Common use of Obligations of the Pledgors Clause in Contracts

Obligations of the Pledgors. (a) The Pledgors jointly and severally undertake and agree that they shall, during the term of this Agreement: (i) defend, at its own cost and expense, the Pledged Aircrafts and the right, title and interest of Pledgee and the Secured Parties in and to the Pledged Aircrafts, from and against any actions, claims or proceedings brought by any Person (including any Person claiming an interest in respect of the Pledged Aircrafts) other than Pledgee and/or the Secured Parties; provided, however, that Pledgee shall have the right, but not the obligation, to defend the Pledged Aircrafts and its rights and the rights of the Secured Parties under this Agreement, in which event the Pledgors shall reimburse the Pledgee for the reasonable and documented costs and expenses incurred by Pledgee and/or the Secured Parties in connection with such defense, and the amount thereof shall form part of the Secured Obligations until paid in full; (ii) pay any expenses necessary for the preservation, repair, management or collection of the Pledged Assets, within the ordinary course of its operations; (iii) refrain from creating, incurring, assuming or allowing to exist any Lien, charge, option or Collateral in favor of, or any claim of any Person with respect to, any of the Pledged Aircrafts now owned by the Pledgors or hereafter acquired by the Pledgors, except for the Pledged Collateral; (iv) refrain from selling, exchanging, conveying, transferring, assigning, surrendering, affecting in trust, granting in usufruct, pledging or otherwise disposing of, or granting any option with respect to, such Pledged Aircrafts or any interest or right therein, except as permitted pursuant to paragraph (a) of Clause Fifth hereof, and except for the Pledged Collateral or as otherwise permitted by the Indenture; (v) refrain from taking any action that would in any way (x) impair the value of the Aircraft, or (y) limit the enforceability of the Pledgee’s Collateral in the Pledged Aircrafts, or (z) take any action the result of which would impair the enforceability of the pledge created hereunder; (vi) refrain from taking any action, outside the ordinary course of its business, that would affect the Pledged Aircrafts; (vii) execute and deliver to Pledgee such documents in favor of Pledgee, and take any action in connection with the Pledged Collateral as Pledgee may request in order to protect and maintain the Pledged Collateral and to protect and preserve the Pledged Aircrafts, and pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (viii) pay any and all taxes, assessments, levies and other charges of any nature whatsoever which may be assessed, levied or imposed on or in connection with the Pledged Aircrafts (or any part thereof); ii. if applicable, maintain in force any authorization or approval, whether internal or governmental, in order for the Pledged Collateral under this Agreement to be valid and enforceable; iii. in the event that the perfection or enforceability of the Pledge created pursuant to this Agreement is affected or limited in any way, or if the Pledgee so requests in writing, with just cause, to grant a new pledge on or in connection with the Pledged Aircrafts or, if this is not possible, on any other assets of the Pledgor that are acceptable to the Pledgee and subject to the provisions of the Indenture; iv. to comply with, observe, maintain, renew and carry out any and all Legal Requirements applicable to or in respect of the Pledged Aircrafts; to maintain the Pledged Aircrafts registered in the name of the Pledgors in accordance with applicable law; and to obtain and maintain in full force and effect all concessions, certificates, licenses, permits and authorizations required for the use and operation of the Pledged Aircrafts; the foregoing, except for those Pledged Aircrafts which, in accordance with Exhibit “C”, are not airworthy as of the date of execution of this Agreement. v. cover and pay in full all and any costs and expenses necessary or convenient for the proper conservation, repair, management and operation of all and any Pledged Aircrafts; vi. use reasonable efforts to maintain the Pledged Aircrafts in good physical and operating condition and to carry out any repairs and replacements thereto in order to maintain the value and operating efficiency of the Pledged Aircrafts, except for ordinary wear and tear, and to maintain and preserve the Pledged Aircrafts in accordance with the manufacturers’ standards; vii. to not use the Pledged Aircrafts or any part thereof in any manner contrary to any manufacturers’ recommendations or other applicable airworthiness directives and service bulletins issued by the Aeronautical Authorities; viii. ensure that all personnel and crew involved in the operation of the Pledged Aircrafts are qualified for such purposes and have all the required licenses and certifications in accordance with the applicable legislation and the requirements of the Aeronautical Authorities; ix. in accordance with the provisions of Article 361 of the Law, to maintain possession of the Pledged Aircrafts at all times, unless otherwise permitted by the Indenture; provided, however, that the Pledgors shall be liable for any loss or damage suffered by the Pledgee and/or the Secured Parties in connection with the Pledged Aircrafts due to the negligence, willful misconduct or bad faith of any of the Pledgors; x. refrain from amending the terms of any document constituting or relating to the Pledged Aircrafts in any manner that would affect the fulfillment of the Guaranteed Obligations or that would otherwise result (or could reasonably be expected to result) in a default or conflict with the terms and conditions of the Note Issuance Documents without the prior written consent of the Pledgee; xi. refrain from taking any action or allowing any Person to take or refrain from taking any action, which may impair the validity or enforceability of the Pledged Collateral created hereunder; xii. not abandon the Pledged Aircrafts, and to refrain from taking any action or allowing any Person to take or refrain from taking any action, which may (i) expose the Pledged Aircrafts or any part thereof to risk of damage, destruction, seizure, forfeiture, confiscation, and/or (ii) impair the validity or enforceability of the Pledged Collateral created hereunder; xiii. guarantee at all times the existence