheneau Road,
 Kaplan,
Vermilion LA 70548 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 41795 Hwy. 23,
 Buras,
Plaquemines LA 70041 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 124 Murray Street,
 Medford,
Middlesex MA 02155 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Monroe Street,
 Fruitland,
Wicomico MD 21826 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 444 Blackcap Road,
 Eddington,
Penobscot ME 4428 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3483 Kensington Road,
 Milford,
Livingston MI 48380 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 5156 Walker Road,
 Rapid City,
Kalkaska MI 49646 United States
	 	Leased space on cell tower


  
 7-10










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 154 Lakeview CT,
 Harbor View,
Keweenaw MI 49950 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 87844 CR668,
 Decatur, Van
Buren MI 49045 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9300 Buchanan,
 Shelby, Oceana
MI 49455 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1405 E. Wackerly Drive,

Sanford, Midland MI 48657 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 13320 15th Ave.,
 Minneapolis,
Hennepin MN 55441 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 980 Hwy 7 East,
 Clinton, Henry
MO 64735 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Kodiak Road,
 Georgiallatin,
Daviess MO 64640 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Rte. 1 Box 231b,
 Hermann,
Gasconade MO 65041 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 County Road 402 R2,
 Marble
Hill, Bollinger MO 62764 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Highway E,
 Knox City, Knox MO
62446 United States
	 	Leased space on cell tower


  
 7-11










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 tbd,
 Cabool, Texas MO 65689
United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4562 Hwy 49 South,
 Florence,
Rankin MS 39073 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 141 Bethany road,
 Holly
Springs, Marshall MS 38635 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 MacDonald Pass ,

Elliston , Powell MT United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1444 National Avenue,
 Helena,
Lewis and Clark MT 59601 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 State RT 311 & Old Hwy. 10,

Hysham, Treasure MT 59076 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 216 First Street,
 Custer,
Custer MT 59024 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3505 Tower Road,
 Maiden,
Catawba NC 28650 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1805 W. Main St.,
 Williamston,
Martin NC 27892 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 28 Mount Gilead Church Rd,

Pittsboro, Chatham NC 23712 United States
	 	Leased space on cell tower


  
 7-12










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 12046 33rd ST SE,
 Valley City,
Barnes ND 58072 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 83897 S. Highway 97,
 Mullen,
Hooker NE 69152 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9601 Rokeby Road,
 Lincoln,
Lancaster NE 68526 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 58897 873 Rd.,
 Waterbury,
Dixon NE 68785 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Corner of 803rd Rd. and 483rd Rd.,
 North Loup, Valley NE 68859 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 West 6th Street,
 Curtis,
Frontier NE 69025 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4410 Hwy. 29,
 Fossil Beds,
Sioux NE 69025 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 835 Highway 20,
 Harrison,
Sioux NE United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 416 Eagle Rock Avenue,
 West
Orange, Essex NJ 7052 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Forest Road 6, Cibola National Forest,
 Datil, Catron NM 87821 United States
	 	Leased space on cell tower


  
 7-13










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 3.2 Miles West of State Route 53 and County Road 590,
 Cubero, Cibola NM 87014 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 606 1/2 Alta Vista,
 Bayard,
Grant NM 88023 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Hwy. 156-Approx. 18 MI East of Santa Rosa,
 Santa Rosa, Guadalupe NM 84435 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Route 3-204 #,
 Cuba, McKinley
NM 87013 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 220 Sophia Road,
 Grenville,
Union NM 88424 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 2008 US Highway 60,
 Willard,
Torrance NM 87063 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9598 Highway 55,
 Willard,
Torrance NM United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 10 Miller Lane,
 Angel Fire,
Colfax NM 87710 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Canyon Road and Industrial,

Boulder City, Clark NV 89005 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Booker Mountain North of US Hwy. 6 and US Hwy. 9,
 Tonapah, Nye NV 89049 United States
	 	Leased space on cell tower


  
 7-14










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 Peavine Mountain Road, Stead Blvd. & US 395,
 Keno, Washoe NV 89523 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Battle Mountain,
 Battle
Mountain, Lander NV 89820 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 124 Murray Street,
 Stamford,
Delaware NY 12167 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Alma Hill Road,
 Alma, Allegany
NY 14708 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 82750 County Line Rd.,
 Cadiz,
Harrison OH 43907 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 46145 Telegraph Road,
 Amherst,
Lorain OH 44001 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 5474 N. Hamilton Road,
 New
Albany, Franklin OH 43054 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 23261 Road E,
 Continental, TBD
OH 48531 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 2 MI W. Highway 283,
 Cheyenne,
Roger Mills OK 73628 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 25015 E. Cobbs Corner Rd.,

