TIME, TO FILE OR RECORD SUCH
FINANCING STATEMENTS AND AMENDMENTS THERETO, IN FORM AND SUBSTANCE ACCEPTABLE TO
THE COLLATERAL AGENT, AS MAY FROM TIME TO TIME BE REQUIRED OR NECESSARY TO
GRANT, CONTINUE AND MAINTAIN A VALID, ENFORCEABLE, FIRST PRIORITY SECURITY
INTEREST IN THE COLLATERAL AS PROVIDED HEREIN (TO THE EXTENT SUCH PERFECTION AND
PRIORITY CAN BE OBTAINED BY FILING A UNIFORM COMMERCIAL CODE FINANCING STATEMENT
OR BY FILING A RECORD OF SUCH SECURITY INTEREST WITH THE FAA), AND THE OTHER
RIGHTS, AS AGAINST THIRD PARTIES, PROVIDED HEREBY, ALL IN ACCORDANCE WITH THE
UNIFORM COMMERCIAL CODE AS ENACTED IN ANY AND ALL RELEVANT JURISDICTIONS OR ANY
OTHER RELEVANT LAW.
THE PLEDGOR SHALL PAY ANY APPLICABLE FILING FEES AND OTHER
EXPENSES RELATED TO THE FILING OF SUCH FINANCING STATEMENTS AND AMENDMENTS
THERETO.
(II)
COMPLIANCE WITH LAWS AND REGULATIONS.
THE PLEDGOR SHALL PROMPTLY
COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS, ORDINANCES; ORDERS, RULES,
REGULATIONS, AND REQUIREMENTS OF ALL FEDERAL, STATE, MUNICIPAL OR OTHER
GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITIES OR BODIES INCLUDING, WITHOUT
LIMITATION, FOREIGN AVIATION AUTHORITIES, THEN HAVING JURISDICTION OVER THE
COLLATERAL (OR ANY PART THEREOF) AND/OR THE USE THEREOF BY THE PLEDGOR, OF EVERY
NATURE AND KIND (THE "REQUIREMENTS") INCLUDING ANY OF THE SAME WHICH RELATE TO
OR REQUIRE CHANGES OR REQUIREMENTS INCIDENT TO OR AS THE RESULT OF ANY USE
THEREOF OR OTHERWISE, AND THE PLEDGOR SHALL SO COMPLY, WHETHER OR NOT SUCH
REQUIREMENTS SHALL NOW EXIST OR SHALL HEREAFTER BE ENACTED OR PROMULGATED AND
WHETHER OR NOT THE SAME MAY BE SAID TO BE WITHIN THE PRESENT CONTEMPLATION OF
THE PARTIES HERETO.
NOTWITHSTANDING THE FOREGOING, IF THE PLEDGOR CONTESTS A
REQUIREMENT, IT SHALL NOT BE OBLIGATED TO COMPLY WITH SUCH REQUIREMENT TO THE
EXTENT SUCH NON-COMPLIANCE OR
5
DEFERRAL IS CONSISTENT WITH LAW AND DOES NOT HAVE A MATERIALLY ADVERSE EFFECT ON
THE COLLATERAL OR THE SECURITY INTEREST THEREIN.
(III)
NOTICE OF LAWS.
THE PLEDGOR AGREES TO GIVE THE COLLATERAL AGENT
NOTICE OF ANY VIOLATIONS OF ANY REQUIREMENT ENACTED, PASSED, PROMULGATED, MADE,
ISSUED OR ADOPTED BY ANY OF THE GOVERNMENTAL DEPARTMENTS OR AGENCIES OR
AUTHORITIES HEREINBEFORE MENTIONED AFFECTING THE COLLATERAL OR THE PLEDGOR'S USE
THEREOF, A COPY OF WHICH IS SERVED UPON OR RECEIVED BY THE PLEDGOR, OR OTHERWISE
BROUGHT TO THE ATTENTION OF THE PLEDGOR, BY MAILING WITHIN THIRTY (30) BUSINESS
DAYS AFTER SUCH SERVICE, RECEIPT, OR AFTER THE SAME OTHERWISE COMES TO THE
ATTENTION OF THE PLEDGOR, A COPY OF EACH AND EVERY ONE THEREOF TO THE COLLATERAL
AGENT.
AT THE SAME TIME, THE PLEDGOR WILL INFORM THE COLLATERAL AGENT AS TO THE
WORK OR STEPS WHICH THE PLEDGOR PROPOSES TO DO OR TAKE IN ORDER TO CORRECT THE
VIOLATION.
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF SUCH WORK OR STEP WOULD
REQUIRE ANY ALTERATIONS WHICH WOULD, IN THE COLLATERAL AGENT'S REASONABLE
OPINION, REDUCE THE VALUE OF THE COLLATERAL OR CHANGE THE GENERAL CHARACTER OR
USE OF THE COLLATERAL, THE PLEDGOR MAY, WITH THE CONSENT OF THE COLLATERAL
AGENT, DEFER COMPLIANCE THEREWITH, AS LONG AS SUCH DEFERRAL IS