and legitimacy of the Pledged Aircrafts, until such time as the Pledged Obligations have been duly and timely satisfied, paid, performed and irrevocably discharged in full, to the satisfaction of the Pledgee; xiv. promptly notify the Pledgee in writing of any circumstances which adversely affect or which the Pledgors (or any of them) reasonably believe may adversely affect the rights of the Pledgee and/or the Secured Parties under this Agreement, or of any circumstance or event which causes or may cause a material reduction in value, loss or destruction of the Pledged Aircrafts (or any part thereof), as soon as practicable but in any event within 2 (two) Business Days after the date on which such circumstance or event occurs; xv. deliver to Pledgee such information as Pledgee may justifiably and reasonably require in writing in connection with the Pledged Aircrafts and the performance of this Agreement, as soon as practicable, but in any event within 2 (two) Business Days after the date on which any Pledgor receives such request; and, xvi. immediately notify the Pledgee in writing of the occurrence of any Default or Event of Default. xvii. comply with all obligations included in the Note Issuance Documents and any other related documents in accordance with the terms thereof. (b) The Pledgors covenant and agree that they shall protect, indemnify, reimburse, defend and hold the Pledgee and the Secured Parties (and their respective successors, representatives and assignees) and their respective directors, officers, employees, legal representatives, legal counsel and agents, at the sole cost and expense of the Pledgors, harmless from and against any and all liabilities, losses, demands, suits, proceedings, penalties, judgments, Liens, assessments, claims, damages, costs, fines and disbursements, as well as reasonable expenses and fees and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal counsel fees), whether known or unknown, anticipated or unanticipated, contingent or otherwise, arising out of or in connection with the Pledged Aircrafts or any part thereof (including, without limitation, any tax contingency or liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, delivery and performance of this Agreement and any amendments thereto; (ii) the perfection and maintenance of the Pledged Collateral under this Agreement; (iii) the exercise of any of the rights arising out of or relating to the Pledged Aircrafts; and (iv) the exercise by Pledgee of any of its rights, actions and remedies under or pursuant to this Agreement. The indemnification obligations of the Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Aircrafts (or any part thereof) pursuant to Clause Seventh of this Agreement or otherwise. (c) The Pledgors hereby expressly and irrevocably agree to maintain the Pledged Collateral in favor of the Pledgee over the totality of the Pledged Aircrafts and hereby unconditionally, expressly and irrevocably waive to exercise any and all rights provided in Article 358 of the Law, without the prior written consent of the Pledgee.

Obligations of the Pledgors. (a) The Pledgors hereby agree and undertake, and the Issuers acknowledge and consent, that the Pledged Shares (including the Additional Shares) shall, at all times during the term of this Agreement and until none of the Guaranteed Obligations remain outstanding, represent 100% (one hundred percent) of the issued and outstanding capital stock of the Issuers, on a fully diluted basis. The Pledgors and the Issuers shall take any and all actions that may be necessary (including the endorsement and delivery of any securities and the entry in the share registry ledger) for the performance of the obligations contained in this paragraph. (b) The Pledgors jointly and severally undertake and agree that they shall, during the term of this Agreement: (i) defend, at its own cost and expense, the Pledged Aircrafts Shares and the right, title and interest of Pledgee and the Secured Parties in and to the Pledged AircraftsShares, from and against any actions, claims or proceedings brought by any Person (including any Person claiming an interest in respect of the Pledged AircraftsShares) other than Pledgee and/or the Secured Parties; provided, however, that Pledgee shall have the right, but not the obligation, to defend the Pledged Aircrafts Shares and its rights and the rights of the Secured Parties under this Agreement, in which event the Pledgors shall reimburse the Pledgee Pledgor for the reasonable and documented costs and expenses incurred by Pledgee and/or the Secured Parties in connection with such defense, and the amount thereof shall form part of the Secured Obligations until paid in full; (ii) pay any expenses necessary for the preservation, repair, management or collection of the Pledged AssetsShares, within the ordinary course of its operations; (iii) refrain from creating, incurring, assuming or allowing to exist any Lien, charge, option or Collateral security interest in favor of, or any claim of any Person with respect to, any of the Pledged Aircrafts Shares now owned by the Pledgors or hereafter acquired by the Pledgors, except for the Pledged Collateral; (iv) refrain from selling, exchanging, conveyingtransferring, transferring, assigning, surrenderingdelivering, affecting in trust, granting in usufruct, pledging or otherwise disposing of, or granting any option with respect to, such Pledged Aircrafts Shares or any interest or right therein, except as permitted pursuant to paragraph (a) of Clause Fifth hereof, and except for the Pledged Collateral or as otherwise permitted by the Indenture; (v) refrain from taking any action that which would in any way (x) impair the value of the AircraftPledged Shares, or (y) limit the enforceability of the Pledgee’s Collateral security interest in the Pledged AircraftsShares, or (z) take any action the result of which would impair result in impairing the enforceability of the pledge created hereunderunder this Agreement; (vi) refrain from taking any action, outside the ordinary course of its business, that which would affect the Pledged AircraftsShares; (vii) execute and deliver to Pledgee such documents in favor of Pledgee, and take any action in connection with the Pledged Collateral as Pledgee may request in order to protect and maintain the Pledged Collateral and to protect and preserve the Pledged AircraftsShares, and pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (viii) pay