Talequah, Cherokee OK 74464 United States
	 	Leased space on cell tower


  
 7-15










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 SR 5, 2.4MI West of Walters,

Walters, Cotton OK 73572 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1.25 MI E. Junction Sh 43 & Hwy 3,
 Coalgate, Coal OK 74538 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 7501 South Modwest Rd,

Guthrie, Logan OK 73044 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 CR # 207 (aka Mile Road 35),

Guymon, Texas OK 73942 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Buck Mountain, 3.5 Mi North of McGowen Creek Rd.,
 Springfield, Lane OR 97478 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 33192 Wilkins Rd.,
 Eugene,
Lane OR 97408 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 South of Highway 20,
 Riley,
Deschutes OR 97758 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Pine Mountain,
 Brothers,
Deschutes OR 97701 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 63710 Paramount,
 Bend,
Deschutes OR 97701 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3 Miles East of Avondale,

Landenberg, Chester PA 19350 United States
	 	Leased space on cell tower


  
 7-16










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 Off of State Rd. 6,
 Mehoopany,
Wyoming PA 18629 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 5690 California road,

Millcreek, Erie PA 16415 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 71 Tucker Lane,
 Fairmont,
Clarion PA 16624 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 off of Salem Road,
 Conway,
Horry SC 29526 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1753 Coffee Rd.,
 Westminster,
Oconee SC 29693 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Highway 20 and 5th Ave.,

Bison, Perkins SD 57620 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 45993 207th Street,
 Bruce,
Brookings SD 57212 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 45422 209th St.,
 Arlington,
Kingsbury SD 57212 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 36415 301st Street,
 Fairfax,
Gregory SD 57335 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 CR 7 and SD Hwy 248,
 Kadoka,
SD 57543 United States
	 	Leased space on cell tower


  
 7-17










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 2797 Greer Road,

Goodlettsville, TN 73072 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1801 Young Road,
 Cleveland, TN
37323 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3700 N. White Chapel Blvd,

Southlake, TX 0 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 321 Powell,
 Spring, TX 77373
United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Off of Hwy 12/CR 183; 20.3 miles South on Highway12,
 Wimberly, TX 78676 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 12000 Hwy. 290 West Austin,

Austin, TX 78736 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 780 Hwy. 285 North,
 Pecos, TX
79772 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1330 S. Martinez Street,

Pecos, TX 79772 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 9062 CR 4105,
 Scurry, TX 79526
United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 331 East CR 401,
 Premont, TX
78375 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 TBD,
 Albany, TX 76340 United
States
	 	Leased space on cell tower
			
	Gogo LLC	 	 501 FM 932,
 Purmela, TX 76566
United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 7792 E. Highway 79,
 Oakwood,
Leon TX 76210 United States
	 	Leased space on cell tower


  
 7-18










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 271 CR 2850,
 Mount Pleasant,
TX 75493 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 5130 N. Western Rd.,
 Amarillo,
TX 79120 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1771 N. Zaragoza,
 El Paso, TX
79936 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 13036 Highway 83 N.,
 Paducah,
TX 79248 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4050 Kenya Road,
 Levelland, TX
79336 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Farnsworth Peak,
 Salt Lake
City, UT 84101 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 55 N. 300 West,
 Salt Lake
City, UT 84101 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 3.4 MI on Airport Road from Green River Ave. ,
 Green River , UT United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1066 East 150 S,
 Green River,
Grand UT 84525 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1751 Pinnacle Drive,
 McLean,
TBD VA 22102 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 2800 ESE from the I/S of US 26 & 659,
 Appomatox, Appomatox VA 24522 United States
	 	Leased space on cell tower


  
 7-19










 Page 

 


					
	 Grantor
	 	 Location
	 	 Assets

	Gogo LLC	 	 13515 Old Telegraph Rd. (CR 647),
 Lanexa, New Kent VA 23089 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 22706 120th Avenue S.E.,
 Kent,
King WA 98031 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Jump Off Joe Road,
 Kennewick,
Benton WA 99337 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 26431 Addington Road N.,

Edwall, Lincoln WA 99008 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 12811 County Road F,
 Wisconsin
Rapids WI 54921 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 7675 Kraus Rd., York, WI 53925

United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 4606T Big Tyler Road,

Charleston WV 25313 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 SR 15, 4.5 MI NE Webster Springs,
 Webster Springs WV 26288 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 451 Shoshone Avenue, Lovell WY

82431 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 Micro Road, 7 Miles South of Casper,
 Caspera WY 82601 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	 1541 Tower Road, Rock Springs

WY 82901 United States
	 	Leased space on cell tower
			
	Gogo LLC	 	Crow Creek Hill KOB69 Medicine Bow National Forest, WY 82037 United States	 	Leased space on cell tower


  
 7-20









 Schedule 8 to the 

Guarantee and Collateral Agreement 
 LETTER OF CREDIT RIGHTS 
 NONE. 

