Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows: (i) the Pass Through Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents and to perform its obligations under the Pass Through Documents; (ii) each of the Pass Through Documents have been duly authorized, executed and delivered by the Pass Through Trustee; each of the Pass Through Documents constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound; (iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through Documents, nor the consummation by the Pass Through Trustee of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers; (v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents (other than franchise or other Taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof; (vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under any Pass Through Document; (vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through Document; and (viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 3 contracts
Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Trust Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 2 contracts
Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee hereby represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as followsthat:
(i) the Pass Through Trustee is a national banking association duly organized, validly existing existing, and in good standing under the laws of North Carolina;
(ii) the United States and Pass Through Trustee has the full corporate power, authority and legal right under to execute, deliver, and perform this Agreement and the laws Note Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement;
(iii) the execution, delivery and performance by the Pass Through Trustee of this Agreement and the Note Documents to which it is a party (a) will not violate any provision of any law of the State United States, New York or the Pass Through Trustee's jurisdiction of Connecticut incorporation or regulation governing the banking and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents and Trustee or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to perform its obligations under the Pass Through Documents;
Trustee or any of its assets, (iib) each will not violate any provision of the articles of association or by-laws of the Pass Through Documents Trustee, or (c) will not violate any provision of, or 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 Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Pass Through Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;
(iv) the execution, delivery and performance by the Pass Through Trustee of this Agreement and any Note Document to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United States, New York or the Pass Through Trustee's jurisdiction of incorporation regulating the banking and corporate trust activities of the Pass Through Trustee; and
(v) this Agreement and each Note Document to which it is a party has been duly authorized, executed and delivered by the Pass Through Trustee; each of the Pass Through Documents constitute Trustee and constitutes the legal, valid and binding obligations agreements of the Pass Through Trustee Trustee, enforceable against it in accordance with their respective terms, except as the same provided that enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by (ii) general principles of equity, whether considered in a proceeding at law or in equity;
(iii) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through Documents, nor the consummation by the Pass Through Trustee of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents (other than franchise or other Taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under any Pass Through Document;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through Document; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Royal Ahold), Pass Through Trust Agreement (Royal Ahold)
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 2 contracts
Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to LesseeOwner, the Indenture Trustee, Trustee and the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States States, and has the full corporate power, authority and legal right under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or LesseeOwner.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee hereby represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as followsthat:
(i) the Pass Through Trustee is a national banking association duly organizedassociation, validly existing and in good standing holding a valid certificate to conduct business as a national banking association with trust powers under the laws of the United States and of America;
(ii) the Pass Through Trustee has the full corporate power, authority and legal right under the laws of the State of Connecticut to execute, deliver, and perform this Pass Through Trust Agreement and the Participation Agreement and has taken all necessary action to authorize the execution, delivery, and performance by it of this Pass Through Trust Agreement and the Participation Agreement;
(iii) the execution, delivery and performance by the Pass Through Trustee of this Pass Through Trust Agreement and the Participation Agreement (a) will not violate any provision of any United States pertaining to its banking, or Illinois law or regulation governing the banking and trust and fiduciary powers to execute and deliver each of the Pass Through Documents and Trustee or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to perform its obligations under the Pass Through Documents;
Trustee or any of its xxxxxx, (iix) each xxxl not violate any provision of the articles of association or by-laws of the Pass Through Documents Trustee, or (c) will not violate any provision of, or 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 Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Pass Through Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;
(iv) the execution, delivery and performance by the Pass Through Trustee of this Pass Through Trust Agreement and the Participation Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or Illinois governmental authority or agency regulating the banking and corporate trust activities of the Pass Through Trustee, other than any such authorization, consent or approval as has been duly obtained or given and is in full force and effect; and
(v) this Pass Through Trust Agreement and the Participation Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; each Trustee and constitute the legal, valid, and binding agreements of the Pass Through Documents constitute the legalTrustee, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective terms, except as the same provided that enforceability may be limited by (x) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by (y) general principles of equity, whether considered in a proceeding at law or in equity;
(iii) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through Documents, nor the consummation by the Pass Through Trustee of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents (other than franchise or other Taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under any Pass Through Document;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through Document; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association state chartered trust company duly organized, validly existing and in good standing under the laws of the United States Commonwealth of Massachusetts, and has the full corporate power, authority and legal right under the laws of the State Commonwealth of Connecticut Massachusetts and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State Commonwealth of Connecticut Massachusetts or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut Massachusetts governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Trust Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee hereby represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as followsthat:
(i) the Pass Through Trustee is a national an Illinois banking association duly organized, corporation validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right holding a valid certificate to conduct business as an Illinois banking corporation with trust powers under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents and to perform its obligations under the Pass Through DocumentsIllinois;