any and all taxes, assessments, levies and any other charges of any nature whatsoever which may be assessed, levied or imposed on or in connection with respect of the Pledged Aircrafts Shares (or any part thereof) and/or in respect of any and all dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by the Issuers in respect of such Distributions); ii. if applicable, maintain in force any authorization or approval, whether internal or governmental, in order for the Pledged Collateral pledged under this Agreement to be valid and enforceable; iii. in the event that the perfection or enforceability of the Pledge created pledge pursuant to this Agreement is affected or limited in any way, or if the Pledgee so requests in writing, with just cause, to grant a new pledge on or in connection with the Pledged Aircrafts Shares or, if this is not possible, on any other assets of the Pledgor that are acceptable to the Pledgee and subject to the provisions of the IndentureAgreement; iv. to comply with, observe, maintain, renew and carry out any and all Legal Requirements applicable to or in respect of the Pledged Aircrafts; to maintain the Pledged Aircrafts registered in the name of the Pledgors in accordance with applicable law; and to obtain and maintain in full force and effect all concessions, certificates, licenses, permits and authorizations required for the use and operation of the Pledged Aircrafts; the foregoing, except for those Pledged Aircrafts which, in accordance with Exhibit “C”, are not airworthy as of the date of execution of this Agreement. v. cover and pay in full all and any costs and expenses necessary or convenient for the proper conservation, repair, management and operation of all and any Pledged Aircrafts; vi. use reasonable efforts to maintain the Pledged Aircrafts in good physical and operating condition and to carry out any repairs and replacements thereto in order to maintain the value and operating efficiency of the Pledged Aircrafts, except for ordinary wear and tear, and to maintain and preserve the Pledged Aircrafts in accordance with the manufacturers’ standards; vii. to not use the Pledged Aircrafts or any part thereof in any manner contrary to any manufacturers’ recommendations or other applicable airworthiness directives and service bulletins issued by the Aeronautical Authorities; viii. ensure that all personnel and crew involved in the operation of the Pledged Aircrafts are qualified for such purposes and have all the required licenses and certifications in accordance with the applicable legislation and the requirements of the Aeronautical Authorities; ix. in accordance with the provisions of Article 361 of the Law, to maintain possession of the Pledged Aircrafts at all times, unless otherwise permitted by the Indenture; provided, however, that the Pledgors shall be liable for any loss or damage suffered by the Pledgee and/or the Secured Parties in connection with the Pledged Aircrafts due to the negligence, willful misconduct or bad faith of any of the Pledgors; x. refrain from amending the terms of any document constituting or relating to the Pledged Aircrafts in any manner that would affect the fulfillment of the Guaranteed Obligations or that would otherwise result (or could reasonably be expected to result) in a default or conflict with the terms and conditions of the Note Issuance Documents without the prior written consent of the Pledgee; xi. refrain from taking any action or allowing permitting any Person to take or refrain from taking any action, which may impair the validity or enforceability of the Pledged Collateral created hereunder; xii. not abandon the Pledged Aircrafts, and to refrain from taking any action or allowing any Person to take v. exercise voting rights or refrain from taking exercising any action, which may (i) expose voting rights relating to the Pledged Aircrafts Shares, or any part thereof permit the Pledgee to risk exercise such voting rights, in each case, in accordance with the provisions of damageSection Four and, destructionin general, seizure, forfeiture, confiscation, and/or (ii) impair the validity or enforceability of the Pledged Collateral created hereunderthis Agreement; xiiivi. guarantee at all times the existence and legitimacy of the Pledged Aircrafts, until such time as the Pledged Obligations have been duly and timely satisfied, paid, performed and irrevocably discharged in full, to the satisfaction of the Pledgee; xiv. promptly notify the Pledgee in writing of any circumstances which adversely affect or which the Pledgors (or any of them) and/or the Issuers reasonably believe may adversely affect the rights of the Pledgee and/or the Secured Parties under this Agreement, or of any circumstance or event which causes or may cause a the loss, destruction or material reduction in value, loss or destruction value of the Pledged Aircrafts Shares (or any part thereof), as soon as practicable but in any event within 2 (two) Business Days after following the date on which such circumstance or event occurs; xvvii. deliver to the Pledgee such information as the Pledgee may justifiably and reasonably require in writing in connection with the Pledged Aircrafts Shares and the performance of this Agreement, as soon as practicablepossible, but in any event within 2 (two) Business Days after following the date on which any such Pledgor and/or Issuer receives such request; and,; xviviii. immediately notify the Pledgee in writing of the occurrence of as to whether any Default or Event of Default.Default has occurred; xviiix. comply with all obligations included deliver or cause to be delivered on time to the Pledgee, those documents provided for in the Note Issuance Documents and any other related documents in accordance with the terms thereof. Clause Two, paragraph (b) The Pledgors covenant and agree that they shall protect, indemnify, reimburse, defend and hold the Pledgee and the Secured Parties (and their respective successors, representatives and assignees) and their respective directors, officers, employees, legal representatives, legal counsel and agents, at the sole cost and expense of the Pledgors, harmless from and against any and all liabilities, losses, demands, suits, proceedings, penalties, judgments, Liens, assessments, claims, damages, costs, fines and disbursementse), as well as reasonable expenses and fees and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal counsel fees), whether