Common use of Lessor Representations and Warranties For Benefit of All Parties Clause in Contracts

Lessor Representations and Warranties For Benefit of All Parties. Lessor hereby represents and warrants as of the date hereof and on each Funding Date for the benefit of each party hereto that: (a) Lessor is a trustee acting on behalf of a trust duly established and validly existing under the laws of the State of Delaware, has full power, authority and legal right under such laws to execute, deliver and perform its obligations under the Operative Documents to which it is a party. (b) The leasing and financing of the Equipment, the execution and delivery of the Operative Documents and the other related instruments, documents and agreements to which it is a party, and the compliance by Lessor with the terms hereof and thereof and the payments and performance by Lessor of any of its obligations hereunder and thereunder (i) have been duly and legally authorized by all necessary action on the part of Lessor, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessor's declaration of trust and related trust instruments, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessor is a party, or by or under which Lessor or any of Lessor's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien, other than Permitted Liens, upon any of Lessor's property or assets and (iv) will not require, on the part of Lessor, the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any United States federal, state or local governmental or public commission, board, authority or agency except for filings, if any, made pursuant to any notice reporting requirement applicable to it. (c) Each Operative Document to which it is a party has been executed by the duly authorized officer or officers of Lessor and delivered to the other parties thereto and constitutes, or when executed by the duly authorized officer or officers of Lessor and delivered to the other parties thereto, will constitute, the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights from time to time in effect and by general principles of equity including those applicable to the enforceability of the remedy of specific performance. (d) There is no action, suit or other proceeding now pending or, to Lessor's knowledge, threatened, against or affecting Lessor, in any court or before any regulatory commission, board or other administrative governmental agency (i) which will materially and adversely affect the interest of Lessee in any Item of Equipment or any Operative Document, or the interest of the Collateral Agent in any such Item or any Operative Document, or (ii) that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Lessor. (e) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessor Collateral or any part thereof or any interest therein, or against any Lender, the Administrative Agent or the Collateral Agent either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby, or (ii) on any payment to be made by Lessor pursuant to the Loan Documents or any other document contemplated thereby to which Lessor is a party. (f) Lessor has no indebtedness or other liabilities, whether contingent or otherwise, other than its obligations under and as contemplated by the Operative Documents. (g) No Loan Default or Loan Event of Default not caused by a Lease Default or Lease Event of Default has occurred and is continuing. (h) Neither Lessor nor any Person authorized by Lessor to act on its behalf has offered or sold any interest in the Certificates, or in any similar security relating to the transactions contemplated by the Operative Documents, or in any security the offering of which for the purposes of the Securities Act of 1933 would be deemed to be part of the same offering as the offering thereof, or solicited any offer to acquire any of the same from, any Person other than the parties hereto and not more than 18 other institutional investors, and neither Lessor nor any Person authorized by Lessor to act on its behalf will take any action which would subject the issuance or sale of any interest in the Trust Estate or the Certificates or in any similar security relating to the Equipment to the provisions of Section 5 of the Securities Act of 1933 or require the qualification of any Operative Document under the Trust Indenture Act of 1939, as amended.

Lessor Representations and Warranties For Benefit of All Parties. Lessor hereby represents and warrants as of the date hereof and on each Funding as of the Closing Date for the benefit of each party hereto thatas follows: (a) Lessor is a trustee acting on behalf of a trust limited partnership duly established and validly existing under the laws of the State of Delaware, has full power, authority and legal right under such laws to execute, deliver and perform its obligations under the Operative Documents to which it is a party. (b) The leasing and financing of the Equipment, the execution and delivery of the Operative Documents and the other related instruments, documents and agreements to which it Lessor is a party, and the compliance by Lessor with the terms hereof and thereof and the payments and performance by Lessor of any of its obligations hereunder and thereunder (i) have been duly and legally authorized by all necessary action on the part of Lessor, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessor's declaration Limited Partnership Agreement or Certificate of trust and related trust instrumentsLimited Partnership, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessor is a party, or by or under which Lessor or any of Lessor's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien, other than