observed or impose any
liability on the Collateral Agent or any Secured Creditor for any act or
omission on the part of the Pledgor relating thereto or for any breach of any
representation or warranty on the part of the Pledgor contained in this
Agreement, or in respect of the Collateral or made in connection herewith or
therewith.
This Section shall survive the termination of this Agreement and the
discharge of the Pledgor's other obligations hereunder and under the Loan
Documents.
Section 4.
Representations, Warranties and Covenants.
The Pledgor
represents, warrants and covenants as follows:
(I)
ALL FILINGS, REGISTRATIONS AND RECORDINGS NECESSARY OR REASONABLY
REQUESTED BY THE COLLATERAL AGENT TO CREATE, PRESERVE, PROTECT AND PERFECT THE
SECURITY INTERESTS GRANTED BY THE PLEDGOR TO THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED CREDITORS
2
HEREBY IN RESPECT OF THE COLLATERAL HAVE BEEN ACCOMPLISHED BY THE PLEDGOR TO THE
EXTENT THAT SUCH SECURITY INTERESTS CAN BE PERFECTED UNDER THE UNIFORM
COMMERCIAL CODE AND THE FEDERAL AVIATION ACT.
THE SECURITY INTERESTS GRANTED TO
THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED CREDITORS PURSUANT TO THIS
INSTRUMENT IN AND TO THE COLLATERAL CONSTITUTE AND HEREAFTER WILL CONSTITUTE A
PERFECTED SECURITY INTEREST THEREIN SUPERIOR AND PRIOR TO THE RIGHTS OF ALL
OTHER PERSONS THEREIN (TO THE EXTENT SUCH PERFECTION AND PRIORITY CAN BE
OBTAINED UNDER THE UNIFORM COMMERCIAL CODE OR BY FILING A RECORD OF SUCH
SECURITY INTEREST WITH THE FAA) AND IS ENTITLED TO ALL THE RIGHTS, PRIORITIES
AND BENEFITS AFFORDED BY THE UNIFORM COMMERCIAL CODE, THE FEDERAL AVIATION ACT
AS ENACTED IN ANY RELEVANT JURISDICTION TO PERFECTED SECURITY INTERESTS.
(II)
THE PLEDGOR IS, AND AS TO COLLATERAL ACQUIRED BY IT FROM TIME TO
TIME AFTER THE DATE HEREOF THE PLEDGOR WILL BE, THE OWNER OF ALL COLLATERAL FREE
FROM ANY LIEN EXCEPT FOR THE LIEN AND SECURITY INTEREST CREATED BY THIS
AGREEMENT, PERMITTED LIENS AND SUBJECT TO THE FEDERAL AVIATION ACT, AND EXCEPT
FOR ANY LIEN IN FAVOR OF A LESSOR CREATED UNDER THE TERMS OF AN AGREEMENT GIVING
RISE TO A GATE LEASEHOLD.
THE PLEDGOR SHALL DEFEND THE COLLATERAL AGAINST ANY
AND ALL CLAIMS AND DEMANDS OF ALL PERSONS AT ANY TIME CLAIMING ANY INTEREST
THEREIN ADVERSE TO THE COLLATERAL AGENT OR ANY SECURED CREDITOR.
(III)
THERE IS NO FINANCING STATEMENT (OR SIMILAR STATEMENT OR
INSTRUMENT OF REGISTRATION UNDER THE LAW OF ANY JURISDICTION) ON THE DATE
HEREOF, COVERING OR PURPORTING TO COVER ANY INTEREST OF ANY KIND IN THE
COLLATERAL, AND SO LONG AS THE CREDIT AGREEMENT HAS NOT BEEN TERMINATED OR ANY
OF THE OBLIGATIONS REMAIN, THE PLEDGOR SHALL NOT EXECUTE OR AUTHORIZE TO BE
FILED IN ANY PUBLIC OFFICE ANY FINANCING STATEMENT (OR SIMILAR STATEMENT OR
INSTRUMENT OF REGISTRATION UNDER THE LAW OF ANY JURISDICTION), OR STATEMENTS
RELATING TO THE COLLATERAL, EXCEPT FINANCING STATEMENTS FILED OR TO BE FILED IN
RESPECT OF AND COVERING THE SECURITY INTERESTS GRANTED HEREBY BY THE PLEDGOR AND
EXCEPT AS MAY BE OTHERWISE PERMITTED BY THE CREDIT AGREEMENT.
(IV)
THE CHIEF