known or unknown, anticipated or unanticipated, contingent or otherwise, arising out of or in connection to comply with the Pledged Aircrafts or any part thereof (including, without limitation, any tax contingency or liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, delivery and performance of this Agreement and any amendments thereto; (ii) the perfection and maintenance of the Pledged Collateral under this Agreement; (iii) the exercise of any of the rights arising out of or relating to the Pledged Aircrafts; and (iv) the exercise by Pledgee of any of its rights, actions and remedies under or pursuant to this Agreement. The indemnification all those obligations of the Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Aircrafts (or any part thereof) pursuant to Clause Seventh of this Agreement or otherwise. (c) The Pledgors hereby expressly and irrevocably agree to maintain the Pledged Collateral in favor of the Pledgee over the totality of the Pledged Aircrafts and hereby unconditionally, expressly and irrevocably waive to exercise any and all rights provided in Article 358 of the Law, without the prior written consent of the Pledgee.for such purposes;

Obligations of the Pledgors. So long as any of the Secured Obligations remains outstanding, each of the Pledgors, unless the Pledgee consents otherwise in writing, shall undertake all necessary actions to: (a) The Pledgors jointly At such Pledgor's expense, at any time and severally undertake from time to time, promptly execute and agree deliver all further instruments and documents and take all further action that they shallmay be necessary or desirable or that the Pledgee may request, during in order to (i) perfect and protect the term pledge and security interest created or purported to be created hereby; (ii) enable the Pledgee to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral; and (iii) carry out any other action necessary to comply with the purposes of this Agreement:; (ib) defendRefrain from selling, at its own cost and expense, assigning or otherwise disposing of or granting any option in respect of the Pledged Aircrafts and Collateral, or creating or permitting the existence of any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the pledge created hereunder; (c) Promptly, but in any event within five (5) Business Days of obtaining knowledge of any action or claim that may affect the Pledged Collateral or the Pledgee's right, title or security interest and interest of Pledgee and the Secured Parties enforceability in and to the Pledged Aircrafts, from and against any actions, claims or proceedings brought by any Person (including any Person claiming an interest in respect of the Pledged Aircrafts) other than Pledgee and/or the Secured Parties; provided, however, that Pledgee shall have the right, but not the obligation, to defend the Pledged Aircrafts and its rights and the rights of the Secured Parties under this Agreement, in which event the Pledgors shall reimburse the Pledgee for the reasonable and documented costs and expenses incurred by Pledgee and/or the Secured Parties in connection with such defense, and the amount thereof shall form part of the Secured Obligations until paid in full; (ii) pay any expenses necessary for the preservation, repair, management or collection of the Pledged Assets, within the ordinary course of its operations; (iii) refrain from creating, incurring, assuming or allowing to exist any Lien, charge, option or Collateral in favor ofCollateral, or any claim of any Person which would violate or be inconsistent with respect to, any of the Pledged Aircrafts now owned terms or conditions of the Financing Documents, deliver a written notice to the Pledgee providing detailed information regarding such action or claim and, unless otherwise instructed by the Pledgors Pledgee, defend such right, title and security interest at its expense; (d) At its expense, promptly deliver to the Pledgee a copy of each notice or hereafter acquired other communication received by the Pledgors, except for the Pledged Collateral; (iv) refrain from selling, exchanging, conveying, transferring, assigning, surrendering, affecting in trust, granting in usufruct, pledging or otherwise disposing of, or granting any option with respect to, such Pledged Aircrafts or any interest or right therein, except as permitted pursuant to paragraph (a) of Clause Fifth hereof, and except for it that could affect the Pledged Collateral owned by it or as otherwise permitted by the Indenture; (v) refrain from taking any action that would security interest created hereby in any way (x) impair the value of the Aircraft, or (y) limit the enforceability favor of the Pledgee’s Collateral in the Pledged Aircrafts, or ; and (ze) take any action the result of which would impair the enforceability of the pledge created hereunder; (vi) refrain from taking any action, outside the ordinary course of its business, that would affect the Pledged Aircrafts; (vii) execute and deliver to Pledgee such documents in favor of Pledgee, and take any action in connection with the Pledged Collateral as Pledgee may request in order to protect and maintain the Pledged Collateral and to protect and preserve the Pledged Aircrafts, and pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (viii) pay any and all taxes, assessments, levies and other charges of any nature whatsoever which may be assessed, levied or imposed on or in connection with the Pledged Aircrafts (or any part thereof); ii. if applicable, maintain in force any authorization or approval, whether internal or governmental, in order for the Pledged Collateral under this Agreement to be valid and enforceable; iii. in the event that the perfection or enforceability of the Pledge created pursuant to this Agreement is affected or limited in any way, or if the Pledgee so requests in writing, with just cause, to grant a new pledge on or in connection with the Pledged Aircrafts or, if this is not possible, on any other assets of the Pledgor that are acceptable to the Pledgee and subject to the provisions of the Indenture; iv. to comply with, observe, maintain, renew and carry out any and all Legal Requirements applicable to or in respect of the Pledged Aircrafts; to maintain the Pledged Aircrafts registered in the name of the Pledgors in accordance with applicable law; and to obtain and maintain in full force and effect all concessions, certificates, licenses, permits and