Common use of CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller and Servicer hereby represents and warrants to the Buyer, as of the date hereof, that: (a) each of the representations and warranties made by each Seller, Servicer and any Performance Guarantor in the Receivables Purchase Agreement and each of the other Transaction Documents is true and correct in all material respects as of the date hereof or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; (b) the execution and delivery by each Seller and Servicer of this Amendment and the performance by each Seller, Servicer and any Performance Guarantor of each Transaction Document to which it is party and each other document to be delivered by it thereunder, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene, violate or breach (1) its charter or by-laws, (2) any Applicable Law, (3) any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which such Seller, Servicer or Performance Guarantor is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, credit agreement, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents, except in the case of clauses (iii)(2), (3) and (4) and clause (iv), where such contravention, violation or breach, or creation or imposition, could not reasonably be expected to result in a Material Adverse Change; (c) this Amendment has been duly executed and delivered by each Seller, Servicer and the Performance Guarantor; (d) this Amendment constitutes the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law); and (e) no Servicer Termination Event has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby. 5. Reference to, and Effect on, the Receivables Purchase Agreement and the Transaction Documents.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller and Servicer hereby (a) Sublessor represents and warrants to the Buyer, Sublessee as of the date hereof, that: (a) each of the representations and warranties made by each Seller, Servicer and any Performance Guarantor in the Receivables Purchase Agreement and each of the other Transaction Documents is true and correct in all material respects as of the date hereof or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; (b) the execution and delivery by each Seller and Servicer of this Amendment and the performance by each Seller, Servicer and any Performance Guarantor of each Transaction Document to which it is party and each other document to be delivered by it thereunder, follows: (i) are within Sublessor is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization, and has the corporate powerspower and authority to carry on its business as now conducted, to own or hold under lease its properties and to enter into and perform its obligations under, the Sublessee Documents to which Sublessor is a party; (ii) the Sublessee Documents to which Sublessor is a party have been duly authorized by all necessary corporate actionaction on the part of Sublessor, (iii) do not contravenerequire any approval not already obtained of stockholders of Sublessor or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of Sublessor, violate and have been duly executed and delivered by Sublessor, and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by Sublessor with any of the terms and provisions thereof, will contravene any United States Federal or breach state law, judgment, governmental rule, regulation or order applicable to or binding on Sublessor (1) its charter it being understood that no representation or by-warranty is made with respect to laws, rules or regulations relating to aviation or to the nature of the equipment owned by Sublessor) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (2other than Liens provided for in the Operative Documents or the Sublessee Documents) upon any Applicable Lawproperty of Sublessor under, (3) any indenture, sale agreementmortgage, credit agreement, loan agreement, security agreement, chattel mortgage, deed of trust trust, conditional sales contract, bank loan or credit agreement, corporate charter, by–law or other agreement or instrument to which such Seller, Servicer or Performance Guarantor Sublessor is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant may be bound or affected; and (iii) each of Sublessee Documents to the terms of any such indenture, credit agreement, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents, except in the case of clauses (iii)(2), (3) and (4) and clause (iv), where such contravention, violation or breach, or creation or imposition, could not reasonably be expected to result in which Sublessor is a Material Adverse Change; (c) this Amendment has been duly executed and delivered by each Seller, Servicer and the Performance Guarantor; (d) this Amendment party constitutes the a legal, valid and binding obligation of such Person, Sublessor enforceable against it Sublessor in accordance with its terms, the terms thereof (except as may be limited by (A) general principles of equity, (B) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, fraudulent conveyance reorganization, moratorium or similar laws affecting the rights of creditors generally, (C) applicable laws which may affect the remedies provided therein, which laws, however, do not make the remedies provided therein inadequate for the practical realization of the benefits provided thereby, except that no representation or warranty is made as to the amount of priority of any recovery under any particular circumstances, and (D) in the case of indemnity provisions contained in such documents, as limited by public policy considerations). (b) [Intentionally Omitted] (c) Sublessee covenants and agrees that it shall at all times be a Certificated Air Carrier. (d) Sublessee, at its expense, will take, or cause to be taken, such action with respect to the recording, filing, re-recording and