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

Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as follows: (i) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of the Owner Trustee Documents; (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner Trustee; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association or by-laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than the Lien of the Trust Indenture) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers of the Owner Trustee, or any judgment or order applicable to or binding on it; (v) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States Federal governmental authority or agency regulating the trust powers of the Owner Trustee in its individual capacity is required for the execution and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated by the Owner Trustee Documents or any other Operative Document to which it will be a party or by which it will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken; (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution and delivery in its individual capacity or as Owner Trustee, as the case may be, of the Owner Trustee Documents above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in and (c) engaged in any activities unrelated to the Transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documents; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing contemplated hereby and agreed to herein by the Owner Trustee, Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lessee.

Appears in 3 contracts

Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)

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Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as follows: (i) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of this Agreement, the Owner Trustee DocumentsTrust Indenture, the Equipment Notes, the Lease and each other Operative Document (other than the Trust Agreement) to which it is a party; (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner TrusteeTrustee and will be entitled to the benefits and security afforded by the Trust Indenture in accordance with the terms of such Equipment Note and the Trust Indenture; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association or by-by- laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than as permitted under the Lien of the Trust IndentureOperative Documents) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers of the Owner Trustee, or any judgment or order applicable to or binding on it; (v) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States Federal governmental authority or agency regulating the trust powers of the Owner Trustee in its individual capacity is required for the execution and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated hereby or by the Owner Trustee Documents Trust Agreement, the Participation Agreement, the Trust Indenture, the Lease or the Equipment Notes, or any other Operative Document to which it is or will be a party or by which it is or will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or takentaken or which is described in Section 7(s)(iv); (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee, as lessor under the Lease; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution and delivery in its individual capacity or as Owner Trustee, as the case may be, of any of the Owner Trustee Documents instruments referred to in clauses (i), (ii), (iii) and (iv) above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in in, and (c) engaged in any activities unrelated to the Transactions transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documentsinstruments referred to in clauses (i), (ii), (iii) and (iv) above; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing refinancing contemplated hereby and agreed to herein by the Owner Trustee, the Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lessee.

Appears in 2 contracts

Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)

Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as follows: (i) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of this Agreement, the Owner Trustee DocumentsTrust Indenture, the Equipment Notes, the Lease and each other Operative Document (other than the Trust Agreement) to which it is a party; (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner TrusteeTrustee and will be entitled to the benefits and security afforded by the Trust Indenture in accordance with the terms of such Equipment Note and the Trust Indenture; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association or by-laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than as permitted under the Lien of the Trust IndentureOperative Documents) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers of the Owner Trustee, or any judgment or order applicable to or binding on it; (v) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States Federal governmental authority or agency regulating the trust powers of the Owner Trustee in its individual capacity is required for the execution and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated hereby or by the Owner Trustee Documents Trust Agreement, the Participation Agreement, the Trust Indenture, the Lease or the Equipment Notes, or any other Operative Document to which it is or will be a party or by which it is or will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or takentaken or which is described in Section 7(a)(iv); (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee, as lessor under the Lease; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution and delivery in its individual capacity or as Owner Trustee, as the case may be, of any of the Owner Trustee Documents instruments referred to in clauses (i), (ii), (iii) and (iv) above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in in, and (c) engaged in any activities unrelated to the Transactions transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documentsinstruments referred to in clauses (i), (ii), (iii) and (iv) above; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing refinancing contemplated hereby and agreed to herein by the Owner Trustee, the Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Personperson; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lessee.