Permitted Liens, upon any of Lessor's property or assets and (iv) will not require, on the part of Lessor, the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any United States federal, state or local governmental or public commission, board, authority or agency except for filings, if any, made pursuant to any notice reporting requirement applicable to it., (c) Each Operative Document to which it Lessor is a party has been executed by the duly authorized officer or officers of Lessor General Partner and delivered to the other parties thereto and constitutes, or when executed by the duly authorized officer or officers of Lessor General Partner and delivered to the other parties thereto, will constitute, the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights from time to time in effect and by general principles of equity including those applicable to the enforceability of the remedy of specific performance. (d) There is no action, suit or other proceeding now pending or, to Lessor's knowledge, threatened, against or affecting Lessor, in any court or before any regulatory commission, board or other administrative governmental agency (i) which will materially and adversely affect the interest of Lessee Lessor in any Item of Equipment or any Operative Document, or the interest of the Collateral Agent in any such Item or any Operative Document, Document or (ii) that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Lessor. (e) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessor Collateral or any part thereof or any interest therein, or against Indenture Trustee, any Tranche A Noteholder, any Tranche B Lender, the Administrative Agent or the Collateral Agent either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby, thereby or (ii) on any payment to be made by Lessor pursuant to the Loan Operative Documents or any other document contemplated thereby to which Lessor is a party. (f) Lessor has no indebtedness or other liabilities, whether contingent or otherwise, other than its obligations under and as contemplated by the Operative Documents. (g) No Loan Default or Loan Event of Default not caused by a Lease Default or Lease Event of Default has occurred and is continuing. (h) Neither Lessor nor any Person authorized by Lessor to act on its behalf has directly or indirectly offered or sold to sell any interest interests in the CertificatesLessor Collateral, Tranche A Notes, Tranche B Notes or Equity Certificates or any security similar thereto, to, or in any similar security relating to the transactions contemplated by the Operative Documents, otherwise approved or in any security the offering of which for the purposes of the Securities Act of 1933 would be deemed to be part of the same offering as the offering thereof, or solicited any offer to acquire any of the same from, any Person other than the parties hereto and not more than 18 other institutional investors, and neither negotiated with respect thereto with anyone. Neither Lessor nor any Person authorized by Lessor to act on its behalf will take any action which would subject the issuance so offer or sale of any interest sell in the Trust Estate or the Certificates or in any similar security relating to the Equipment to the provisions violation of Section 5 of the Securities Act of 1933 or require the qualification of any Operative Document under the Trust Indenture Act of 19391933, as amended, or any securities or blue sky law of any applicable jurisdiction. (i) The representations and warranties of Lessor in the Note Purchase Agreement are true and correct in all material respects and Lessor has complied with all of its covenants in the Note Purchase Agreement in all material respects. (a) No Lease Default or Lease Event of Default of which it has knowledge has occurred and is continuing. (b) Lessor's chief executive office and principal place of business is located at 2911 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx xxx Lessor's records with respect to the transactions contemplated by the Operative Documents are located at such address. (c) Lessor is duly qualified and is authorized to do business and is in good standing in each jurisdiction where ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Lessor's ability to perform its obligations or exercise its rights under the Operative Documents to which it is a party or on the business, property, assets, liabilities, condition (financial or otherwise) or prospects of Lessor. (d) After giving effect to each Bill xx Sale therefor, Lessor has good and marketable title to each Item of Equipment (including the parts and components thereof) and the Lessor Collateral is free and clear of all Liens other than Permitted Liens. (e) The provisions of this Agreement are effective to create in favor of Collateral Agent a legal, valid and enforceable security interest in all right, title and interest of Lessor in the Lessor Collateral, and the filing of the financing statements executed by Lessor as debtor with the Secretary of State for the States of Delaware and Texas, and in the applicable filing office(s) in each state in which Items of Equipment are located perfects such security interest in the Lessor Collateral, subject to no Liens other than Permitted Liens and Lessor Liens and Collateral Agent shall be entitled to all of the rights, benefits, and priorities provided to a holder of liens of such type under Applicable Law. (f) Neither Lessor nor any Person authorized to act on its behalf will permit any transfer of any interest in Lessor, directly or indirectly, that would result in the Lessor being treated as a Publicly Traded Partnership pursuant to Code Section 7704.