refiling of this Sublease, the Sublease Supplement, and any financing statements or other laws relating instruments as are necessary to maintain (or as are reasonably requested by Sublessor) the perfection of any security interest that may be claimed to have been created by this Sublease or will furnish to Sublessor timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable Sublessor to take such action. Sublessee shall furnish to Sublessor annually after the execution hereof (but not later than March 15th of each year, commencing with the year 200_ [the calendar year following closing date]) an opinion of Xxxxx & Xxxxxxx, P.C. and/or other counsel reasonable satisfactory to Sublessor nationally recognized in FAA matters covering such matters with respect to the enforcement interests of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law); and (e) no Servicer Termination Event has occurred and is continuing, or would occur as a result of this Amendment or Sublessor in the transactions contemplated hereby. 5. Reference to, and Effect on, the Receivables Purchase Agreement Aircraft and the Transaction Documentsperfection of security interests therein as Sublessor may reasonably request. Sublessee will notify Sublessor of any change in the location of its chief executive office (as such term is used in Article 9 of the Uniform Commercial Code) prior to making such change.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller and Servicer hereby (a) Lessor represents and warrants to the Buyer, Lessee as of the date hereof, that: (a) each of the representations and warranties made by each Seller, Servicer and any Performance Guarantor in the Receivables Purchase Agreement and each of the other Transaction Documents is true and correct in all material respects as of the date hereof or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; (b) the execution and delivery by each Seller and Servicer of this Amendment and the performance by each Seller, Servicer and any Performance Guarantor of each Transaction Document to which it is party and each other document to be delivered by it thereunder, follows: (i) are within Lessor is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization, and has the corporate powerspower and authority to carry on its business as now conducted, to own or hold under lease its properties and to enter into and perform its obligations under, the Lessee Documents to which Lessor is a party; (ii) the Lessee Documents to which Lessor is a party have been duly authorized by all necessary corporate actionaction on the part of Lessor, (iii) do not contravenerequire any approval not already obtained of stockholders of Lessor or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of Lessor, violate and have been duly executed and delivered by Lessor, and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by Lessor with any of the terms and provisions thereof, will contravene any United States Federal or breach state law, judgment, governmental rule, regulation or order applicable to or binding on Lessor (1) its charter it being understood that no representation or by-warranty is made with respect to laws, rules or regulations relating to aviation or to the nature of the equipment owned by Lessor) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (2other than Liens provided for in the Operative Documents or the Lessee Documents) upon any Applicable Lawproperty of Lessor under, (3) any indenture, sale agreementmortgage, credit agreement, loan agreement, security agreement, chattel mortgage, deed of trust trust, conditional sales contract, bank loan or credit agreement, corporate charter, by–law or other agreement or instrument to which such Seller, Servicer or Performance Guarantor Lessor is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant may be bound or affected; and (iii) each of Lessee Documents to the terms of any such indenture, credit agreement, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents, except in the case of clauses (iii)(2), (3) and (4) and clause (iv), where such contravention, violation or breach, or creation or imposition, could not reasonably be expected to result in which Lessor is a Material Adverse Change; (c) this Amendment has been duly executed and delivered by each Seller, Servicer and the Performance Guarantor; (d) this Amendment party constitutes the a legal, valid and binding obligation of such Person, Lessor enforceable against it Lessor in accordance with its terms, the terms thereof (except as may be limited by (A) general principles of equity, (B) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, fraudulent conveyance reorganization, moratorium or similar laws affecting the rights of creditors generally, (C) applicable laws which may affect the remedies provided therein, which laws, however, do not make the remedies provided therein inadequate for the practical realization of the benefits provided thereby, except that no representation or warranty is made as to the amount of priority of any recovery under any particular circumstances, and (D) in the case of indemnity provisions contained in such documents, as limited by public policy considerations). (b) [Intentionally Omitted] (c) Lessee covenants and agrees that it shall at all times be a Certificated Air Carrier. (d) Lessee, at its expense, will take, or cause to be taken, such action with respect to the recording, filing, re-recording and refiling of this Lease, the Lease Supplement, and any financing statements or other laws relating instruments as are necessary to maintain (or as are reasonably requested by Lessor) the perfection of any security interest that may be claimed to have been created by this Lease or will furnish to Lessor timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable Lessor to take such action. Lessee shall furnish to Lessor annually after the execution hereof (but not later than March 15th of each year, commencing with the year 200_ [the calendar year following closing date]) an opinion of Xxxxx & Xxxxxxx, P.C. and/or other counsel reasonable satisfactory to Lessor nationally recognized in FAA matters covering such matters with respect to the enforcement interests of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law); and (e) no Servicer Termination Event has occurred and is continuing, or would occur as a result of this Amendment or Lessor in the transactions contemplated hereby. 