Common use of Representations and Warranties of Owner Participant Clause in Contracts

Representations and Warranties of Owner Participant. Owner Participant represents and warrants to each of the other parties hereto that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Operative Documents to which it is a party and the Defaulting Participant's Note. (b) Each Operative Document to which Owner Participant is or will be a party and the Defaulting Participant's Note have been duly authorized by all necessary corporate action on the part of, and has been or on or prior to the Closing Date will have been duly executed and delivered by, Owner Participant and neither the execution and delivery thereof, nor the consummation by it of the transactions contemplated thereby, nor compliance by Owner Participant with any of the terms and provisions thereof, subject to and in reliance upon the accuracy of the representations made by Lessee in Sections 4.01(j) and 4.01(k) and by Initial Note Purchaser set forth in Section 4.08, (i) requires any approval of its stockholders, or approval or consent of any trustee or holders of any of its indebtedness or obligations, (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites), (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, (iv) contravenes its corporate charter or by-laws or (v) results in the creation of any Lien (other than a Permitted Lien of the type specified in clause (a) of the definition thereof) upon any of its property. (c) Neither the execution and delivery by it of the Operative Documents to which it is or will be a party and the Defaulting Participant's Note, nor the consummation by it of any of the transactions contemplated thereby, requires the consent, approval or authorization of, the giving of notice to, or the registration with, the recording or filing of any document with, or the taking of any other action in respect of, any Governmental Body, except for such of the foregoing as have been obtained, given or done (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites or as to the matters referred to in clause (ii) of Section 4.01(g)). (d) Each Operative Document to which Owner Participant is a party constitutes, and on the Closing Date the Defaulting Participant's Note will constitute, its legal, valid and binding obligation, enforceable against Owner Participant in accordance with its terms, except as enforcement may be subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (e) No Person acting on behalf of Owner Participant or any Affiliate thereof is or will be entitled to any brokerage fee, commission or finder's fee directly or indirectly from Lessee or any Affiliate thereof in connection with the transactions contemplated hereby. (f) There are no actions, suits or proceedings pending (nor, to the knowledge of Owner Participant, threatened) against or affecting Owner Participant or any property of Owner Participant in any court or before any arbitrator of any kind or before or by any Governmental Body which question the legality or validity of any of the Operative Documents to which Owner Participant is a party or the transactions contemplated thereby (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites). (g) The Transponders, as of the Closing Date, will be free and clear of Owner Participant Liens. (h) No Indenture Event of Default or Indenture Default attributable to Owner Participant or Owner Participant Guarantor has occurred and is continuing. (i) Each of the trust created by the Trust Agreement and Owner Participant is a United States Person, within the meaning of Section 7701(a)(30) of the Code. (j) Neither the trust created by the Trust Agreement nor Owner Participant is an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code.

Representations and Warranties of Owner Participant. Owner Participant represents and warrants to each of the other parties hereto hereto, as of the date hereof, that: (a) It is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated was formed and has all requisite corporate power and authority to enter into and perform its obligations under this Participation Agreement and the other Operative Documents to which it is a party and the Defaulting Participant's Noteparty. (b) Each Operative Document to which Owner Participant is or will be a party and the Defaulting Participant's Note have has been duly authorized by all necessary corporate action on the part ofof Owner Participant, and has been or on or prior to the Closing Date will have been duly executed and delivered by, XM-4 Participation Agreement Owner Participant and neither the execution and delivery thereof, nor the consummation by it of the transactions contemplated thereby, nor compliance by Owner Participant with any of the terms and provisions thereof, subject to and in reliance upon the accuracy of the representations made by Lessee in Sections 4.01(j) and 4.01(k) and by Initial Note Purchaser set forth Purchasers in Section 4.08, (i) requires any approval of its stockholders, or approval or consent of any trustee or holders of any of its indebtedness or obligations, (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties (except, however, that no representation is made as to communications law Communications Law or other Applicable Law relating to transponders or satellites), (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, (iv) contravenes its corporate charter or by-laws governance documents or (v) results in the creation of any Lien (other than a Permitted Lien of the type specified in clause (a) of the definition thereofLien) upon any of its property. (c) Neither the execution and delivery by it of the Operative Documents to which it is or will be a party and the Defaulting Participant's Noteparty, nor the consummation by it of any of the transactions contemplated thereby, requires the consent, approval or authorization of, the giving of notice to, or the registration with, the recording or filing of any document with, or the taking of any other action in respect of, any Governmental Body, except for such of the foregoing as have been obtained, given or done (except, however, that no representation is made as to communications law Communications