Lessor Representations and Warranties For Benefit of All Parties. Lessor hereby represents and warrants as of the date hereof Closing Date, Amendment Date and on each Funding Date for the benefit of each party hereto thatas follows: (a) Lessor is a trustee acting on behalf of a trust limited partnership duly established and validly existing under the laws of the State of Delaware, has full power, authority and legal right under such laws to execute, deliver and perform its obligations under the Operative Documents to which it is a party. (b) The leasing and financing of the Equipment, the execution and delivery of the Operative Documents and the other related instruments, documents and agreements to which it Lessor is a party, and the compliance by Lessor with the terms hereof and thereof and the payments and performance by Lessor of any of its obligations hereunder and thereunder (i) have been duly and legally authorized by all necessary action on the part of Lessor, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessor's declaration Limited Partnership Agreement or Certificate of trust and related trust instrumentsLimited Partnership, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessor is a party, or by or under which Lessor or any of Lessor's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien, other than Permitted Liens, upon any of Lessor's property or assets and (iv) will not require, on the part of Lessor, the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any United States federal, state or local governmental or public commission, board, authority or agency except for filings, if any, made pursuant to any notice reporting requirement applicable to it. (c) Each Operative Document to which it Lessor is a party has been executed by the duly authorized officer or officers of Lessor General Partner and delivered to the other parties thereto and constitutes, or when executed by the duly authorized officer or officers of Lessor General Partner and delivered to the other parties thereto, will constitute, the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights from time to time in effect and by general principles of equity including those applicable to the enforceability of the remedy of specific performance. (d) There is no action, suit or other proceeding now pending or, to Lessor's knowledge, threatened, against or affecting Lessor, in any court or before any regulatory commission, board or other administrative governmental agency (i) which will materially and adversely affect the interest of Lessee Lessor in any Item of Equipment or any Operative Document, or the interest of the Collateral Agent in any such Item or any Operative Document, Document or (ii) that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Lessor. (e) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessor Collateral or any part thereof or any interest therein, or against Indenture Trustee, any Tranche A Noteholder, any Tranche B Lender, the Administrative Agent or the Collateral Agent either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby, thereby or (ii) on any payment to be made by Lessor pursuant to the Loan Operative Documents or any other document contemplated thereby to which Lessor is a party. (f) Lessor has no indebtedness or other liabilities, whether contingent or otherwise, other than its obligations under and as contemplated by the Operative Documents. (g) No Loan Default or Loan Event of Default not caused by a Lease Default or Lease Event of Default has occurred and is continuing. (h) Neither Lessor nor any Person authorized by Lessor to act on its behalf has directly or indirectly offered or sold to sell any interest interests in the CertificatesLessor Collateral, Tranche A Notes, Tranche B Notes or Equity Certificates or any security similar thereto, to, or in any similar security relating to the transactions contemplated by the Operative Documents, otherwise approved or in any security the offering of which for the purposes of the Securities Act of 1933 would be deemed to be part of the same offering as the offering thereof, or solicited any offer to acquire any of the same from, any Person other than the parties hereto and not more than 18 other institutional investors, and neither negotiated with respect thereto with anyone. Neither Lessor nor any Person authorized by Lessor to act on its behalf will take any action which would subject the issuance so offer or sale of any interest sell in the Trust Estate or the Certificates or in any similar security relating to the Equipment to the provisions violation of Section 5 of the Securities Act of 1933 or require the qualification of any Operative Document under the Trust Indenture Act of 19391933, as amended, or any securities or blue sky law of any applicable jurisdiction. (i) The representations and warranties of Lessor in each Note Purchase Agreement and Underwriting Agreement are true and correct in all material respects and Lessor has complied with all of its covenants in each such agreement in all material respects.

Lessor Representations and Warranties For Benefit of All Parties. Lessor hereby represents and warrants as of the date hereof and on each Funding as of the Closing Date for the benefit of each party hereto thatas follows: (a) Lessor is a trustee acting on behalf of a trust limited partnership duly established and validly existing under the laws of the State of Delaware, has full power, authority and legal right under such laws to execute, deliver and perform its obligations under the Operative Documents to which it is a party. (b) The leasing and financing of the Equipment, the execution and delivery of the Operative Documents and the other related instruments, documents and agreements to which it Lessor is a party, and the compliance by Lessor with the terms hereof and thereof and the payments and performance by Lessor of any of its obligations hereunder and thereunder (i) have been duly and legally authorized by all necessary action on the part of Lessor, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessor's declaration Limited Partnership Agreement or Certificate of trust and related trust instrumentsLimited Partnership, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessor is a party, or by or under which Lessor or any of Lessor's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien, other than Permitted Liens, upon any of Lessor's property or assets and (iv) will not require, on the part of Lessor, the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any United States federal, state or local governmental or public commission, board, authority or agency except for filings, if any, made pursuant to any notice reporting requirement applicable to it. (c) Each Operative Document to which it Lessor is a party has been executed by the duly authorized officer or officers of Lessor General Partner and delivered to the other parties thereto and constitutes, or when executed by the duly authorized officer or officers of Lessor General Partner and delivered to the other parties thereto, will constitute, the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights from time to time in