5. Reference to, and Effect on, the Receivables Purchase Agreement Engine and the Transaction Documentsperfection of security interests therein as Lessor may reasonably request. Lessee will notify Lessor of any change in the location of its chief executive office (as such term is used in Article 9 of the Uniform Commercial Code) prior to making such change.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller and Servicer hereby (a) Sublessor represents and warrants to the Buyer, Sublessee as of the date hereof, that: (a) each of the representations and warranties made by each Seller, Servicer and any Performance Guarantor in the Receivables Purchase Agreement and each of the other Transaction Documents is true and correct in all material respects as of the date hereof or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; (b) the execution and delivery by each Seller and Servicer of this Amendment and the performance by each Seller, Servicer and any Performance Guarantor of each Transaction Document to which it is party and each other document to be delivered by it thereunder, follows: (i) are within Sublessor is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization, and has the corporate powerspower and authority to carry on its business as now conducted, to own or hold under lease its properties and to enter into and perform its obligations under, the Sublessee Documents to which Sublessor is a party; (ii) the Sublessee Documents to which Sublessor is a party have been duly authorized by all necessary corporate actionaction on the part of Sublessor, (iii) do not contravenerequire any approval not already obtained of stockholders of Sublessor or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of Sublessor, violate and have been duly executed and delivered by Sublessor, and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by Sublessor with any of the terms and provisions thereof, will contravene any United States Federal or breach state law, judgment, governmental rule, regulation or order applicable to or binding on Sublessor (1) its charter it being understood that no representation or by-warranty is made with respect to laws, rules or regulations relating to aviation or to the nature of the equipment owned by Sublessor) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (2other than Liens provided for in the Operative Documents or the Sublessee Documents) upon any Applicable Lawproperty of Sublessor under, (3) any indenture, sale agreementmortgage, credit agreement, loan agreement, security agreement, chattel mortgage, deed of trust trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which such Seller, Servicer or Performance Guarantor Sublessor is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant may be bound or affected; and (iii) each of Sublessee Documents to the terms of any such indenture, credit agreement, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents, except in the case of clauses (iii)(2), (3) and (4) and clause (iv), where such contravention, violation or breach, or creation or imposition, could not reasonably be expected to result in which Sublessor is a Material Adverse Change; (c) this Amendment has been duly executed and delivered by each Seller, Servicer and the Performance Guarantor; (d) this Amendment party constitutes the a legal, valid and binding obligation of such Person, Sublessor enforceable against it Sublessor in accordance with its terms, the terms thereof (except as may be limited by (A) general principles of equity, (B) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, fraudulent conveyance reorganization, moratorium or similar laws affecting the rights of creditors generally, (C) applicable laws which may affect the remedies provided therein, which laws, however, do not make the remedies provided therein inadequate for the practical realization of the benefits provided thereby, except that no representation or warranty is made as to the amount of priority of any recovery under any particular circumstances, and (D) in the case of indemnity provisions contained in such documents, as limited by public policy considerations). (b) Sublessee covenants and agrees that it shall at all times be a Certificated Air Carrier. (c) Sublessee, at its expense, will take, or cause to be taken, such action with respect to the recording, filing, re-recording and refiling of this Sublease, the Sublease Supplement, and any financing statements or other laws relating instruments as are necessary to maintain (or as are reasonably requested by Sublessor) the perfection of any security interest that may be claimed to have been created by this Sublease or will furnish to Sublessor timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable Sublessor to take such action. Sublessee shall furnish to Sublessor annually after the execution hereof (but not later than March 15th of each year, commencing with the year 2006) an opinion of Daugherty, Fowler, Peregrin & Xxxxxx, a Professional Corporation and/or other counsel reasonable satisfactory to Sublessor nationally recognized in FAA matters covering such matters with respect to the enforcement interests of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law); and (e) no Servicer Termination Event has occurred and is continuing, or would occur as a result of this Amendment or Sublessor in the transactions contemplated hereby. 