Common use of No Liens, Etc Clause in Contracts

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim other than Permitted Liens, and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such Collateral, free and clear of any Adverse Claim other than Permitted Liens. No effective control agreement, financing statement or other instrument similar in effect covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for the benefit of the Secured Parties or, with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim other than Permitted Liens, and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such Borrower Collateral, free and clear of any Adverse Claim other than Permitted Liens. No effective control agreement, financing statement or other instrument similar in effect covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent for the benefit of the Secured Parties Administrative Agent and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the BorrowerBorrower pursuant to the AerCap-Borrower Purchase Agreement. The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim other than Permitted Liens, and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent, each Funding Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such Borrower Collateral, free and clear of any Adverse Claim other than Permitted Liens. No effective control agreement, financing statement or other instrument similar in effect covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent for the benefit of the Secured Parties Administrative Agent, the Funding Agents and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the BorrowerBorrower pursuant to the Purchase Agreement. The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent, each Funding Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens).

No Liens, Etc. (a) The Collateral owned by the Borrower and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens, ) or restrictions on transferability and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the AdvancesAdvance, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restriction for property similar to such Collateral, including, in the case of the Collateral Obligations, the consent of any underlying agent and Obligor), to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Contribution Agreement and the Master Participation Agreement. There are no judgments or Liens for the benefit of the Secured Parties or, Taxes with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases no claim has been asserted with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making Taxes of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim Borrower (other than Permitted Liensany amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower).

No Liens, Etc. (a) The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim other than Permitted Liens, and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such Borrower Collateral, free and clear of any Adverse Claim other than Permitted Liens. No effective control agreement, financing statement or other instrument similar in effect covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent for the benefit of the Secured Parties Administrative Agent and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the BorrowerBorrower pursuant to the Purchase Agreement. The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens).

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of the Advanceseach Loan, the Security TrusteeAdministrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a USActive 57710049.13-71- security interest in said Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for the benefit of the Secured Parties or, with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and as “Secured Party” pursuant to the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens)) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of the Advanceseach Loan, the Security TrusteeAdministrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for the benefit of the Secured Parties or, with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and as “Secured Party” pursuant to the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens)) with respect to the Borrower and no claim has been asserted in writing with respect to the Taxes of the Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of the Advanceseach Loan, the Security TrusteeAdministrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for the benefit of the Secured Parties or, with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and as “Secured Party” pursuant to the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens)) with respect to the Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens, ) or restrictions on transferability (except to the extent that the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent) and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and and, upon the making of the Advanceseach Advance, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens), to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale and Contribution Agreement. There are no judgments or Liens for the benefit of the Secured Parties or, Taxes with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases no claim is being asserted with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making Taxes of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens)Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower or the applicable Borrower Group Member free and clear of any Adverse Claim other than Permitted LiensClaim, and the Borrower or the applicable Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Class A Advances, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent, each Funding Agent and the Class A Lenders, will have, upon registration if required, acquired a perfected, first priority perfected (to the extent such concept is recognized under applicable law) and valid security interest interest, subject in priority to no Liens other than Priority Permitted Liens, in such Collateral, free and clear of any Adverse Claim other than Permitted LiensClaim. No effective control agreement, mortgage, financing statement or other instrument similar in effect covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent for the benefit of the Secured Parties Administrative Agent, the Funding Agents and the Class A Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the BorrowerBorrower pursuant to the Avolon-Borrower Purchase Agreement. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any personPerson. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted LiensClaim, or prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Class A Advances or Additional Class A Advance relating thereto, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent, each Funding Agent and the Class A Lenders, will have, upon registration if required, acquired a perfectedperfected (to the extent such concept is recognized under applicable law), first priority and valid security interest interest, subject in priority to no Liens other than Priority Permitted Liens, in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens)Claim.