Appears in 2 contracts

Samples: Leased Aircraft Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)

Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, ----------------------------------------------- Trustee represents and warrants to Lessee, each of the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as followsother parties hereto that: (ia) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of the Owner Trustee Documents; (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the Assuming due authorization, execution and delivery of the Trust Agreement by the Owner Participant) , Owner Trustee has all requisite power and authority as Owner Trustee to execute and deliver this Agreement and each the other Operative Documents and Xxxxxx Agreements to which it is or is to be a party. (b) Assuming due authorization, execution and delivery of the other Trust Agreement by Owner Participant, Owner Trustee has taken all corporate action necessary to authorize the execution and delivery by it of the Operative Documents constitutes (orand Xxxxxx Agreements to which it is or will be a party, in and each such Operative Document and Xxxxxx Agreement has been or on or prior to the case of documents to Delivery Date will be duly executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;it. (iiic) assuming the Assuming due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner Trustee; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, Trustee of any Owner Trustee Documentof the Operative Documents or Xxxxxx Agreements to which it is or will be a party, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any it of the Transactions transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, it with any of the terms and or provisions thereof, thereof (Ai) requires or will require any approval of the stockholders of Trust Company; (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its stockholders, properties governing the banking or approval or consent trust powers of any trustees or holders of any indebtedness or obligations of it, or Owner Trustee; (Biii) violates or will violate its articles of association or by-laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, of or results or will result in the creation of constitutes any Lien (other than the Lien of the Trust Indenture) upon its property default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale sales contract, bank loan or credit agreement, license contract or other agreement or instrument to which it Owner Trustee is a party or by which any of its properties may be bound or affected; (iv) contravenes Trust Company charter or by-laws; or (v) results in the creation of any Lien (other than the Lien of the Lease the Lien of the Trust Agreement and the Lien under the Indenture) upon any of Owner Trustee's property. (d) Assuming due authorization, execution and delivery of the Trust Agreement by Owner Participant, neither the execution and delivery by Owner Trustee of any Operative Documents or Xxxxxx Agreements to which it is boundor will be a party, nor the consummation by it of the transactions contemplated thereby, nor compliance by it with any of the terms or contravenes or provisions thereof will contravene any law, governmental rule or regulation Applicable Law of the United States of America or the State of Utah Delaware governing the Trust Company's banking or trust powers powers. (e) Assuming due authorization, execution and delivery of the Trust Agreement by Owner TrusteeParticipant, neither the execution and delivery by Owner Trustee of each of the Operative Documents and Xxxxxx Agreements to which it is or any judgment or order applicable to or binding on it; (v) no will be a party, requires the consent, approval, order approval or authorization of, of or the giving of notice to, or the registration with, or the taking of any other action in respect of, any Utah state Federal or local governmental authority Delaware Governmental Body governing Trust Company's banking or agency or any United States Federal governmental authority or agency regulating trust powers. (f) Assuming the trust powers due authorization, execution and delivery of the Trust Agreement by Owner Participant, each Operative Document and Xxxxxx Agreement to which Owner Trustee is a party constitutes its legal, valid and binding obligation, enforceable against Owner Trustee in accordance with its individual capacity terms, subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally, and to general principles of equity. (g) The chief executive office (as such term is required for used in Article 9 of the execution Uniform Commercial Code) of Owner Trustee is at Xxxxxx Square North, Wilmington, County of New Castle, State of Delaware (and delivery ofit hereby agrees to notify Lessee, Indenture Trustee and Owner Participant promptly after any change in such location). (h) On the Delivery Date, Owner Trustee will have whatever title to the Transponders and the remainder of Lessor's Estate as was granted or conveyed to it on the carrying out byDelivery Date, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, free and clear of any of the Transactions contemplated by the Owner Trustee Documents or any other Operative Document Lessor Liens attributable to which it will be a party or by which it will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken;Trust Company. (vii) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution and delivery in its individual capacity or as Owner Trustee, as the case may be, of the Owner Trustee Documents above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in and (c) engaged in any activities unrelated to the Transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documents; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing contemplated hereby and agreed to herein by the Owner Trustee, Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing of time or the giving of notice or both, constitute) an No Indenture Event of Default which attributable to Owner Trustee has been caused by or relates to the Owner Trustee, in its individual capacity, occurred and which is presently continuing; and. (xivj) on the Delivery Date the Owner Trustee shall have received whatever title to is a United States Person, within the Aircraft meaning of Section 7701(a)(30) of the Code. (k) Owner Trustee is not an exempt organization within the meaning of Subchapter F, Chapter I of Subtitle A of the Code. (l) Owner Trustee is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as was conveyed to it by Lesseeamended.

