C. F. R. PART
121) WHICH ARE REQUIRED BY THE DOT OR THE FAA AND WHICH ARE ADEQUATE FOR THE
CONDUCT OF THE BUSINESS OF THE PLEDGOR ARE IN FORCE AND DULY ISSUED TO THE
PLEDGOR.
THERE ARE NO LICENSE FEES OWED ON THE PLEDGOR'S DOT OR FAA LICENSES,
CERTIFICATES OR AUTHORIZATIONS.
THE PLEDGOR IS IN COMPLIANCE WITH ALL MATERIAL
REQUIREMENTS OF THE CERTIFICATES AND AUTHORIZATIONS ISSUED TO IT BY THE DOT OR
THE FAA.
(VII)
THE PLEDGOR HAS FULL CORPORATE POWER AND AUTHORITY AND LEGAL RIGHT
TO PLEDGE ALL OF THE COLLATERAL PURSUANT TO THIS AGREEMENT.
(VIII)
NO CONSENT OF ANY OTHER PARTY (INCLUDING, WITHOUT LIMITATION,
STOCKHOLDERS OR CREDITORS OF THE PLEDGOR), AND NO CONSENT, AUTHORIZATION,
APPROVAL, OR OTHER ACTION BY, AND (EXCEPT IN CONNECTION WITH THE PERFECTION OF
THE LIEN CREATED HEREBY) NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY
OR OTHER PERSON IS REQUIRED EITHER (X) FOR THE PLEDGE BY THE PLEDGOR OF THE
COLLATERAL PURSUANT TO THIS AGREEMENT OR FOR THE EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT OR (Y) FOR THE EXERCISE BY THE COLLATERAL AGENT OF
THE RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE REMEDIES IN RESPECT OF THE
COLLATERAL PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE TRANSFER OF
PLEDGED ROUTES IS SUBJECT TO THE CONSENT OF THE DOT AND MAY BE SUBJECT TO THE
CONSENT OF THE APPLICABLE FOREIGN AVIATION AUTHORITY AS SET FORTH IN SECTION 10B
BELOW.
(IX)
ALL INFORMATION SET FORTH HEREIN RELATING TO THE COLLATERAL IS
ACCURATE IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF.
4
(X)
THIS AGREEMENT IS MADE WITH FULL RECOURSE TO THE PLEDGOR AND
PURSUANT TO AND UPON ALL THE WARRANTIES, REPRESENTATIONS, COVENANTS AND
AGREEMENTS ON THE PART OF THE PLEDGOR CONTAINED HEREIN, IN THE OTHER LOAN
DOCUMENTS, AND OTHERWISE IN WRITING IN CONNECTION HEREWITH OR THEREWITH.
Section 5.
Supplements, Further Assurances.
The Pledgor agrees
that at any time and from time to time, at the expense of the Pledgor, the
Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be required or that the Collateral Agent
reasonably deems necessary, in order to perfect, preserve and protect any
security interest granted or purported to be granted hereby or to enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder with
respect to any Collateral including, without limitation, any actions reasonably
requested by the Collateral Agent to register, record and identify the
Collateral Agent as a "Holder" of a Slot with the FAA and to cause evidence of
its title to be duly recorded, filed or filed for recording, to the extent
permitted or required under any applicable law, by the Pledgor as owner and any
actions reasonably requested by the Collateral Agent required to perfect
preserve and protect any such security interest under other applicable laws.
Section 6.
Provisions Concerning Pledged Collateral.
(I)
FINANCING STATEMENTS.
THE PLEDGOR HEREBY AUTHORIZES THE
COLLATERAL AGENT, AT ANY TIME AND FROM TIME TO