  
 8-1









 Schedule 9 to the 

Guarantee and Collateral Agreement 
 COMMERCIAL TORT CLAIMS 
 NONE. 

  
 9-1









 EXHIBIT A-1 
 TO GUARANTEE AND COLLATERAL AGREEMENT 
 FORM OF COPYRIGHT SECURITY AGREEMENT

 This COPYRIGHT SECURITY AGREEMENT, dated as of
[            ], 20[__] (this “Agreement”), is made by the signatory hereto indicated as a “Grantor” (the “Grantor”) in favor of MORGAN
STANLEY SENIOR FUNDING, INC., as Collateral Agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Agent”). 

WHEREAS, pursuant to that certain Credit Agreement dated as of June 21, 2012 by and among AIRCELL BUSINESS AVIATION SERVICES
LLC, a Delaware limited liability company (the “BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings” and,
together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), the Administrative Agent, the Agent, and the other parties from time to time party thereto (as the same may hereafter be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and conditions set forth therein, to the
Borrowers; and 
 WHEREAS, as a condition precedent to the obligation of the Lenders to make their respective extension
of credit to the Borrowers under the Credit Agreement, the Grantor entered into a Guarantee and Collateral Agreement dated as of June 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”) between the Grantor, the Agent and the other persons party thereto, pursuant to which Grantor granted to the Agent, for the benefit of the Secured Parties, a security interest in the Copyright Collateral (as defined
below); 
 WHEREAS, pursuant to the Guarantee and Collateral Agreement, Grantor agreed to execute—this Agreement, in
order to record the security interest granted to the Agent for the benefit of the Secured parties with the United States Copyright Office. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby agrees with the Agent as
follows: 
 SECTION 1. Defined Terms 
 Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Guarantee and Collateral Agreement, and if not defined therein, shall have the respective meanings
given thereto in the Credit Agreement. 

  
 EXHIBIT A-1










 Page 

 

 SECTION 2. Grant of Security Interest 

Grantor hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in, all of the following property, in each
case, wherever located and now owned or at any time hereafter acquired by Grantor or in which—Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”) as
collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Grantor’s Obligations: 

(a) All of Grantor’s right, title and interest in and to all works of authorship, all United States and foreign
copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and databases, all designs (including but not limited to all industrial designs, “Protected Designs”
within the meaning of 17 U.S.C. 1301 et. Seq. and Community designs), and all “Mask Works” (as defined in 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and with respect to any and all of the foregoing:
(i) all registrations and applications for registration thereof including, without limitation, the registrations and applications listed in Schedule A attached hereto, (ii) all extensions, renewals, and restorations thereof, (iii) all
rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and
proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other copyright rights accruing thereunder or pertaining thereto throughout the world (collectively “Copyrights”); and 

(b) all written licenses pursuant to which Grantor has been granted exclusive rights in any registered Copyrights,
including, without limitation, each agreement listed in Schedule A attached hereto. 
 SECTION 3. Security Agreement 

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Agent for the
Secured Parties pursuant to the Guarantee and Collateral Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Agent with respect to the security interest in the Copyright Collateral made and granted hereby
are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the
Guarantee and Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall control. 

  
 EXHIBIT A-1










 Page 

 

 SECTION 4. Governing Law 
 THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND
EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 
 SECTION 5. Counterparts 

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 
 [Remainder of page intentionally left blank] 

  
 EXHIBIT A-1










 Page 

 

 IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 [NAME OF GRANTOR],
 as Grantor

		
	By:	 	 
		 	 Name:

Title:




  
 EXHIBIT A-1










 Page 

 


			
	 Accepted and Agreed:
  

MORGAN STANLEY SENIOR FUNDING, INC.,
as Agent

		
	By:	 	 
		 	 Name:

Title:



  
 EXHIBIT A-1










 Page 

 

 SCHEDULE A 
 to 
 COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT REGISTRATIONS 
  

							
	 Title
	  	Author	  	Registration No.	  	Registration Date
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	

 COPYRIGHT APPLICATIONS 
  

							
	 Title
	  	Author	  	Application/ Case No.	  	Filing Date
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	

 EXCLUSIVE COPYRIGHT LICENSES 

 

					
	 Title of Copyright License
	  	Name of Licensor	  	Registration Number of
underlying Copyright
		  		  	
		  		  	
		  		  	
		  		  	
		  		  	


  
 EXHIBIT A-1









 EXHIBIT A-2 
 TO GUARANTEE AND COLLATERAL AGREEMENT 
 FORM OF PATENT SECURITY AGREEMENT

 This PATENT SECURITY AGREEMENT, dated as of
[            ], 20[__] (this “Agreement”), is made by the signatory hereto indicated as a “Grantor” (the “Grantor”) in favor of MORGAN
STANLEY SENIOR FUNDING, INC., as Collateral Agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Agent”). 