Appears in 2 contracts

Samples: Participation Agreement (Magellan International Inc), Participation Agreement (Magellan International Inc)

Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as follows: (i) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of this Agreement, the Owner Trustee DocumentsTrust Indenture, the Equipment Notes, the Lease and each other Operative Document (other than the Trust Agreement) to which it is a party; (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner TrusteeTrustee and will be entitled to the benefits and security afforded by the Trust Indenture in accordance with the terms of such Equipment Note and the Trust Indenture; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association or by-by- laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than as permitted under the Lien of the Trust IndentureOperative Documents) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers of the Owner Trustee, or any judgment or order applicable to or binding on it; (v) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States Federal governmental authority or agency regulating the trust powers of the Owner Trustee in its individual capacity is required for the execution and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated hereby or by the Owner Trustee Documents Trust Agreement, the Participation Agreement, the Trust Indenture, the Lease or the Equipment Notes, or any other Operative Document to which it is or will be a party or by which it is or will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or takentaken or which is described in Section 7(a)(iv); (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee, as lessor under the Lease; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution and delivery in its individual capacity or as Owner Trustee, as the case may be, of any of the Owner Trustee Documents instruments referred to in clauses (i), (ii), (iii) and (iv) above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in in, and (c) engaged in any activities unrelated to the Transactions transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documentsinstruments referred to in clauses (i), (ii), (iii) and (iv) above; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing refinancing contemplated hereby and agreed to herein by the Owner Trustee, the Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lessee.

Appears in 1 contract

Samples: Participation Agreement (Us Airways Inc)

Representations and Warranties of Owner Trustee. The ----------------------------------------------- Owner Trustee, Trustee hereby represents and warrants in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to Seller, for the Owner Trusteebenefit of the Certificateholders, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as followsthat: (ia) the Owner Trustee, in its individual capacity, It is a national banking association corporation duly organized and organized, validly existing and in good standing under the laws of the United States, state of its incorporation. The eligibility requirements set forth in Section 6.13 (a) - (d) are satisfied with respect to it. (b) It has full corporate power power, authority and authority legal right to carry on its business as now conductedexecute, has the corporate power deliver and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (assuming c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any Delaware or federal law or regulation governing the authorization, execution banking and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms trust powers of the Owner Trustee Documents; or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery shall not violate any provision of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner Trustee; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association corporate charter or by-laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than the Lien of the Trust Indenture) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers laws of the Owner Trustee, or (iii) shall not violate any judgment provision of, or order applicable constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or binding other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on it;the Owner Trustee's performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement. (vd) no consentThe execution, approvaldelivery and performance by the Owner Trustee of this Agreement shall not require the authorization, order consent or authorization approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Utah state Delaware or local governmental authority or agency or any United States Federal federal governmental authority or agency regulating the corporate trust powers activities of ______________________, except for the filing of the Owner Trustee in its individual capacity is required for Certificate of Trust with the execution Delaware Secretary of State. (e) This Agreement has been duly executed and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated delivered by the Owner Trustee Documents or any other Operative Document to which it will be a party or by which it will be boundand constitutes the legal, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken; (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution valid and delivery in its individual capacity or as Owner Trustee, as the case may be, of the Owner Trustee Documents above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in and (c) engaged in any activities unrelated to the Transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability binding agreement of the Owner Trustee, enforceable in accordance with its individual capacity or terms, except as Owner Trusteeenforceability may be limited by bankruptcy, as the case may beinsolvency, to perform its obligations under any of the Owner Trustee Documents; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale toreorganization, or solicited any offer to acquire any other similar laws affecting the enforcement of the same fromcreditors' rights in general and by general principles of equity, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that regardless of whether such enforceability is considered in arranging and proposing the financing contemplated hereby and agreed to herein by the Owner Trustee, Lessee has not acted as agent of the Owner Trustee) to offer directly a proceeding in equity or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lesseeat law.