Law or other Applicable Law relating to transponders or satellites or as to the matters referred to in clause (iii) of Section 4.01(g)). (d) Each Operative Document to which Owner Participant is a party constitutes, and on the Closing Date the Defaulting Participant's Note will constitute, its legal, valid and binding obligation, enforceable against Owner Participant in accordance with its terms, except as enforcement may be subject to bankruptcy, insolvency, moratorium or other similar laws Bankruptcy Laws affecting creditors' ’ rights generally, and to general principles of equity. (e) No Person acting on behalf of Owner Participant or any Affiliate thereof is or will be entitled to any brokerage fee, commission or finder's ’s fee directly or indirectly from Lessee or any Affiliate thereof in connection with the transactions contemplated hereby. (f) There are no actions, suits or proceedings pending (nor, to the knowledge of Owner Participant, threatened) against or affecting Owner Participant or any property of Owner Participant in any court or before any arbitrator of any kind or before or by any Governmental Body which question the legality or validity of any of the Operative Documents to which Owner Participant is a party or the transactions contemplated thereby (except, however, that no representation is made as to communications law Communications Law or other Applicable Law relating to transponders or satellites). (g) The Buyer’s Transponders, as of the Closing Date, will be free and clear of Owner Participant Liens. (h) No Indenture Event of Default or Indenture Default attributable to Owner Participant or Owner Participant Guarantor has occurred and is continuing. (i) Each of the trust created by For U.S. federal income tax purposes, the Trust Agreement is an entity disregarded as separate from its sole owner, Owner Participant, and Owner Participant is disregarded as an XM-4 Participation Agreement entity separate from its owner, and its owner is a United States Person, domestic corporation within the meaning of Section 7701(a)(307701(a) of the Code. (j) Neither the trust created by the Trust Agreement nor Owner Participant is an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code.

Representations and Warranties of Owner Participant. Owner Participant represents and warrants to each of the other parties hereto that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Operative Documents to which it is a party and the Defaulting Participant's Noteparty. (b) Each Operative Document to which Owner Participant is or will be a party and the Defaulting Participant's Note have has been duly authorized by all necessary corporate action on the part of, and has been or on or prior to the Closing Delivery Date will have been duly executed and delivered by, Owner Participant and neither the execution and delivery thereof, nor the consummation by it of the transactions contemplated thereby, nor compliance by Owner Participant with any of the terms and provisions thereof, subject to and in reliance upon the accuracy of the representations made by the Lessee in Sections 4.01(j) and 4.01(k) and by the Initial Note Purchaser ---------------- ------- set forth in Section 4.08, Sections 4.08(a) and 4.08(b) and in the Notes (i) requires ---------------- ------- any approval of its stockholders, or approval or consent of any trustee or holders of any of its indebtedness or obligations, ; (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites), ; (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, ; (iv) contravenes its corporate charter or by-laws bylaws; or (v) results in the creation of any Lien (other than a Permitted the Lien of the type specified in clause (a) Lease, the Lien of the definition thereofTrust Agreement and the Lien under the Indenture) upon any of its property. (c) Neither the execution and delivery by it of the Operative Documents to which it is or will be a party and the Defaulting Participant's Noteparty, nor the consummation by it of any of the transactions contemplated thereby, requires the consent, approval or authorization of, the giving of notice to, or the registration with, the recording or filing of any document with, or the taking of any other action in respect of, any Governmental Body, except for such of the foregoing as have been obtained, given or done (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites or as to the matters referred to in clause (ii) of Section 4.01(g)).. --------------- (d) Each Operative Document to which Owner Participant is a party constitutes, and on the Closing Date the Defaulting Participant's Note will constitute, constitutes its legal, valid and binding obligation, enforceable against Owner Participant in accordance with its terms, except as enforcement may be subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (e) No Person acting on behalf of Owner Participant or any Affiliate thereof is or will be entitled to any brokerage fee, commission or finder's fee directly or indirectly from Lessee or any Affiliate thereof in connection with the transactions contemplated hereby. (f) There are no actions, suits or proceedings pending (nor, to the knowledge of Owner Participant, threatened) against or affecting Owner Participant or any property of Owner Participant in any court or before any arbitrator of any kind or before or by any Governmental Body which question the legality or validity of any of the Operative Documents to which Owner Participant is a party or the transactions contemplated thereby (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites). (g) The Transponders, as of the Closing Delivery Date, will be free and clear of Owner Participant Liens. (h) No Indenture Event of Default or Indenture Default attributable to Owner Participant or Owner Participant Guarantor has occurred and is continuing. (i) Each of the trust created by the Trust Agreement and Owner Participant is a are United States PersonPersons, within the meaning of Section 7701(a)(30) of the Code. (j) Neither the trust created by the Trust Agreement nor Owner Participant is an are exempt organization organizations within the meaning of Subchapter F, Chapter I of Subtitle A of the Code.