authorizations required for the use and operation of the Pledged Aircrafts; the foregoing, except for those Pledged Aircrafts which, in accordance with Exhibit “C”, are not airworthy as of the date of execution of this Agreement. v. cover and pay in full all and any costs and expenses necessary or convenient for the proper conservation, repair, management and operation of all and any Pledged Aircrafts; vi. use reasonable efforts to maintain the Pledged Aircrafts in good physical and operating condition and to carry out any repairs and replacements thereto in order to maintain the value and operating efficiency of the Pledged Aircrafts, except for ordinary wear and tear, and to maintain and preserve the Pledged Aircrafts in accordance with the manufacturers’ standards; vii. to not use the Pledged Aircrafts or any part thereof in any manner contrary to any manufacturers’ recommendations or other applicable airworthiness directives and service bulletins issued by the Aeronautical Authorities; viii. ensure that all personnel and crew involved in the operation of the Pledged Aircrafts are qualified for such purposes and have all the required licenses and certifications in accordance with the applicable legislation and the requirements of the Aeronautical Authorities; ix. in accordance with the provisions of Article 361 of the Law, to maintain possession of the Pledged Aircrafts at all times, unless otherwise permitted by the Indenture; provided, however, that the Pledgors shall be liable for any loss or damage suffered by the Pledgee and/or the Secured Parties in connection with the Pledged Aircrafts due to the negligence, willful misconduct or bad faith of any of the Pledgors; x. refrain from amending the terms of any document constituting or relating to the Pledged Aircrafts in any manner that would affect the fulfillment of the Guaranteed Obligations or that would otherwise result (or could reasonably be expected to result) in a default or conflict with the terms and conditions of the Note Issuance Documents without the prior written consent of the Pledgee; xi. refrain from taking any action or allowing any Person to take or refrain from taking any action, which may impair the validity or enforceability of the Pledged Collateral created hereunder; xii. not abandon the Pledged Aircrafts, and to refrain from taking any action or allowing any Person to take or refrain from taking any action, which may (i) expose the Pledged Aircrafts or any part thereof to risk of damage, destruction, seizure, forfeiture, confiscation, and/or (ii) impair the validity or enforceability of the Pledged Collateral created hereunder; xiii. guarantee at all times the existence and legitimacy of the Pledged Aircrafts, until such time as the Pledged Obligations have been duly and timely satisfied, paid, performed and irrevocably discharged in full, to the satisfaction of the Pledgee; xiv. promptly notify Notify the Pledgee in writing of any circumstances which adversely affect proposed increase or which reduction of its participation in the Pledgors Company and deliver or cause to be delivered to the Pledgee, the day following the subscription (whether directly or indirectly through any subsidiary or affiliate or in any other manner) of them) reasonably believe may adversely affect any increase in the rights capital of the Pledgee and/or Company or payment of a dividend or other distribution in Shares by the Secured Parties under this Agreement, or of any circumstance or event which causes or may cause a material reduction in value, loss or destruction of the Pledged Aircrafts (or any part thereof), as soon as practicable but in any event within 2 (two) Business Days after the date on which such circumstance or event occurs; xv. deliver to Pledgee such information as Pledgee may justifiably and reasonably require in writing in connection with the Pledged Aircrafts and the performance of this Agreement, as soon as practicable, but in any event within 2 (two) Business Days after the date on which any Pledgor receives such request; and, xvi. immediately notify the Pledgee in writing of the occurrence of any Default or Event of Default. xvii. comply with all obligations included in the Note Issuance Documents and any other related documents in accordance with the terms thereof. (b) The Pledgors covenant and agree that they shall protect, indemnify, reimburse, defend and hold the Pledgee and the Secured Parties (and their respective successors, representatives and assignees) and their respective directors, officers, employees, legal representatives, legal counsel and agents, at the sole cost and expense of the Pledgors, harmless from and against any and all liabilities, losses, demands, suits, proceedings, penalties, judgments, Liens, assessments, claims, damages, costs, fines and disbursements, as well as reasonable expenses and fees and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal counsel fees), whether known or unknown, anticipated or unanticipated, contingent or otherwise, arising out of or in connection with the Pledged Aircrafts or any part thereof (including, without limitation, any tax contingency or liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with Company: (i) the executionshare certificates received by such Pledgor evidencing the Shares so received, delivery and performance of this Agreement and any amendments thereto; (ii) the perfection and maintenance of the Pledged Collateral under this Agreement; (iii) the exercise of any of the rights arising out of or relating to the Pledged Aircrafts; and (iv) the exercise by Pledgee of any of its rights, actions and remedies under or pursuant to this Agreement. The indemnification obligations of the Pledgors contained duly endorsed in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Aircrafts (or any part thereof) pursuant to Clause Seventh of this Agreement or otherwise. (c) The Pledgors hereby expressly and irrevocably agree to maintain the Pledged Collateral guarantee in favor of the Pledgee over the totality as provided in Clause 2.2 (i) hereof, and (ii) a copy of the Pledged Aircrafts and hereby unconditionally, expressly and irrevocably waive to exercise any and all rights provided notation in Article 358 the share registry of the Law, without the prior written consent Company evidencing that such Shares have been pledged in favor of the Pledgee, certified as authentic by the Secretary of the Board of Directors of the Company.