Appears in 1 contract

Samples: Trust Agreement (First Security Bank Na)

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Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) ----------------------------------------------- Person executing this Agreement as Owner Trustee, Trustee hereby represents and warrants to Lesseethe Seller, for the Pass Through Trusteebenefit of the Certificateholders, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as followsthat: (ia) the Owner Trustee, in its individual capacity, It is a national banking association duly organized organized, validly ---------------------- existing and validly existing in good standing under the laws of the United States, . The eligibility requirements set forth in --------------------------------- Section 6.13 (a) - (c) are satisfied with respect to it. (b) It has full corporate power power, authority and authority legal right to carry on its business as now conductedexecute, has the corporate power deliver and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (assuming c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the authorization, execution banking and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms trust powers of the Owner Trustee Documents; or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery shall not violate any provision of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner Trustee; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association charter or by-laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than the Lien of the Trust Indenture) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers laws of the Owner Trustee, or (iii) shall not violate any judgment provision of, or order applicable constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Owner Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or binding other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on it;the Owner Trustee's performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement. (vd) no consentThe execution, approvaldelivery and performance by the Owner Trustee of this Agreement shall not require the authorization, order consent or authorization approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States Federal governmental authority or agency regulating the corporate trust powers activities of the Owner Trustee in its individual capacity is required for the execution Trustee. (e) This Agreement has been duly executed and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated delivered by the Owner Trustee Documents or any other Operative Document to which it will be a party or by which it will be boundand constitutes the legal, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken; (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution valid and delivery in its individual capacity or as Owner Trustee, as the case may be, of the Owner Trustee Documents above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in and (c) engaged in any activities unrelated to the Transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability binding agreement of the Owner Trustee, enforceable in accordance with its individual capacity or terms, except as Owner Trusteeenforceability may be limited by bankruptcy, as the case may beinsolvency, to perform its obligations under any of the Owner Trustee Documents; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale toreorganization, or solicited any offer to acquire any other similar laws affecting the enforcement of the same fromcreditors' rights in general and by general principles of equity, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that regardless of whether such enforceability is considered in arranging and proposing the financing contemplated hereby and agreed to herein by the Owner Trustee, Lessee has not acted as agent of the Owner Trustee) to offer directly a proceeding in equity or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lesseeat law.

Appears in 1 contract

Samples: Trust Agreement (Navistar Financial Retail Receivables Corporation)

Representations and Warranties of Owner Trustee. The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as follows: (i) the Owner Trustee, in its individual capacity, is a national banking association duly organized and validly existing in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of this Agreement, the Owner Trustee DocumentsTrust Indenture, the Equipment Notes, the Lease and each other Operative Document (other than the Trust Agreement) to which it is a party; (ii) the Owner Trustee in its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed and delivered this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacity, except as expressly provided therein, has duly authorized, executed and delivered (or, in the case of Owner Trustee Documents to be executed on the Delivery Date, will on the Delivery Date, execute and deliver) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant) this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be executed and delivered on the Delivery Date, upon execution and delivery will constitute) the legal, valid and binding obligations of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity; (iii) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Owner Trustee has duly authorized, and on the Closing Date shall have duly issued, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner TrusteeTrustee and will be entitled to the benefits and security afforded by the Trust Indenture in accordance with the terms of such Equipment Note and the Trust Indenture; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association or by-by- laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than as permitted under the Lien of the Trust IndentureOperative Documents) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers of the Owner Trustee, or any judgment or order applicable to or binding on it; (v) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state or local governmental authority or agency or any United States Federal governmental authority or agency regulating the trust powers of the Owner Trustee in its individual capacity is required for the execution and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions transactions contemplated hereby or by the Owner Trustee Documents Trust Agreement, the Participation Agreement, the Trust Indenture, the Lease or the Equipment Notes, or any other Operative Document to which it is or will be a party or by which it is or will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or takentaken or which is described in Section 7(s)(iv); (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee, as lessor under the Lease; (viii) there are no Taxes payable by the Owner Trustee, either in its individual capacity or as Owner Trustee, imposed by the State of Utah or any political subdivision thereof in connection with the issuance of the Equipment Notes, or the execution and delivery in its individual capacity or as Owner Trustee, as the case may be, of any of the Owner Trustee Documents instruments referred to in clauses (i), (ii), (iii) and (iv) above, that, in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under the Operative Documents in in, and (c) engaged in any activities unrelated to the Transactions transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documentsinstruments referred to in clauses (i), (ii), (iii) and (iv) above; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing refinancing contemplated hereby and agreed to herein by the Owner Trustee, the Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lessee.