(ii) each the Pass Through Trustee has full power, authority and legal right to execute, deliver, and perform this Pass Through Trust Agreement and the Participation Agreement and has taken all necessary action to authorize the execution, delivery, and performance by it of this Pass Through Trust Agreement and the Participation Agreement;
(iii) the execution, delivery and performance by the Pass Through Trustee of this Pass Through Trust Agreement and the Participation Agreement (a) will not violate any provision of any United States or Illinois law or regulation governing the banking and trust powers of the Pass Through Documents Trustee or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to the Pass Through Trustee or any of its assets, (b) will not violate any provision of the articles of association or by- laws of the Pass Through Trustee, or (c) will not violate any provision of, or 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 Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Pass Through Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;
(iv) the execution, delivery and performance by the Pass Through Trustee of this Pass Through Trust Agreement and the Participation Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or Illinois governmental authority or agency regulating the banking and corporate trust activities of the Pass Through Trustee, other than any such authorization, consent or approval as has been duly obtained or given and is in full force and effect; and
(v) this Pass Through Trust Agreement and the Participation Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; each Trustee and constitute the legal, valid, and binding agreements of the Pass Through Documents constitute the legalTrustee, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective terms, except as the same provided that enforceability may be limited by (x) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights of creditors generally and by (y) general principles of equity, whether considered in a proceeding at law or in equity;
(iii) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through Documents, nor the consummation by the Pass Through Trustee of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents (other than franchise or other Taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under any Pass Through Document;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through Document; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Trust Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 1 contract
Samples: Leased Aircraft Participation Agreement (Us Airways Inc)
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee hereby represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as followsthat:
(i) the Pass Through Trustee is a national an Illinois banking association duly organizedcorporation, validly existing and in good standing under holding a valid certificate to conduct business as an Illinois banking corporation with trust powers;
(ii) the laws of the United States and Pass Through Trustee has the full corporate power, authority and legal right under the laws of the State of Connecticut to execute, deliver, and perform this Pass Through Trust Agreement and the United States pertaining Participation Agreement and has taken all necessary action to its bankingauthorize the execution, trust delivery, and fiduciary powers to execute and deliver each performance by it of the this Pass Through Documents Trust Agreement and to perform its obligations under the Pass Through Documents;
(ii) each of the Pass Through Documents have been duly authorized, executed and delivered by the Pass Through Trustee; each of the Pass Through Documents constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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 equityParticipation Agreement;
(iii) none of the execution, delivery and performance by the Pass Through Trustee of this Pass Through Trust Agreement and the Participation Agreement (a) will not violate any provision of any United States or Illinois law or regulation governing the banking and trust powers of the Pass Through DocumentsTrustee or any order, the purchase by writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to the Pass Through Trustee or any of its assets, (b) will not violate any provision of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which of the Pass Through Trustee Trustee, or (c) will not violate any provision of, or 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 Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party party, which violation, default or by which it lien could reasonably be expected to have an adverse effect on the Pass Through Trustee's performance or any of ability to perform its properties may be boundduties hereunder or thereunder or on the transactions contemplated herein or therein;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through Documents, nor the consummation by the Pass Through Trustee of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Pass Through Trust Agreement and the Participation Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States or Illinois governmental authority or agency regulating the banking and corporate trust activities of the Pass Through Documents (Trustee, other than franchise any such authorization, consent or other Taxes based on approval as has been duly obtained or measured by any fees or compensation received given and is in full force and effect; and
(v) this Pass Through Trust Agreement and the Participation Agreement have been duly executed and delivered by the Pass Through Trustee for services rendered in connection with and constitute the transactions contemplated by any legal, valid, and binding agreements of the Pass Through Documents)Trustee, and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings enforceable against the Pass Through Trustee before any court, administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under any Pass Through Document;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through Document; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to LesseeOwner, the Indenture Trustee, the Subordination Agent, the each Liquidity Provider, Provider and the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States States, and has the full corporate power, authority and legal right under the laws of the State of Connecticut and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or LesseeOwner.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee represents and warrants to LesseeOwner, the Indenture Trustee, Trustee and the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as follows:
(i) the Pass Through Trustee is a national banking association state chartered trust company duly organized, validly existing and in good standing under the laws of the United States Commonwealth of Massachusetts, and has the full corporate power, authority and legal right under the laws of the State Commonwealth of Connecticut Massachusetts and the United States pertaining to its banking, trust and fiduciary powers to execute and deliver each of the Pass Through Documents Trust Agreements, the Intercreditor Agreement and this Agreement and to perform its obligations under the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement and this Agreement;
(ii) this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; this Agreement, each of the Pass Through Documents Trust Agreements and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Pass Through Trustee enforceable against it in accordance with their respective 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State Commonwealth of Connecticut Massachusetts or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through DocumentsTrust Agreements, the Intercreditor Agreement or this Agreement, nor the consummation by the Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut Massachusetts governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of this Agreement, any of the Pass Through Documents Trust Agreements or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and there are no Taxes payable by the Pass Through Trustee imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through DocumentsTrust Agreements), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, court or administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under this Agreement, the Intercreditor Agreement or any Pass Through DocumentTrust Agreement;
(vii) except for the issue and sale of the Pass Through Trust Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through DocumentTrust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or LesseeOwner.