Obligations of the Pledgors. (a) The Pledgors jointly and severally undertake and agree that they shall, during the term of this Agreement: (i) defend, at its own cost and expense, the Pledged Aircrafts Assets and the right, title and interest of Pledgee and the Secured Parties in and to the Pledged AircraftsAssets, from and against any actions, claims or proceedings brought by any Person (including any Person claiming an interest in respect of the Pledged AircraftsAssets) other than Pledgee and/or the Secured Parties; provided, however, that Pledgee shall have the right, but not the obligation, to defend the Pledged Aircrafts Assets and its rights and the rights of the Secured Parties under this Agreement, in which event the Pledgors shall reimburse the Pledgee for the reasonable and documented costs and expenses incurred by Pledgee and/or the Secured Parties in connection with such defense, and the amount thereof shall form part of the Secured Obligations until paid in full; (ii) pay any expenses necessary for the preservation, repair, management or collection of the Pledged Assets, within the ordinary course of its operations; (iii) refrain from creating, incurring, assuming or allowing to exist any Lien, charge, option or Collateral security interest in favor of, or any claim of any Person with respect to, any of the Pledged Aircrafts Assets now owned by the Pledgors or hereafter acquired by the Pledgors, except for the Pledged Collateral; (iv) refrain from selling, exchanging, conveying, transferring, assigning, surrenderingdelivering, affecting in trust, granting in usufruct, pledging or otherwise disposing of, or granting any option with respect to, such Pledged Aircrafts Assets or any interest or right therein, except as permitted pursuant to paragraph (a) of Clause Fifth hereof, and except for the Pledged Collateral or as otherwise permitted by the Indenture; (v) refrain from taking any action that would in any way (x) impair the value of the AircraftPledged Assets, or (y) limit the enforceability of the Pledgee’s Collateral security interest in the Pledged AircraftsAssets, or (z) take any action the result of which would impair the enforceability of the pledge created hereunderunder this Indenture; (vi) refrain from taking any action, outside the ordinary course of its business, that would affect the Pledged AircraftsAssets; (vii) execute and deliver to Pledgee such documents in favor of Pledgee, and take any action in connection with the Pledged Collateral as Pledgee may request in order to protect and maintain the Pledged Collateral and to protect and preserve the Pledged AircraftsAssets, and pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (viii) pay any and all taxes, assessments, levies and other charges of any nature whatsoever which may be assessed, levied or imposed on upon or in connection with the Pledged Aircrafts Assets (or any part thereof); ii. if applicable, maintain in force any authorization or approval, whether internal or governmental, in order for the Pledged Collateral pledged under this Agreement to be valid and enforceable; iii. in the event that the perfection or enforceability of the Pledge pledge created pursuant to this Agreement is affected or limited in any way, or if the Pledgee so requests in writing, with just cause, to grant a new pledge on or in connection with relation to the Pledged Aircrafts Assets or, if this is not possible, on any other assets of the Pledgor that are acceptable to the Pledgee and subject to the provisions of the Indenture; iv. to comply with, observe, maintain, renew and carry out any and all Legal Requirements applicable to or in respect of the Pledged Aircrafts; to maintain Assets and/or the Pledged Aircrafts registered in the name of the Pledgors in accordance with applicable law; and to obtain and maintain in full force and effect all concessions, certificates, licenses, permits and authorizations required for the use and operation of the Pledged Aircrafts; the foregoing, except for those Pledged Aircrafts which, in accordance with Exhibit “C”, are not airworthy as of the date of execution of this Agreement.GSE Trust; v. cover and pay in full all and any costs and expenses necessary or convenient for the proper conservation, repair, management and operation of all and any Pledged AircraftsAssets and/or the GSE Trust; vi. use reasonable efforts to maintain the Pledged Aircrafts in good physical and operating condition and to carry out any repairs and replacements thereto in order to maintain the value and operating efficiency of the Pledged Aircrafts, except for ordinary wear and tear, and to maintain and preserve the Pledged Aircrafts in accordance with the manufacturers’ standards; vii. to not use the Pledged Aircrafts or any part thereof in any manner contrary to any manufacturers’ recommendations or other applicable airworthiness directives and service bulletins issued by the Aeronautical Authorities; viii. ensure that all personnel and crew involved in the operation of the Pledged Aircrafts are qualified for such purposes and have all the required licenses and certifications in accordance with the applicable legislation and the requirements of the Aeronautical Authorities; ix. in accordance with the provisions of Article 361 of the Law, to maintain possession of the Pledged Aircrafts at all times, unless otherwise permitted by the Indenture; provided, however, that the Pledgors shall be liable for any loss or damage suffered by the Pledgee and/or the Secured Parties in connection with the Pledged Aircrafts due to the negligence, willful misconduct or bad faith of any of the Pledgors; x. refrain from amending the terms of any document constituting constituting, or relating to to, the Pledged Aircrafts Assets in any manner that would affect the fulfillment performance of the Guaranteed Secured Obligations or that would otherwise result (or could reasonably be expected to result) in a default or conflict with the terms and conditions of the Note Issuance Documents Documents, without the prior written consent of the PledgeePledgor; xivii. refrain from taking any action or allowing any Person to take or refrain from taking any action, which may impair the validity or enforceability of the Pledged Collateral created hereunder; xii. not abandon the Pledged Aircrafts, and to refrain from taking any action or allowing any Person to take or refrain from taking any action, which may (i) expose the Pledged Aircrafts or any part thereof to risk of damage, destruction, seizure, forfeiture, confiscation, and/or (ii) impair the validity or enforceability of the Pledged Collateral created hereunder; xiiiviii. guarantee at all times the existence and legitimacy of the Pledged AircraftsAssets, until such time as the Pledged Guaranteed Obligations have been duly and timely satisfied, paid, performed fulfilled and irrevocably discharged irreversibly liquidated in full, to the satisfaction of the Pledgee; xivix. promptly notify the Pledgee in