Representations and Warranties of Indenture Trustee in Individual Capacity. The Indenture Trustee represents and warrants, in its individual capacity, as follows: (i) it is a "citizen of the United States" as defined in the Act, that it will notify promptly all parties to this Agreement if in its reasonable opinion its status as a "citizen of the United States" is likely to change and that it will resign as Indenture Trustee as provided in Section 9.07 of the Trust Indenture if it should cease to be a "citizen of the United States"; (ii) it is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under the Trust Indenture and this Agreement and to authenticate the Certificates; (iii) the Indenture Trustee Agreements, and the authentication of the Certificates have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal or Delaware law or regulation governing its banking or trust powers or any judgment or order binding on it or contravene or result in any breach of, or constitute any default under its charter or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected; (iv) each of the Indenture Trustee Agreements has been duly executed and delivered by it and, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms; (v) neither the execution and delivery by it, in its individual capacity or as Indenture Trustee, as the case may be, of this Agreement or the Trust Indenture nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration with, any governmental authority or agency pursuant to any law of the State of Delaware or the United States governing the banking or trust powers of the Indenture Trustee; and (vi) neither it nor anyone authorized to act on its behalf has directly or indirectly offered any beneficial interest or security relating to the ownership of the
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Representations and Warranties of Indenture Trustee in Individual Capacity. The Indenture Trustee represents and warrants, in its individual capacity, as follows:
(i) it is a "citizen of the United States" as defined in the Act, that it will notify promptly all parties to this Agreement if in its reasonable opinion its status as a "citizen of the United States" is likely to change and that it will resign as Indenture Trustee as provided in Section 9.07 of the Trust Indenture if it should cease to be a "citizen of the United States";
(ii) it is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under the Trust Indenture and this Agreement and to authenticate the Certificates;
(iii) the Indenture Trustee Agreements, and the authentication of the Certificates have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal or Delaware law or regulation governing its banking or trust powers or any judgment or order binding on it or contravene or result in any breach of, or constitute any default under its charter or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected;neither
(iv) each of the Indenture Trustee Agreements has been duly executed and delivered by it and, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms;
(v) neither the execution and delivery by it, in its individual capacity or as Indenture Trustee, as the case may be, of this Agreement or the Trust Indenture nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration with, any governmental authority or agency pursuant to any law of the State of Delaware or the United States governing the banking or trust powers of the Indenture Trustee; and
(vi) neither it nor anyone authorized to act on its behalf has directly or indirectly offered any beneficial interest or security relating to the ownership of thethe Aircraft or the Lease or any interest in the Trust Estate or the Trust Indenture Estate, or any of the Certificates or any other interest in or security under the Trust Indenture, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any interest or security to, any Person, and it will not directly or indirectly make any such offer, solicitation or sale.
Appears in 1 contract
Representations and Warranties of Indenture Trustee in Individual Capacity. The Indenture Trustee represents and warrants, in its individual capacity, as follows:
(i) it is a "citizen of the United States" as defined in the Act, 49 U.S.C. Section 40102(a)(15)(C) that it will notify promptly all parties to this Agreement if in its reasonable opinion its status as a "citizen of the United States" is likely to change and that it will resign as Indenture Trustee as provided in Section 9.07 of the Trust Indenture if it should cease to be a "citizen of the United States";
(ii) it is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under the Trust Indenture and this Agreement and to authenticate the Certificates;
(iii) the Indenture Trustee Agreements, and the authentication of the Certificates have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal or Delaware law or regulation governing its banking or trust powers or any judgment or order binding on it or contravene or result in any breach of, or constitute any default under its charter or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected;
(iv) each of the Indenture Trustee Agreements has been duly executed and delivered by it and, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms;
(v) neither the execution and delivery by it, in its individual capacity or as Indenture Trustee, as the case may be, of this Agreement or the Trust Indenture nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration with, any governmental authority or agency pursuant to any law of the State of Delaware or the United States governing the banking or trust powers of the Indenture Trustee; and
(vi) neither it nor anyone authorized to act on its behalf has directly or indirectly offered any beneficial interest or security relating to the ownership of thethe Aircraft or the Lease or any interest in the Trust Estate or the Trust Indenture Estate, or any of the Certificates or any other interest in or security under the Trust Indenture, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any interest or security to, any Person, and it will not directly or indirectly make any such offer, solicitation or sale.
Appears in 1 contract
Representations and Warranties of Indenture Trustee in Individual Capacity. The Indenture Trustee represents and warrants, in its individual capacity, as follows:
(i) it is a "citizen of the United States" as defined in the Act, 49 U.S.C. Section 40102(a)(15)(C) that it will notify promptly all parties to this Agreement if in its reasonable opinion its status as a "citizen of the United States" is likely to change and that it will resign as Indenture Trustee as provided in Section 9.07 of the Trust Indenture if it should cease to be a "citizen of the United States";
(ii) it is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under the Trust Indenture and this Agreement and to authenticate the Certificates;
(iii) the Indenture Trustee Agreements, and the authentication of the Certificates have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal or Delaware law or regulation governing its banking or trust powers or any judgment or order binding on it or contravene or result in any breach of, or constitute any default under its charter or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected;
(iv) each of the Indenture Trustee Agreements has been duly executed and delivered by it and, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms;
(v) neither the execution and delivery by it, in its individual capacity or as Indenture Trustee, as the case may be, of this Agreement or the Trust Indenture nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration with, any governmental authority or agency pursuant to any law of the State of Delaware or the United States governing the banking or trust powers of the Indenture Trustee; and
(vi) neither it nor anyone authorized to act on its behalf has directly or indirectly offered any beneficial interest or security relating to the ownership of the
Appears in 1 contract
Representations and Warranties of Indenture Trustee in Individual Capacity. The Indenture Trustee represents and warrants, in its individual capacity, as follows:
(i) it is a "citizen of the United States" as defined in the Act, that it will notify promptly all parties to this Agreement if in its reasonable opinion its status as a "citizen of the United States" is likely to change and that it will resign as Indenture Trustee as provided in Section 9.07 of the Trust Indenture if it should cease to be a "citizen of the United States";
(ii) it is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under the Trust Indenture and this Agreement and to authenticate the Certificates;
(iii) the Indenture Trustee Agreements, and the authentication of the Certificates have been duly authorized by all necessary corporate action on its part, and neither the execution and delivery thereof nor its performance of any of the terms and provisions thereof will violate any federal or Delaware law or regulation governing its banking or trust powers or any judgment or order binding on it or contravene or result in any breach of, or constitute any default under its charter or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it or its properties may be bound or affected;
(iv) each of the Indenture Trustee Agreements has been duly executed and delivered by it and, assuming that each such agreement is the legal, valid and binding obligation of each other party thereto, is the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms;
(v) neither the execution and delivery by it, in its individual capacity or as Indenture Trustee, as the case may be, of this Agreement or the Trust Indenture nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration with, any governmental authority or agency pursuant to any law of the State of Delaware or the United States governing the banking or trust powers of the Indenture Trustee; and
(vi) neither it nor anyone authorized to act on its behalf has directly or indirectly offered any beneficial interest or security relating to the ownership of thethe Aircraft or the Lease or any interest in the Trust Estate or the Trust Indenture Estate, or any of the Certificates or any other interest in or security under the Trust Indenture, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any interest PARTICIPATION AGREEMENT [N603SW] -32- 38 or security to, any Person, and it will not directly or indirectly make any such offer, solicitation or sale.
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