Appears in 1 contract

Samples: Participation Agreement (Us Airways Inc)

Representations and Warranties of Owner Trustee. (a) The Owner Trustee, in its individual capacity (except as provided in clauses (iii) and (vii) below) and (but only as provided in clauses (iii) and (vii) and, to the extent that it relates to the Owner Trustee, clauses (ii), (ix) and (xi) below) as Owner Trustee, Trustee represents and warrants to Lessee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider and the Owner Participant as followsthat: (i) the Owner TrusteeTrustee is duly organized, in its individual capacity, is a national banking association duly organized and validly existing and in good standing under the laws of the United States, has full corporate power and authority to carry on its business as now conducted, has the corporate power and authority to execute and deliver the Trust Agreement, has the corporate power and authority to carry out the terms jurisdiction of the Trust Agreement, and has (assuming the authorization, execution and delivery of the Trust Agreement by the Owner Participant), as Owner Trustee, and to the extent expressly provided herein incorporation or therein, in its individual capacity, the corporate power and authority to execute and deliver and to carry out the terms of the Owner Trustee Documentsassociation; (ii) the Owner Trustee in has full power, authority and right to execute, deliver and perform its trust capacity and, to the extent expressly provided herein, in its individual capacity, has duly authorized, executed duties and delivered obligations under this Agreement, in its individual capacity, has duly authorized, executed and delivered the Trust Agreement and in its trust capacitythe Certificates and has taken all necessary action to authorize the execution, except as expressly provided therein, has duly authorized, executed delivery and delivered performance by it (or, in with respect to the case Certificates, by it and an authenticating agent on its behalf, if applicable) of Owner Trustee Documents to be executed on this Agreement and the Delivery Date, will on the Delivery Date, execute and deliverCertificates; (iii) the other Owner Trustee Documents and (assuming the due authorization, execution and delivery of this Agreement and the Trust Agreement Certificates by the Owner ParticipantTrustee and its performance of the compliance with the terms of this Agreement, and the Certificates will not violate the Owner Trustee's articles of incorporation, association or other constitutive documents or By-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Owner Trustee is a party or which may be applicable to the Owner Trustee or any of its assets; (iv) as of the Closing Date, each of this Agreement and each of the other Owner Trustee Documents constitutes (or, in the case of documents to be Certificates have been duly executed and delivered by the Owner Trustee (and, with respect to the Certificates, by an authenticating agent on the Delivery Dateits behalf, upon execution if applicable) and delivery will constitute) this Agreement constitutes the legal, valid and binding obligations obligation of the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, enforceable against it in its individual capacity or as Owner Trustee, as the case may be, in accordance with its terms, except as the same enforcement may be limited by the applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw); (iiiv) assuming the due authorizationOwner Trustee is not in violation, and the execution and delivery of this Agreement and the Trust Agreement Certificates by the Owner ParticipantTrustee and its performance and compliance with the respective terms of this Agreement and the Certificates will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Owner Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Owner Trustee or its properties or on the performance of its duties thereunder); (vi) there are no actions or proceedings against, or investigations of, the Owner Trustee has duly authorizedpending, and on the Closing Date shall have duly issuedor, executed and delivered to the Indenture Trustee for authentication, the Equipment Notes pursuant to the terms and provisions hereof and of the Trust Indenture, and each Equipment Note on the Closing Date will constitute the valid and binding obligation of the Owner Trustee; (iv) neither the execution and delivery by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any Owner Trustee Document, nor the consummation by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated thereby, nor the compliance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, with any of the terms and provisions thereof, (A) requires or will require any approval of its stockholders, or approval or consent of any trustees or holders of any indebtedness or obligations of it, or (B) violates or will violate its articles of association or by-laws, or contravenes or will contravene any provision of, or constitutes or will constitute a default under, or results or will result in any breach of, or results or will result in the creation of any Lien (other than the Lien of the Trust Indenture) upon its property