WHEREAS, pursuant to that certain Credit Agreement dated as of June 21, 2012 by and among AIRCELL BUSINESS AVIATION SERVICES
LLC, a Delaware limited liability company (the “BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings” and,
together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), the Administrative Agent, the Agent, and the other parties from time to time party thereto (as the same may hereafter be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and conditions set forth therein, to the
Borrowers; and 
 WHEREAS, as a condition precedent to the obligation of the Lenders to make their respective extension
of credit to the Borrowers under the Credit Agreement, the Grantors entered into a Guarantee and Collateral Agreement dated as of June 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”) between the Grantor, the Agent and the other persons party thereto, pursuant to which the Grantor granted to the Agent, for the benefit of the Secured Parties, a security interest in the Patent Collateral (as
defined below); 
 WHEREAS, pursuant to the Guarantee and Collateral Agreement, Grantor agreed to execute this Agreement,
in order to record the security interest granted to the Agent for the benefit of the Secured parties with the United States Patent and Trademark Office. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantor hereby agrees with the
Agent as follows: 
 SECTION. 1. Defined Terms 
 Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Guarantee and Collateral Agreement, and if not defined therein, shall have the respective meanings
given thereto in the Credit Agreement. 

  
 EXHIBIT A-2










 Page 

 

 SECTION 2. Notice and Confirmation of Grant of Security Interest. 

Grantor hereby confirms the grant in the Guarantee and Collateral Agreement to the Agent, for the benefit of the Secured Parties, of a
security interest in, all of the following property, in each case, wherever located and now owned or at any time hereafter acquired by Grantor or in which Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Patent Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Grantor’s Obligations: 

All of Grantor’s right, title and interest in and to all patentable inventions and designs, all United States, foreign, and
multinational patents, certificates of invention, and similar industrial property rights, and applications for any of the foregoing, including without limitation: (i) each patent and patent application listed in Schedule A attached hereto
(ii) all reissues, substitutes, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all inventions and improvements described and claimed therein, (iv) all rights to sue or
otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now
or hereafter due and/or payable with respect thereto, income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto, and (vi) all other patent rights accruing thereunder or pertaining thereto throughout
the world. 
 SECTION 3. Security Agreement 
 The security interest confirmed pursuant to this Agreement is confirmed in conjunction with the security interest granted to the Agent for the Secured Parties pursuant to the Guarantee and Collateral
Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Guarantee and Collateral
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Guarantee and Collateral Agreement, the provisions of
the Guarantee and Collateral Agreement shall control. 
 SECTION 4. Governing Law 

THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR
OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY
PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 

  
 EXHIBIT A-2










 Page 

 

 SECTION 5. Counterparts 
 This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. 
 [Remainder of page intentionally left blank]


  
 EXHIBIT A-2










 Page 

 

 IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 [NAME OF GRANTOR],
 as Grantor

		
	By:	 	 
		 	 Name:

Title:




  
 EXHIBIT A-2










 Page 

 


			
	 Accepted and Agreed:
  

MORGAN STANLEY SENIOR FUNDING, INC.,
as Agent

		
	By:	 	 
		 	 Name:

Title:



  
 EXHIBIT A-2










 Page 

 

 SCHEDULE A 
 to 
 PATENT SECURITY AGREEMENT 

PATENTS AND PATENT APPLICATIONS 
  

									
	 Title
	  	 Application No.
	  	 Filing Date
	  	 Patent No.
	  	 Issue Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 EXHIBIT A-2









 EXHIBIT A-3 
 TO GUARANTEE AND COLLATERAL AGREEMENT 
 FORM OF TRADEMARK SECURITY AGREEMENT

 This TRADEMARK SECURITY AGREEMENT, dated as of
[            ], 20[        ] this “Agreement”), is made by the signatory hereto indicated as a “Grantor”
(the “Grantor”) in favor of MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Agent”). 