5. Reference to, and Effect on, the Receivables Purchase Agreement Aircraft and the Transaction Documentsperfection of security interests therein as Sublessor may reasonably request. Sublessee will notify Sublessor of any change in the location of its chief executive office (as such term is used in Article 9 of the Uniform Commercial Code) prior to making such change.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Seller and Servicer hereby (a) Lessor represents and warrants to the Buyer, Lessee as of the date hereof, that: (a) each of the representations and warranties made by each Seller, Servicer and any Performance Guarantor in the Receivables Purchase Agreement and each of the other Transaction Documents is true and correct in all material respects as of the date hereof or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; (b) the execution and delivery by each Seller and Servicer of this Amendment and the performance by each Seller, Servicer and any Performance Guarantor of each Transaction Document to which it is party and each other document to be delivered by it thereunder, follows: (i) are within Lessor is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization, and has the corporate powerspower and authority to carry on its business as now conducted, to own or hold under lease its properties and to enter into and perform its obligations under, the Lessee Documents to which Lessor is a party; (ii) the Lessee Documents to which Lessor is a party have been duly authorized by all necessary corporate actionaction on the part of Lessor, (iii) do not contravenerequire any approval not already obtained of stockholders of Lessor or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of Lessor, violate and have been duly executed and delivered by Lessor, and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by Lessor with any of the terms and provisions thereof, will contravene any United States Federal or breach state law, judgment, governmental rule, regulation or order applicable to or binding on Lessor (1) its charter it being understood that no representation or by-warranty is made with respect to laws, rules or regulations relating to aviation or to the nature of the equipment owned by Lessor) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (2other than Liens provided for in the Operative Documents or the Lessee Documents) upon any Applicable Lawproperty of Lessor under, (3) any indenture, sale agreementmortgage, credit agreement, loan agreement, security agreement, chattel mortgage, deed of trust trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which such Seller, Servicer or Performance Guarantor Lessor is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant may be bound or affected; and (iii) each of Lessee Documents to the terms of any such indenture, credit agreement, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents, except in the case of clauses (iii)(2), (3) and (4) and clause (iv), where such contravention, violation or breach, or creation or imposition, could not reasonably be expected to result in which Lessor is a Material Adverse Change; (c) this Amendment has been duly executed and delivered by each Seller, Servicer and the Performance Guarantor; (d) this Amendment party constitutes the a legal, valid and binding obligation of such Person, Lessor enforceable against it Lessor in accordance with its terms, the terms thereof (except as may be limited by (A) general principles of equity, (B) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, fraudulent conveyance reorganization, moratorium or similar laws affecting the rights of creditors generally, (C) applicable laws which may affect the remedies provided therein, which laws, however, do not make the remedies provided therein inadequate for the practical realization of the benefits provided thereby, except that no representation or warranty is made as to the amount of priority of any recovery under any particular circumstances, and (D) in the case of indemnity provisions contained in such documents, as limited by public policy considerations). (b) Lessee covenants and agrees that it shall at all times be a Certificated Air Carrier. (c) Lessee, at its expense, will take, or cause to be taken, such action with respect to the recording, filing, re-recording and refiling of this Lease, the Lease Supplement, and any financing statements or other laws relating instruments as are necessary to maintain (or as are reasonably requested by Lessor) the perfection of any security interest that may be claimed to have been created by this Lease or will furnish to Lessor timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable Lessor to take such action. Lessee shall furnish to Lessor annually after the execution hereof (but not later than March 15th of each year, commencing with the year 2006) an opinion of Daugherty, Fowler, Peregrin & Xxxxxx, a Professional Corporation and/or other counsel reasonable satisfactory to Lessor nationally recognized in FAA matters covering such matters with respect to the enforcement interests of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law); and (e) no Servicer Termination Event has occurred and is continuing, or would occur as a result of this Amendment or Lessor in the transactions contemplated hereby. 5. Reference to, and Effect on, the Receivables Purchase Agreement Engine and the Transaction Documentsperfection of security interests therein as Lessor may reasonably request. Lessee will notify Lessor of any change in the location of its chief executive office (as such term is used in Article 9 of the Uniform Commercial Code) prior to making such change.