writing of any circumstances which adversely affect or which the Pledgors (or any of them) reasonably believe may adversely affect the rights of the Pledgee and/or the Secured Parties under this Agreement, or of any circumstance or event which causes or may cause a the loss, destruction or material reduction in value, loss or destruction value of the Pledged Aircrafts Assets (or any part thereof), as soon as practicable but in any event within 2 (two) Business Days after following the date on which such circumstance or event occurs; xv. x. deliver to Pledgee such information as Pledgee may justifiably and reasonably require in writing in connection with the Pledged Aircrafts Assets, the GSE Trust and the performance of this Agreement, as soon as practicable, practicable but in any event within 2 (two) Business Days after the date on which any Pledgor receives such request; and,; xvixi. immediately notify the Pledgee in writing of the occurrence of as to whether any Default or Event of Default has occurred; xii. in the event of the occurrence of an Event of Default., at its sole cost and expense, notify the Trustee, instructing it to make all payments under the GSE Trust relating to the Trust Rights directly to the bank account designated by the Pledgee; and xviixiii. comply with all obligations included in the Note Issuance Documents and any other related documents in accordance with the terms thereof. (b) The Pledgors covenant and agree that they shall protect, indemnify, reimburse, defend and hold the Pledgee and the Secured Parties (and their respective successors, representatives assigns and assignees) and their respective directors, officers, employees, employees legal representatives, legal counsel and agents, at the sole cost and expense of the Pledgors, harmless from and against any and all liabilities, losses, demands, suits, proceedings, penalties, judgments, judgments, Liens, assessments, claims, damages, costs, fines and disbursements, as well as reasonable expenses and documented fees and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, reasonable and documented fees of legal counsel feescounsel), whether known or unknown, anticipated or unanticipated, contingent or otherwise, arising out of or in connection with the Pledged Aircrafts Assets or any part thereof (including, without limitation, any tax contingency or liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the executionmaking, delivery granting and performance of this Agreement and any amendments thereto; (ii) the perfection and maintenance of the Pledged Collateral under this Agreement; (iii) the exercise of any of the rights arising out of or relating to the Pledged AircraftsAssets; and (iv) the exercise by Pledgee of any of its rights, actions and remedies under or pursuant to this Agreement. The indemnification obligations of the Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Aircrafts Assets (or any part thereof) pursuant to Clause Seventh of this Agreement or otherwise. (c) The Pledgors hereby expressly and irrevocably agree to maintain the Pledged Collateral in favor of the Pledgee over on the totality of the Pledged Aircrafts Assets and hereby unconditionally, expressly and irrevocably waive to exercise any and all rights provided in Article 358 of the Law, without the prior written consent of the Pledgee.

Obligations of the Pledgors. (a) The Pledgors jointly and severally undertake and agree that they shall, during the term of this Agreement: (i) defend, at its own cost and expense, the Pledged Aircrafts Assets and the right, title and interest of Pledgee and the Secured Parties in and to the Pledged AircraftsAssets, from and against any actions, claims or proceedings brought by any Person (including any Person claiming an interest in respect of the Pledged AircraftsAssets) other than Pledgee and/or the Secured Parties; provided, however, that Pledgee shall have the right, but not the obligation, to defend the Pledged Aircrafts Assets and its rights and the rights of the Secured Parties under this Agreement, in which event the Pledgors shall reimburse the Pledgee for the reasonable and documented costs and expenses incurred by Pledgee and/or the Secured Parties in connection with such defense, and the amount thereof shall form part of the Secured Obligations until paid in full; (ii) pay any expenses necessary for the preservation, repair, management or collection of the Pledged Assets, within the ordinary course of its operations; (iii) refrain from creating, incurring, assuming or allowing to exist any Lien, charge, option or Collateral security interest in favor of, or any claim of any Person with respect to, any of the Pledged Aircrafts Assets now owned by the Pledgors or hereafter acquired by the Pledgors, except for the Pledged Collateral; (iv) refrain from selling, exchanging, conveying, transferring, assigning, surrenderingdelivering, affecting assigning in trust, granting in usufruct, pledging or otherwise disposing of, or granting any option with respect to, such Pledged Aircrafts Assets or any interest or right therein, except as permitted pursuant to paragraph (a) of Clause Fifth hereof, and except for the Pledged Collateral or as otherwise permitted by the Indenture, including the Sale and Lease Back Transactions; (v) refrain from taking any action that would in any way (x) impair the value of the AircraftPledged Assets, or (y) limit the enforceability of the Pledgee’s Collateral security interest in the Pledged AircraftsAssets, or (z) take any action the result of which would impair the enforceability of the pledge created hereunder; (vi) refrain from taking any action, outside the ordinary course of its business, that would affect the Pledged AircraftsAssets; (vii) execute and deliver to Pledgee such documents in favor of Pledgee, and take any action in connection with the Pledged Collateral as Pledgee may request in order to protect and maintain the Pledged Collateral and to protect and preserve the Pledged AircraftsAssets, and pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (viii) pay any and all taxes, assessments, levies and other charges of any nature whatsoever which may be assessed, levied or imposed on upon or in connection with the Pledged Aircrafts Assets (or any part thereof); ii. if applicable, maintain in force any authorization or approval, whether internal or governmental, in order for the Pledged Collateral under this Agreement to be valid and enforceable; iii. in the event that the perfection or enforceability of the Pledge pledge created pursuant to this Agreement is affected or limited in any way, or if the Pledgee so requests in writing, with just cause, to grant a new pledge on or in connection with relation to the Pledged Aircrafts Assets or, if this is not possible, on any other assets of the Pledgor that are acceptable to the Pledgee and subject to the provisions of the Indenture; iv. to comply with, observe, maintain, renew and carry out perform any and all