Appears in 1 contract
Representations and Warranties of Pass Through Trustee. The Pass Through Trustee hereby represents and warrants to Lessee, the Indenture Trustee, the Subordination Agent, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner Trustee, in its capacity as such and in its individual capacity, as followsthat:
(i) the Pass Through Trustee is a national Delaware banking association corporation duly organized, validly existing existing, and in good standing under the laws of the United States and States;
(ii) the Pass Through Trustee has the full corporate power, authority and legal right under the laws of the State of Connecticut to execute, deliver, and the United States pertaining to its bankingperform this Trust Agreement and, trust and fiduciary powers to execute and deliver each on behalf of the Trust the Purchase Agreement and the Registration Rights Agreement and has taken all necessary action to authorize the execution, delivery, and performance by it of this Trust Agreement and, on behalf of the Trust, the Purchase Agreement and the Registration Rights Agreement;
(iii) the execution, delivery and performance by the Pass Through Trustee of this Trust Agreement, and on behalf of the Trust the Registration Rights Agreement and the Purchase Agreement (a) will not violate any provision of any United States or other law or regulation governing the banking and trust powers of the Pass Through Documents and Trustee or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to perform its obligations under the Pass Through Documents;
Trustee or any of its assets, (iib) each will not violate any provision of the articles of association or bylaws of the Pass Through Documents Trustee, or (c) will not violate any provision of, or 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 Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Pass Through Trustee's performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein;
(iv) the execution, delivery and performance by the Pass Through Trustee of this Trust Agreement, and on behalf of the Trust the Registration Rights Agreement and the Purchase Agreement will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any United States governmental authority or agency regulating the banking and corporate trust activities of the Pass Through Trustee (other than the filing of the Certificate of Trust with the Secretary of State, which certificate has been duly filed); and
(v) this Trust Agreement, and on behalf of the Trust the Registration Rights Agreement and the Purchase Agreement have been duly authorized, executed and delivered by the Pass Through Trustee; each of Trustee and the Pass Through Documents constitute the Trust Agreement constitutes a legal, valid valid, and binding obligations agreement of the Pass Through Trustee enforceable against it in accordance with their respective its terms, except as the same provided that enforceability 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) none of the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents, the purchase by the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, or the issuance of the Pass Through Certificates pursuant to the Pass Through Trust Agreements, contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Pass Through Trustee and does not contravene or result in any breach of, or constitute a default under, the Pass Through Trustee's articles of association or by-laws or any agreement or instrument to which the Pass Through Trustee is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee of any of the Pass Through Documents, nor the consummation by the Pass Through Trustee of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any Connecticut governmental authority or agency or any Federal governmental authority or agency regulating the Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Pass Through Trustee of any of the Pass Through Documents (other than franchise or other Taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and there are no Taxes payable by the Pass Through Trustee imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Pass Through Trustee for services rendered in connection with the transactions contemplated by any of the Pass Through Documents), and, assuming that the trusts created by the Pass Through Trust Agreements will not be taxable as corporations, but rather, each will be characterized either as a grantor trust under subpart E, Part I, of Subchapter J of the Code or as a partnership, such trusts will not be subject to any Taxes imposed by the State of Connecticut or any political subdivision thereof;
(vi) there are no pending or threatened actions or proceedings against the Pass Through Trustee before any court, administrative agency or arbitrator which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trustee to perform its obligations under any Pass Through Document;
(vii) except for the issue and sale of the Pass Through Certificates contemplated hereby, the Pass Through Trustee has not directly or indirectly offered any Equipment Note for sale to any Person or solicited any offer to acquire any Equipment Notes from any Person, nor has the Pass Through Trustee authorized anyone to act on its behalf to offer directly or indirectly any Equipment Note for sale to any Person, or to solicit any offer to acquire any Equipment Note from any Person; and the Pass Through Trustee is not in default under any Pass Through Document; and
(viii) the Pass Through Trustee is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.
Appears in 1 contract