effect and by general principles of equity including those applicable to the enforceability of the remedy of specific performance. (d) There is no action, suit or other proceeding now pending or, to Lessor's knowledge, threatened, against or affecting Lessor, in any court or before any regulatory commission, board or other administrative governmental agency (i) which will materially and adversely affect the interest of Lessee Lessor in any Item of Equipment or any Operative Document, or the interest of the Collateral Agent in any such Item or any Operative Document, Document or (ii) that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Lessor. (e) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessor Collateral or any part thereof or any interest therein, or against Indenture Trustee, any Tranche A Noteholder, any Tranche B Lender, the Administrative Agent or the Collateral Agent either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby, thereby or (ii) on any payment to be made by Lessor pursuant to the Loan Operative Documents or any other document contemplated thereby to which Lessor is a party. (f) Lessor has no indebtedness or other liabilities, whether contingent or otherwise, other than its obligations under and as contemplated by the Operative Documents. (g) No Loan Default or Loan Event of Default not caused by a Lease Default or Lease Event of Default has occurred and is continuing. (h) Neither Lessor nor any Person authorized by Lessor to act on its behalf has directly or indirectly offered or sold to sell any interest interests in the CertificatesLessor Collateral, Tranche A Notes, Tranche B Notes or Equity Certificates or any security similar thereto, to, or in any similar security relating to the transactions contemplated by the Operative Documents, otherwise approved or in any security the offering of which for the purposes of the Securities Act of 1933 would be deemed to be part of the same offering as the offering thereof, or solicited any offer to acquire any of the same from, any Person other than the parties hereto and not more than 18 other institutional investors, and neither negotiated with respect thereto with anyone. Neither Lessor nor any Person authorized by Lessor to act on its behalf will take any action which would subject the issuance so offer or sale of any interest sell in the Trust Estate or the Certificates or in any similar security relating to the Equipment to the provisions violation of Section 5 of the Securities Act of 1933 or require the qualification of any Operative Document under the Trust Indenture Act of 19391933, as amended, or any securities or blue sky law of any applicable jurisdiction. (i) The representations and warranties of Lessor in the Note Purchase Agreement are true and correct in all material respects and Lessor has complied with all of its covenants in the Note Purchase Agreement in all material respects.

Lessor Representations and Warranties For Benefit of All Parties. Lessor hereby represents and warrants as of the date hereof and on each Funding Date for the benefit of each party hereto that: (a) Lessor is a trustee acting on behalf of a trust duly established and validly existing under the laws of the State of Delaware, has full power, authority and legal right under such laws to execute, deliver and perform its obligations under the Operative Documents to which it is a party. (b) The leasing and financing of the Equipment, the execution and delivery of the Operative Documents and the other related instruments, documents and agreements to which it is a party, and the compliance by Lessor with the terms hereof and thereof and the payments and performance by Lessor of any of its obligations hereunder and thereunder (i) have been duly and legally authorized by all necessary action on the part of Lessor, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessor's declaration of trust and related trust instruments, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessor is a party, or by or under which Lessor or any of Lessor's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien, other than Permitted Liens, upon any of Lessor's property or assets and (iv) will not require, on the part of Lessor, the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any United States federal, state or local governmental or public commission, board, authority or agency except for filings, if any, made pursuant to any notice reporting requirement applicable to it. (c) Each Operative Document to which it is a party has been executed by the duly authorized officer or officers of Lessor and delivered to the other parties thereto and constitutes, or when executed by the duly authorized officer or officers of Lessor and delivered to the other parties thereto, will constitute, the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights from time to time in effect and by general principles of equity including those applicable to the enforceability of the remedy of specific performance. (d) There is no action, suit or other proceeding now pending or, to Lessor's knowledge, threatened, against or affecting Lessor, in any court or before any regulatory commission, board or other administrative governmental agency (i) which will materially and adversely affect the interest of Lessee in any Item of Equipment or any Operative Document, or the interest of the Collateral Agent in any such Item or any Operative Document, or (ii) that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Lessor. (e) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessor Collateral or any part thereof or any interest therein, or against any Lender, the Administrative Agent or the Collateral Agent under the laws of the State of ____ either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby, or (ii) on any payment to be made by Lessor pursuant to the Loan Documents or any other document contemplated thereby to which Lessor is a party. (f) Lessor has no indebtedness or other liabilities, whether contingent or otherwise, other than its obligations under and as contemplated by the Operative Documents. (g) No Loan Default or Loan Event of Default not caused by a Lease Default or Lease Event of Default has occurred and is continuing. (h) Neither Lessor nor any Person authorized by Lessor to act on its behalf has offered or sold any interest in the Certificates, or in any similar security relating to the transactions contemplated by the Operative Documents, or in any security the offering of which for the purposes of the Securities Act of 1933 would be deemed to be part of the same offering as the offering thereof, or solicited any offer to acquire any of the same from, any Person other than the parties hereto and not more than 18 other institutional investors, and neither Lessor nor any Person authorized by Lessor to act on its behalf will take any action which would subject the issuance or sale of any interest in the Trust Estate or the Certificates or in any similar security relating to the Equipment to the provisions of Section 5 of the Securities Act of 1933 or require the qualification of any Operative Document under the Trust Indenture Act of 1939, as amended.