WHEREAS, pursuant to that certain Credit Agreement dated as of June 21, 2012 by and among AIRCELL BUSINESS AVIATION SERVICES
LLC, a Delaware limited liability company (the “BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings” and,
together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), the Administrative Agent, the Agent, and the other parties from time to time party thereto (as the same may hereafter be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and conditions set forth therein, to the
Borrowers; and 
 WHEREAS, as a condition precedent to the obligation of the Lenders to make their respective extension
of credit to the Borrowers under the Credit Agreement, the Grantors entered into a Guarantee and Collateral Agreement dated as of June 21, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”) between the Grantor, the Agent and the other persons party thereto, pursuant to which the Grantor granted to the Agent, for the benefit of the Secured Parties, a security interest in the Trademark Collateral (as
defined below); 
 WHEREAS, pursuant to the Guarantee and Collateral Agreement, Grantor agreed to execute this Agreement,
in order to record the security interest granted to the Agent for the benefit of the Secured parties with the United States Patent and Trademark Office. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the
Agent as follows: 
 SECTION 1. Defined Terms 
 Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Guarantee and Collateral Agreement, and if not defined therein, shall have the respective meanings
given thereto in the Credit Agreement. 

  
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 SECTION 2. Notice and Confirmation of Grant of Security Interest in Trademark Collateral

 SECTION 2.1 Notice and Confirmation of Grant of Security. Grantor hereby confirms the grant in the Guarantee and
Collateral Agreement to the Agent, for the benefit of the Secured Parties, of a security interest in, all of the following property, in each case, wherever located and now owned or at any time hereafter acquired by Grantor or in which Grantor now
has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of Grantor’s Obligations: 
 All of Grantor’s right, title and interest in and
to all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names and other indicia of origin or
source identification, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including, without limitation, the registrations and applications
listed in Schedule A attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to sue or otherwise recover for
any past, present and future infringement, dilution, or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter
due and/or payable with respect thereto, and (v) all other trademark rights accruing thereunder or pertaining thereto throughout the world. 
 SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof
attach to any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to
Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a
security interest therein could impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law. 
 SECTION 3. Security Agreement 
 The security interest confirmed pursuant to
this Agreement is confirmed in conjunction with the security interest granted to the Agent for the Secured Parties pursuant to the Guarantee and Collateral Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of
the Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if
fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Guarantee and Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall control. 

  
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 SECTION 4. Governing Law 
 THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND
EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 
 SECTION 5. Counterparts 

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 
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 IN WITNESS WHEREOF, Grantor has caused this Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above. 
  

			
	 [NAME OF GRANTOR],
 as Grantor

		
	By:	 	 
		 	 Name:

Title:




  
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	 Accepted and Agreed:
  

MORGAN STANLEY SENIOR FUNDING, INC.,
as Agent

		
	By:	 	 
		 	 Name:

Title:



  
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 SCHEDULE A 
 to 
 TRADEMARK SECURITY AGREEMENT 

TRADEMARK REGISTRATIONS AND APPLICATIONS 
  

									
	 Mark
	  	 Serial No.
	  	 Filing Date
	  	 Registration No.
	  	 Registration Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
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 Annex 1 to 
 Guarantee and Collateral Agreement 
 ASSUMPTION AGREEMENT, dated as of
                    ,             , made by
                    , a
                     (the “Additional Grantor”), in favor of MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent (in
such capacity, the “Agent”) for (i) the banks and other financial institutions and entities (the “Lenders”) parties to the Credit Agreement referred to below, and (ii) the other Secured Parties (as defined in the
Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 
 W I T N E S S E T H: 
 WHEREAS, AIRCELL BUSINESS AVIATION SERVICES LLC, a Delaware limited liability company (the “BA”), GOGO LLC, a Delaware limited liability company (“CA”), GOGO INTERMEDIATE
HOLDINGS LLC, a Delaware limited liability company (“Holdings” and, together with BA and CA, collectively, the “Borrowers” and each a “Borrower”), the Lenders, and the Agent have entered into a
Credit Agreement, dated as of June 21, 2012 (as amended, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Borrowers and certain of their Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of
June 21, 2012 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Agent for the benefit of the Secured Parties; 

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the
Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided
in Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Guarantor and Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and
Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth
in 

  
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Schedules                     5 to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS ASSUMPTION
AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A
DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS). 

3. Successors and Assigns. 
 This Assumption Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Additional Grantor may not assign, transfer or
delegate any of its rights or obligations under this Assumption Agreement without the prior written consent of the Agent and any such assignment, transfer or delegation without such consent shall be null and void. 

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above
written. 
  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	 
		 	 Name:

Title:



  

	5 	Refer to each Schedule which needs to be supplemented. 


  
 Annex I-2