Common use of OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Owner Participant represents and warrants as follows: (i) the Owner Participant is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has the corporate power 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 Owner Participant Agreements; (ii) the Owner Participant Agreements have been duly authorized by all necessary corporate action on the part of the Owner Participant, do not require any approval not already obtained of stockholders of the Owner Participant or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of the Owner Participant, and have been duly executed and delivered by the Owner Participant or USL Capital Corporation as its agent, and, subject to and in reliance upon the representations made by the Original Loan Participant and Lessee in Sections 8(o) and 7(a)(xv), respectively, neither the execution and delivery thereof by the Owner Participant, nor the consummation of the transactions contemplated thereby by the Owner Participant, nor compliance by the Owner Participant with any of the terms and provisions thereof will contravene any United States federal or state law, judgment, governmental rule, regulation or order applicable to or binding on the Owner Participant (it being understood that no representation or warranty is made with respect to laws, rules or regulations relating to (x) aviation or the nature of the equipment owned by the (iii) assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, each of the Owner Participant Agreements constitutes a legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with the terms thereof; (iv) there are no pending or, to the knowledge of the Owner Participant, threatened actions or proceedings against the Owner Participant before any court or administrative agency which, if determined adversely to the Owner Participant, would materially adversely affect the financial condition of the Owner Participant or the ability of the Owner Participant to perform its obligations under the Owner Participant Agreements; (v) on the Delivery Date, there will be no Lessor Liens attributable to the Owner Participant; (vi) the Owner Participant's net worth (as defined in Section 8(l)) is at least $75,000,000; and (vii) there has not occurred any event which constitutes (or to the best of its knowledge would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default which has been caused by or relates to the Owner Participant and which is presently continuing.

OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Owner Participant represents and warrants as follows: (i) the Owner Participant is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware Massachusetts, and has the corporate power 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 Owner Participant Agreements; (ii) the Owner Participant Agreements have been duly authorized by all necessary corporate action on the part of the Owner Participant, do not require any approval not already obtained of stockholders of the Owner Participant or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of the Owner Participant, and have been duly executed and delivered by the Owner Participant or USL Capital Corporation as its agentParticipant, and, subject to and in reliance upon the representations made by the Original Loan Participant and Lessee in Sections 8(o) and 7(a)(xv), respectively, and compliance with the covenants of Section 8(d), neither the execution and delivery thereof by the Owner Participant, nor the consummation of the transactions contemplated thereby by the Owner Participant, nor compliance by the Owner Participant with any of the terms and provisions thereof will contravene any United States federal or state law, judgment, governmental rule, regulation or order applicable to or binding on the Owner Participant (it being understood that no representation or warranty is made with respect to laws, rules or regulations relating to (x) aviation or to the nature of the equipment owned by thethe Owner Trustee, other than such laws, rules or regulations relating to the citizenship requirements of the Owner Participant under applicable aviation law) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (other than Permitted Liens of the type described in clause (a) of the definition thereof) upon the Trust Estate under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which the Owner Participant is a party or by which it or its properties may be bound or affected; (iii) assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, each of the Owner Participant Agreements constitutes a legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with the terms thereof; (iv) there are no pending or, to the knowledge of the Owner Participant, threatened actions or proceedings against the Owner Participant before any court or administrative agency which, if determined adversely to the Owner Participant, would materially adversely affect the financial condition of the Owner Participant or the ability of the Owner Participant to perform its obligations under the Owner Participant Agreements;would (v) on the Delivery Date, there will be no Lessor Liens attributable to the Owner Participant; (vi) the Owner Participant's net worth (as defined in Section 8(l)) is at least $75,000,000; and (vii) there has not occurred any event which constitutes (or to the best of its knowledge would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default which has been caused by or relates to the Owner Participant and which is presently continuing.

OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Owner Participant represents and warrants as follows: (i) the Owner Participant is a corporation duly organized and validly existing and in good standing under the laws of the State state of Delaware Michigan and has the corporate power 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 Owner Participant Agreements; (ii) the Owner Participant Agreements have been duly authorized by all necessary corporate action on the part of the Owner Participant, do not require any approval not already obtained of stockholders of the Owner Participant or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of the Owner Participant, and have been duly executed and delivered by the Owner Participant or USL Capital Corporation as its agentParticipant, and, subject to and in reliance upon the representations made by the Original Loan Participant and Lessee in Sections 8(o) and 7(a)(xv), respectively, and compliance with the covenants of Section 8(d), neither the execution and delivery thereof by the Owner Participant, nor the consummation of the transactions contemplated thereby by the Owner Participant, nor compliance by the Owner Participant with any of the terms and provisions thereof will contravene any United States federal or state law, judgment, governmental rule, regulation or order applicable to or binding on the Owner Participant (it being understood that no representation or warranty is made with respect to laws, rules or regulations relating to (x) aviation or to the nature of the equipment owned by thethe Owner Trustee, other than such laws, rules or regulations relating to the citizenship PARTICIPATION AGREEMENT [N620SW] -29- 35 requirements of the Owner Participant under applicable aviation law) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (other than Permitted Liens of the type described in clause (a) of the definition thereof) upon the Trust Estate under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which the Owner Participant is a party or by which it or its properties may be bound or affected; (iii) assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, each of the Owner Participant Agreements constitutes a legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with the terms thereof; (iv) there are no pending or, to the knowledge of the Owner Participant, threatened actions or proceedings against the Owner Participant before any court or administrative agency which, if determined adversely to the Owner Participant, would materially adversely affect the financial condition of the Owner Participant or the ability of the Owner Participant to perform its obligations under the Owner Participant Agreements; (v) on the Delivery Date, there will be no Lessor Liens attributable to the Owner Participant; (vi) the Owner Participant's net worth (as defined in Section 8(l)) is at least $75,000,000; and (vii) there has not occurred any event which constitutes (or to the best of its knowledge would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default which has been caused by or relates to the Owner Participant and which is presently continuing.

OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Owner Participant represents and warrants as follows: (i) the Owner Participant is a corporation national banking association duly organized and validly existing and in good standing under the laws of the State of Delaware United States and has the corporate power 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 Owner Participant Agreements; (ii) the Owner Participant Agreements have been duly authorized by all necessary corporate action on the part of the Owner Participant, do not require any approval not already obtained of stockholders of the Owner Participant or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of the Owner Participant, and have been duly executed and delivered by the Owner Participant or USL Capital Corporation as its agentParticipant, and, subject to and in reliance upon the representations made by the Original Loan Participant and Lessee in Sections 8(o) and 7(a)(xv), respectively, and compliance with the covenants of Section 8(d), neither the execution and delivery thereof by the Owner Participant, nor the consummation of the transactions contemplated thereby by the Owner Participant, nor compliance by the Owner Participant with any of the terms and provisions thereof will contravene any United States federal or state law, judgment, governmental rule, regulation or order applicable to or binding on the Owner Participant (it being understood that no representation or warranty is made with respect to laws, rules or regulations relating to (x) aviation or to the nature of the equipment owned by thethe Owner Trustee, other than such laws, rules or regulations relating to the citizenship requirements of the Owner Participant under applicable aviation law) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (other than Permitted Liens of the type described in clause (a) of the definition thereof) upon the Trust Estate under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which the Owner Participant is a party or by which it or its properties may be bound or affected; (iii) assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, each of the Owner Participant Agreements constitutes a legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with the terms thereof; (iv) there are no pending or, to the knowledge of the Owner Participant, threatened actions or proceedings against the Owner Participant before any court or administrative agency which, if determined adversely to the Owner Participant, would materially adversely affect the financial condition of the Owner Participant or the ability of the Owner Participant to perform its obligations under the Owner Participant Agreements; (v) on the Delivery Date, there will be no Lessor Liens attributable to the Owner Participant; (vi) the Owner Participant's net worth (as defined in Section 8(l)) is at least $75,000,000; and (vii) there has not occurred any event which constitutes (or to the best of its knowledge would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default which has been caused by or relates to the Owner Participant and which is presently continuing.

OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Owner Participant represents and warrants as follows: (i) the Owner Participant is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware Alabama, and has the corporate power 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 Owner Participant Agreements; (ii) the Owner Participant Agreements have been duly authorized by all necessary corporate action on the part of the Owner Participant, do not require any approval not already obtained of stockholders of the Owner Participant or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of the Owner Participant, and have been duly executed and delivered by the Owner Participant or USL Capital Corporation as its agentParticipant, and, subject to and in reliance upon the representations made by the Original Loan Participant and Lessee in Sections 8(o) and 7(a)(xv), respectively, and compliance with the covenants of Section 8(d), neither the execution and delivery thereof by the Owner Participant, nor the consummation of the transactions contemplated thereby by the Owner Participant, nor compliance by the Owner Participant with any of the terms and provisions thereof will contravene any United States federal or state law, judgment, governmental rule, regulation or order applicable to or binding on the Owner Participant (it being understood that no representation or warranty is made with respect to laws, rules or regulations relating to (x) aviation or to the nature of the equipment owned by thethe Owner Trustee, other than such laws, rules or regulations relating to the citizenship requirements of the Owner Participant under applicable aviation law) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (other than Permitted Liens of the type described in clause (a) of the definition thereof) upon the Trust Estate under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which the Owner Participant is a party or by which it or its properties may be bound or affected; (iii) assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, each of the Owner Participant Agreements constitutes a legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with the terms thereof; (iv) there are no pending or, to the knowledge of the Owner Participant, threatened actions or proceedings against the Owner Participant before any court or administrative agency which, if determined adversely to the Owner Participant, would materially adversely affect the financial condition of the Owner Participant or the ability of the Owner Participant to perform its obligations under the Owner Participant Agreements;; and (v) on the Delivery Date, there will be no Lessor Liens attributable to the Owner Participant; (vi) the Owner Participant's net worth (as defined in Section 8(l)) is at least $75,000,000; and (vii) there has not occurred any event which constitutes (or to the best of its knowledge would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default which has been caused by or relates to the Owner Participant and which is presently continuing.

OWNER PARTICIPANT'S REPRESENTATIONS AND WARRANTIES. The Owner Participant represents and warrants as follows: (i) the Owner Participant is a an Arizona corporation duly organized and validly existing and in good standing under the laws of the State of Delaware Arizona and has the corporate power 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 Owner Participant Agreements; (ii) the Owner Participant Agreements have been duly authorized by all necessary corporate action on the part of the Owner Participant, do not require any approval not already obtained of stockholders of the Owner Participant or any approval or consent not already obtained of any trustee or holders of any indebtedness or obligations of the Owner Participant, and have been duly executed and delivered by the Owner Participant or USL Capital Corporation as its agentParticipant, and, subject to and in reliance upon the representations made by the Original Loan Participant and Lessee in Sections 8(o) and 7(a)(xv), respectively, and compliance with the covenants of Section 8(d), neither the execution and delivery thereof by the Owner Participant, nor the consummation of the transactions contemplated thereby by the Owner Participant, nor compliance by the Owner Participant with any of the terms and provisions thereof will contravene any United States federal or state law, judgment, governmental rule, regulation or order applicable to or binding on the Owner Participant (it being understood that no representation or warranty is made with respect to laws, rules or regulations relating to (x) aviation or to the nature of the equipment owned by thethe Owner Trustee, other than such laws, rules or regulations relating to the citizenship requirements of the Owner Participant under applicable aviation law) or contravene or result in any breach of or constitute any default under, or result in the creation of any Lien (other than Permitted Liens of the type described in clause (a) of the definition thereof) upon the Trust Estate under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law or other agreement or instrument to which the Owner Participant is a party or by which it or its properties may be bound or affected; (iii) assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, each of the Owner Participant Agreements constitutes a legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with the terms thereof; (iv) there are no pending or, to the knowledge of the Owner Participant, threatened actions or proceedings against the Owner Participant before any court or administrative agency which, if determined adversely to the Owner Participant, would materially adversely affect the financial condition of the Owner Participant or the ability of the Owner Participant to perform its obligations under the Owner Participant Agreements; (v) on the Delivery Date, there will be no Lessor Liens attributable to the Owner Participant; ; and PARTICIPATION AGREEMENT [N603SW] -30- 36 (vi) the Owner Participant's net worth (as defined in Section 8(l)) is at least $75,000,000; and (vii) there has not occurred any event which constitutes (or to the best of its knowledge would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default which has been caused by or relates to the Owner Participant and which is presently continuing.