No Liens, Etc. The Receivables and Other Conveyed Property related thereto to be sold and assigned to the Purchaser hereunder are owned (aimmediately prior to their sale hereunder) The Collateral and each part thereof is owned by the Borrower Seller free and clear of any Adverse Claim (other than than, in the case of the Seller's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted LiensLiens and Encumbrances on such real property and, and to the Borrower has the full rightextent such security interest is evidenced by a Developer Mortgage, corporate power and lawful authority to assign, transfer and pledge the same and interests thereinan AD&C Mortgage) or restrictions on transferability, and upon transfer hereunder the making of the Advances, the Security Trustee, for the benefit of the Administrative Agent Purchaser will have acquired good and the Lenders, will have, upon registration if required, acquired marketable title to and a perfected, first priority valid and valid security perfected ownership interest in such CollateralReceivables and Other Conveyed Property related thereto, free and clear of any Adverse Claim (other than than, in the case of the Purchaser's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted LiensLiens and Encumbrances on such real property and, to the extent such security interest is evidenced by a Developer Mortgage, an AD&C Mortgage) or restrictions on transferability. No effective control agreement, financing statement or other instrument similar in effect covering all or any part of the Collateral has been executed or Receivables and Other Conveyed Property related thereto to be purchased hereunder is on file in any recording office, except such as may have been filed in connection favor of the Purchaser in accordance with a Permitted Lien this Agreement or in favor of the Security Trustee for Agent in accordance with the benefit RLSA or except as shall be released upon purchase of such Receivables and Other Conveyed Property by the Secured Parties orPurchaser or except, with respect any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, those representing Permitted Liens and Encumbrances on such real property and, to the Leases, in favor of extent the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rightstherein is evidenced by a Developer Mortgage, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens)an AD&C Mortgage.

No Liens, Etc. (a) The Collateral owned by the Borrower and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens, ) or restrictions on transferability (other than restrictions on transferability permitted by or contained in the applicable Underlying Instruments) and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advanceseach Advance, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restriction for property similar to such Collateral, including, in the case of the Collateral Obligations, the consent of any underlying agent and Obligor), to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments or Liens for the benefit of the Secured Parties or, any material Taxes with respect to the Leases, Borrower and no claim has been asserted with respect to any material Taxes of the Borrower (other than any amount the validity of which is currently being contested in favor good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens).

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) and the Borrower has the full right, corporate power and lawful authority to assignassign by way of security, charge, transfer and pledge the same and interests therein, and upon the making of the Advanceseach Loan, the Security TrusteeAdministrative Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability (other than customary restrictions for property similar to such Collateral, including in the case of Collateral Assets the consent of any underlying agent or obligor) , to the extent (as to perfection and priority) that a security interest in said Collateral may be perfected under the applicable UCC. No The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral other than as contemplated by the Loan Documents, and no effective control agreement, financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for the benefit of the Secured Parties or, with respect to the Leases, in favor of the Borrower. The use by the Borrower of the Collateral and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and as “Secured Party” pursuant to the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim Security Agreement. There are no judgments or Liens for Taxes (other than Permitted Liens)) with respect to the Borrower.

No Liens, Etc. (a) The Collateral and each part thereof is owned by the Borrower such Loan Party free and clear of any Adverse Claim other or restrictions on transferability(other than Permitted Liens, ) and the Borrower such Loan Party has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Advanceseach Advance, the Security TrusteeCollateral Agent, for the benefit of the Administrative Agent and the LendersSecured Parties, will have, upon registration if required, havehas acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such each Collateral Obligation and the other Collateral, free and clear of any Adverse Claim or restrictions on transferability, to the extent (as to perfection and priority with respect to such other Collateral) that a security interest in such other Collateral may be perfected under the applicable UCC. Such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effectivehas not filed or authorized the filing of a financing statement (other than with respect to Permitted Liens. No effective control agreement, financing statement ) or other instrument similar in effect naming or purportedly naming suchthe applicable Loan Party or any of its Affiliates as debtor and covering all or any part of the Collateral has been executed or is on file in any recording office, except such as may have been filed in connection with a Permitted Lien or in favor of the Security Trustee for Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the benefit Sale Agreement; provided that, this sentence shall not be construed so as to apply to any asset acquired from an Affiliate of the Secured Parties or, Borrower that was subject to the lien of a creditor that was released on or prior to the sale of such Collateral to the Borrower. There are no judgments or Liens for Taxes with respect to such Loan Party and no claim has been asserted by any Official Body with respect to the Leases, Taxes of such Loan Party (other than any amount the validity of which is currently being contested in favor of the Borrower. The use good faith by the Borrower of the Collateral appropriate proceedings and all rights with respect thereto do not infringe on the rights of any person. (b) The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to which reserves in conformity with GAAP have been provided on the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making books of the Advances relating thereto, the Security Trustee, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted LiensLoan Party).