Legal Requirements applicable to or in respect of the Pledged Aircrafts; to maintain the Pledged Aircrafts registered in the name of the Pledgors in accordance with applicable law; and to obtain and maintain in full force and effect all concessions, certificates, licenses, permits and authorizations required for the use and operation of the Pledged Aircrafts; the foregoing, except for those Pledged Aircrafts which, in accordance with Exhibit “C”, are not airworthy as of the date of execution of this Agreement.Assets; v. cover and pay in full all and any costs and expenses necessary or convenient for the proper conservation, repair, management and operation of all and any Pledged AircraftsAssets; vi. use commercially reasonable efforts to maintain the Pledged Aircrafts Assets in good physical and operating condition and to carry out any repairs and replacements thereto in order to maintain the value and operating efficiency of the Pledged AircraftsAssets, except for ordinary wear and tear, and to maintain and preserve the Pledged Aircrafts in accordance with the manufacturers’ standards; vii. to not use the Pledged Aircrafts or any part thereof in any manner contrary to any manufacturers’ recommendations or other applicable airworthiness directives and service bulletins issued by the Aeronautical Authorities; viii. ensure that all personnel and crew involved in the operation of the Pledged Aircrafts are qualified for such purposes and have all the required licenses and certifications in accordance with the applicable legislation and the requirements of the Aeronautical Authorities; ix. in accordance with the provisions of Article 361 of the Law, to maintain possession of the Pledged Aircrafts Assets at all times, unless otherwise permitted by the Indenture; provided, however, it being understood that the Pledgors shall be liable for any loss or damage suffered by the Pledgee and/or the Secured Parties in connection with the Pledged Aircrafts Assets, due to the negligence, willful misconduct or bad faith of any of the Pledgors; x. viii. refrain from amending the terms of any document constituting constituting, or relating to to, the Pledged Aircrafts Assets in any manner that would affect the fulfillment performance of the Guaranteed Secured Obligations or that would otherwise result (or could reasonably be expected to result) in a default or conflict with the terms and conditions of the Note Issuance Documents Documents, without the prior written consent of the Pledgee; xiix. refrain from taking any action or allowing permitting any Person to take or refrain from taking any action, which may impair the validity or enforceability of the Pledged Collateral created hereunder; xii. not abandon the Pledged Aircrafts, and to refrain from taking any action or allowing any Person to take or refrain from taking any action, which may (i) expose the Pledged Aircrafts or any part thereof to risk of damage, destruction, seizure, forfeiture, confiscation, and/or (ii) impair the validity or enforceability of the Pledged Collateral created hereunder; xiii. x. guarantee at all times the existence and legitimacy of the Pledged AircraftsAssets, until such time as the Pledged Secured Obligations have been duly and timely satisfied, paid, performed fulfilled and irrevocably discharged irreversibly liquidated in full, to the satisfaction of the Pledgee; xivxi. promptly timely notify the Pledgee in writing of any circumstances which adversely affect or which the Pledgors (or any of them) reasonably believe may adversely affect the rights of the Pledgee and/or the Secured Parties under this Agreement, or of any circumstance or event which causes or may cause a material reduction in value, loss or destruction of the Pledged Aircrafts Assets (or any part thereof), as soon as practicable but in any event within 2 (two) Business Days after the date on which such circumstance or event occurs; xvxii. deliver to Pledgee such information as Pledgee may justifiably and reasonably require in writing in connection with the Pledged Aircrafts Assets and the performance of this Agreement, as soon as practicable, but in any event within 2 (two) Business Days after the date on which any Pledgor receives such request; and,; xvixiii. immediately notify the Pledgee in writing of the occurrence of as to whether any Default or Event of Default has occurred; xiv. in the event of the occurrence of an Event of Default., at its sole cost and expense, notify all debtors under any and all Accounts Receivable owned by the Pledgors at such time, instructing such debtors to make all payments under such Accounts Receivables directly to the Pledgor’s designated bank account, and xviixv. comply with all obligations included in the Note Issuance Documents and any other related documents in accordance with the terms thereof. (b) The Pledgors covenant and agree that they shall protect, indemnify, reimburse, reimburse, defend and hold the Pledgee and the Secured Parties (and their respective successors, representatives and assignees) and their respective directors, directors, officers, employees, legal representativesemployees attorneys-in-fact, legal counsel and agents, at the sole cost and expense of the Pledgors, harmless from and against any and all liabilities, losses, demands, suits, proceedings, penalties, judgments, judgments, Liens, assessments, claims, damages, costs, fines and disbursements, as well as reasonable expenses and fees and disbursements, as well as reasonable and documented expenses and fees of any kind (including, without limitation, legal counsel fees), whether known or unknown, anticipated or unanticipated, contingent or otherwise, arising out of or in connection with the Pledged Aircrafts Assets or any part thereof (including, without limitation, any tax contingency or liability), this Agreement and/or any act or omission in connection therewith, including without limitation, in connection with (i) the execution, delivery and performance of this Agreement and any amendments thereto; (ii) the perfection and maintenance of the Pledged Collateral under this Agreement; (iii) the exercise of any of the rights arising out of or relating to in connection with the Pledged AircraftsAssets; and (iv) the exercise by Pledgee of any of its rights, actions and remedies under or pursuant to this Agreement. The indemnification obligations of the Pledgors contained in this Clause shall continue in full force and effect regardless of the termination of this Agreement and shall survive the sale or transfer of the Pledged Aircrafts Assets (or any part thereof) pursuant to Clause Seventh of this Agreement or otherwise. (c) The Pledgors hereby expressly and irrevocably agree to maintain the Pledged Collateral in favor of the Pledgee over on the totality of the Pledged Aircrafts Assets and hereby unconditionally, expressly and irrevocably waive to exercise any and all rights provided in Article 358 of the Law, without the prior written consent of the Pledgee.