under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sale contract, bank loan or credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or contravenes or will contravene any law, governmental rule or regulation of the United States of America or the State of Utah governing the trust powers knowledge of the Owner Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into this Agreement or to render the Certificates invalid, (B) seeking to prevent the issuance of the Certificates or the consummation of any judgment of the transactions contemplated hereunder or order applicable (C) that could reasonably be expected to prohibit or binding on it;materially and adversely affect the performance by the Owner Trustee of its obligations under, or the validity or enforceability of this Agreement or the Certificates; and (vvii) no consent, approval, authorization or order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any Utah state court or local governmental authority or agency or any United States Federal governmental authority or agency regulating the trust powers of the Owner Trustee in its individual capacity body is required for the execution execution, delivery and delivery of, or the carrying out by, the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of any of the Transactions contemplated performance by the Owner Trustee Documents of, or any other Operative Document to which it will be a party or by which it will be bound, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken; (vi) there exists no Lessor Lien attributable to the Owner Trustee, in its individual capacity; (vii) there exists no Lessor Lien attributable to the Owner Trustee; (viii) there are no Taxes payable compliance by the Owner TrusteeTrustee with, either in its individual capacity this Agreement or as Owner Trusteethe Certificates, imposed by the State of Utah or any political subdivision thereof in connection with the issuance for consummation of the Equipment Notestransactions contemplated herein, or the execution except for such consents, approvals, authorizations and delivery in its individual capacity or as Owner Trusteeorders, if any, as have been obtained prior to the case may be, Closing Date. (b) Within 30 days of the earlier of discovery by the Owner Trustee Documents above, that, or receipt by the Owner Trustee of notice from the Depositor or any Certificateholder of a breach of any representation or warranty of the OwnerTrustee set forth in each case, would not have been imposed if the Trust Estate were not located in the State of Utah and First Security Bank, National Association had not paragraph (a) had its principal place of business in, (b) performed (in its individual capacity or as Owner Trustee) any or all of its duties under above that materially and adversely affects the Operative Documents in and (c) engaged in any activities unrelated to the Transactions contemplated by the Operative Documents in, the State of Utah; (ix) there are no pending or, to its knowledge, threatened actions or proceedings against the Owner Trustee, either in its individual capacity or as Owner Trustee, before any court or administrative agency or arbitrator which, if determined adversely to it, would materially adversely affect the ability interests of the Owner TrusteeCertificateholders, in its individual capacity or as Owner Trustee, as the case may be, to perform its obligations under any of the Owner Trustee Documents; (x) both its chief executive office, and the place where its records concerning the Aircraft and all its interests in, to and under all documents relating to the Trust Estate, are located in Salt Lake City, Utah; (xi) the Owner Trustee has not, in its individual capacity or as Owner Trustee, directly or indirectly offered any Equipment Note or Pass Through Certificate or any interest in or to the Trust Estate, the Trust Agreement or any similar interest for sale to, or solicited any offer to acquire any of the same from, anyone other than the Pass Through Trustee and the Owner Participant; and the Owner Trustee has not authorized anyone to act on its behalf (it being understood that in arranging and proposing the financing contemplated hereby and agreed to herein by the Owner Trustee, Lessee has not acted as agent of the Owner Trustee) to offer directly or indirectly any Equipment Note, any Pass Through Certificate or any interest in and to the Trust Estate, the Trust Agreement or any similar interest for sale to, or to solicit any offer to acquire any of the same from, any Person; (xii) it is a Citizen of the United States (without making use of a voting trust agreement, voting powers agreement or similar arrangements); (xiii) there has not occurred any event which constitutes (or, to the best of its knowledge would, with the passing 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 Trustee, in its individual capacity, and which is presently continuing; and (xiv) on the Delivery Date the Owner Trustee shall have received whatever title to the Aircraft as was conveyed to it by Lesseepromptly cure such breach in all material respects.

Appears in 1 contract

Samples: Trust Agreement (Ace Securities Corp)

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