Representations and Warranties of Owner Participant. Owner Participant represents and warrants to each of the other parties hereto that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Operative Documents to which it is or will be a party and the Defaulting Participant's Noteparty. (b) Each Operative Document to which Owner Participant is or will be a party and the Defaulting Participant's Note have has been duly authorized by all necessary corporate action on the part of, and has been or on or prior to the Closing Commencement Date will have been duly executed and delivered by, Owner Participant and neither the execution and delivery thereof, nor the consummation by it of the transactions contemplated thereby, nor compliance by Owner Participant with any of the terms and provisions thereof, subject to and in reliance upon the accuracy of the representations made by Lessee in Sections 4.01(i) and 4.01(j) and 4.01(k) and by Initial Note Purchaser Loan Participants set forth in Section 4.084.03, (i) requires any approval of its stockholders, or approval or consent of any trustee or holders of any of its indebtedness or obligations, (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites), (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, (iv) contravenes its corporate charter or by-by laws or (v) results in the creation of any Lien (other than a Permitted Lien of the type specified in clause (a) of the definition thereof) upon any of its property. (c) Neither the execution and delivery by it of the Operative Documents to which it is or will be a party and the Defaulting Participant's Noteparty, nor the consummation by it of any of the transactions contemplated thereby, requires the consent, approval or authorization of, the giving of notice to, or the registration with, the recording or filing of any document with, or the taking of any other action in respect of, any Governmental Body, except for such of the foregoing as have been obtained, given or done (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites or as to the matters referred to in clause (ii) of Section 4.01(g)satellites). (d) Each Operative Document to which Owner Participant is or will be a party constitutes, and on the Closing Date the Defaulting Participant's Note constitutes or will constitute, its legal, valid and binding obligation, enforceable against Owner Participant in accordance with its terms, except as enforcement may be subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (e) No Person acting on behalf of Owner Participant or any Affiliate thereof is or will be entitled to any brokerage fee, commission or finder's fee directly or indirectly from Lessee or any Affiliate thereof HCG in connection with the transactions contemplated hereby. (f) There are no actions, suits or proceedings pending (nor, to the knowledge of Owner Participant, threatened) against or affecting Owner Participant or any property of Owner Participant in any court or before any arbitrator of any kind or before or by any Governmental Body which question the legality or validity of any of the Operative Documents to which Owner Participant is a party or the transactions contemplated thereby (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites). (g) The Subject to the accuracy of Seller's representation set forth in the first and second sentences of Section 4.01(g), on the Commencement Date, Initial Owner Participant will be the owner of all the Transponders, as will have all corporate power and authority necessary to sell the same to Owner Trustee and, upon execution and delivery of the Closing DateGMAC Xxxx of Sale, Owner Trustee will be have received from Initial Owner Participant, to the same extent received by it from Seller, good and marketable title to the Transponders, in each case free and clear of Owner Participant all Liens other than Permitted Liens described in clause (a) of the definition thereof, Lessor Liens, Agent Liens and (until receipt of such payment by Seller) the right of Seller to payment of Lessor's Cost therefor. (h) No Indenture Loan Event of Default or Indenture Loan Default attributable to Owner Participant or Owner Participant Guarantor has occurred and is continuing. (i) Each of the trust created by the Trust Agreement and Owner Participant is a United States Person, within the meaning of Section 7701(a)(30) of the Code. (j) Neither the trust created by the Trust Agreement nor Owner Participant is an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (k) Owner Participant hereby represents and warrants that it is not acquiring any of its interest in the Lessor's Estate and did not acquire the Transponders on the Closing Date with the assets of any employee benefit plan (or its related trust) which is subject to Title I of ERISA or Section 4975 of the Code (a "Benefit Plan") or of an account or entity whose assets constitute ------------ assets of a Benefit Plan.