Representations and Warranties of Subordination Agent. The Subordination Agent represents and warrants to Lessee, the Indenture Trustee, the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement; (ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound; (iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers; (v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities); (vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility; (vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Policy Provider Agreement or Liquidity Facility; and (viii) the Subordination Agent 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 Subordination Agent. The Subordination Agent represents and warrants to Lessee, the Indenture Trustee, the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-by- laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any [Policy Provider Agreement or or] Liquidity Facility; and;
(viii) the Subordination Agent is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee; and
(ix) [Certain Other Covenants of the Owner Participant and the Indenture Trustee. The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Participation Agreement), that on behalf of the Owner Trustee it will make available to the Indenture Trustee funds sufficient to pay the Indenture Trustee the amounts (the "Deferred Equity Amounts") set forth on the dates (the "Deferred Equity Dates") set forth in Schedule IV attached hereto; provided, that the Owner Participant shall not be obligated to make such funds available if an event specified in Section 14(e), (f) or (g) of the Lease which either does, or with the giving of notice or passage of time, or both, would constitute an Event of Default or Lease Event of Default shall have occurred and be continuing on the date on which such funds are to be made available. The Owner Participant and the Owner Trustee hereby direct the Indenture Trustee, and the Indenture Trustee hereby agrees, to apply any such payment of Deferred Equity Amounts to the payment of principal and interest on the Equipment Notes, as appropriate, which may be due and payable pursuant to the provisions of the Trust Indenture on such Deferred Equity Date. The Owner Participant agrees to make any such payment of Deferred Equity Amounts in immediately available funds on or before 11:00 a.m. New York City time, on the Deferred Equity Date. The Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the Deferred Equity Date if it has failed to make the payment of the Deferred Equity Amount due on such date. The Indenture Trustee agrees to give Lessee notice by 12:00 noon, New York City time, on the Deferred Equity Date if it has failed to receive the payment of the Deferred Equity Amount due on such date. In the event the Owner Participant fails to make such payment, Lessee shall make the Advance under Section 3(h) of the Lease and the Owner Participant shall cause Lessor to comply with all of its obligations under said Section 3(h). The Owner Participant agrees to repay the amount of any Advance made pursuant to Section 3(h) of the Lease forthwith following the making thereof together with interest at a rate per annum equal to the Base Rate plus 2% commencing on the date of such Advances to the date of repayment and agrees that its obligation shall be a full recourse obligation of the Owner Participant. All amounts paid to the Lessee by the Owner Participant in respect of an Advance or deducted by the Lessee pursuant to Section 3(h) of the Lease shall be applied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance.]
Appears in 2 contracts
Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Representations and Warranties of Subordination Agent. The Subordination Agent represents and warrants to LesseeOwner, the Indenture Trustee, Trustee and the Pass Through Trustee, the Liquidity Provider, the Policy Provider, the Owner Participant and the Owner TrusteeTrustees, in its capacity as such and in its individual capacity, the Liquidity Provider and the Policy Provider, as follows:
(i) the Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity FacilitiesFacilities or the Policy Provider Agreement), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity FacilitiesFacilities or the Policy Provider Agreement);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, any Liquidity Facility or the Policy Provider Agreement or any Liquidity FacilityAgreement;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Liquidity Facility or the Policy Provider Agreement or Liquidity FacilityAgreement; and
(viii) the Subordination Agent is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or LesseeOwner.
Appears in 2 contracts
Samples: Participation Agreement (Us Airways Inc), Owned Aircraft Participation Agreement (Us Airways Inc)
Representations and Warranties of Subordination Agent. The Subordination Agent represents and warrants to Lessee, the Indenture Trustee, the Pass Through Trustee, 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 Subordination Agent is a national banking organization, state chartered trust company duly organized, validly existing and in good standing under the laws of the United StatesCommonwealth 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State Commonwealth of Connecticut Massachusetts or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent 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 Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement Facilities or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Policy Provider Agreement or Liquidity Facility; and
(viii) the Subordination Agent 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 Subordination Agent. The Subordination Agent represents and warrants to Lessee, the Indenture Trustee, the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-by- laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any [Policy Provider Agreement or or] Liquidity Facility; and;
(viii) the Subordination Agent is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.; and
Appears in 1 contract
Representations and Warranties of Subordination Agent. The Subordination Agent represents and warrants to LesseeOwner, the Indenture Trustee, Trustee and the Pass Through Trustee, 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 Subordination Agent is a national banking organization, state chartered trust company duly organized, validly existing and in good standing under the laws of the United StatesCommonwealth 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State Commonwealth of Connecticut Massachusetts or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent 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 Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement Facilities or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State Commonwealth of Connecticut Massachusetts or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Policy Provider Agreement or Liquidity Facility; and
(viii) the Subordination Agent 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 Subordination Agent. The Subordination Agent represents and warrants to LesseeOwner, the Indenture Trustee, Trustee and the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Policy Provider Agreement or Liquidity Facility; and
(viii) the Subordination Agent 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 Subordination Agent. The Subordination Agent represents and warrants to Lessee, the Indenture Trustee, the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any [Policy Provider Agreement or or] Liquidity Facility; and;
(viii) the Subordination Agent is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee.; and
(ix) [Certain Other Covenants of the Owner Participant and the Indenture Trustee. The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Participation Agreement), that on behalf of the Owner Trustee it will make available to the Indenture Trustee funds sufficient to pay the Indenture Trustee the amounts (the "Deferred Equity Amounts") set forth on the dates (the "Deferred Equity Dates") set forth in Schedule IV attached hereto; provided, that the Owner Participant shall not be obligated to make such funds available if an event specified in Section 14(e), (f) or (g) of the Lease which either does, or with the giving of notice or passage of time, or both, would constitute an Event of Default or Lease Event of Default shall have occurred and be continuing on the date on which such funds are to be made available. The Owner Participant and the Owner Trustee hereby direct the Indenture Trustee, and the Indenture Trustee hereby agrees, to apply any such payment of Deferred Equity Amounts to the payment of principal and interest on the Equipment Notes, as appropriate, which may be due and payable pursuant to the provisions of the Trust Indenture on such Deferred Equity Date. The Owner Participant agrees to make any such payment of Deferred Equity Amounts in immediately available funds on or before 11:00 a.m. New York City time, on the Deferred Equity Date. The Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the Deferred Equity Date if it has failed to make the payment of the Deferred Equity Amount due on such date. The Indenture Trustee agrees to give Lessee notice by 12:00 noon, New York City time, on the Deferred Equity Date if it has failed to receive the payment of the Deferred Equity Amount due on such date. In the event the Owner Participant fails to make such payment, Lessee shall make the Advance under Section 3(h) of the Lease and the Owner Participant shall cause Lessor to comply with all of its obligations under said Section 3(h). The Owner Participant agrees to repay the amount of any Advance made pursuant to Section 3(h) of the Lease forthwith following the making thereof together with interest at a rate per annum equal to the Base Rate plus 2% commencing on the date of such Advances to the date of repayment and agrees that its obligation shall be a full recourse obligation of the Owner Participant. All amounts paid to the Lessee by the Owner Participant in respect of an Advance or deducted by the Lessee pursuant to Section 3(h) of the Lease shall be applied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance.](3)
Appears in 1 contract
Representations and Warranties of Subordination Agent. The Subordination Agent represents and warrants to Lessee, the Indenture Trustee, the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement Facilities or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Policy Provider Agreement or Liquidity Facility; and;
(viii) the Subordination Agent is not directly or indirectly controlling, controlled by or under common control with the Owner Participant, the Owner Trustee or Lessee; and
(ix) [Certain Other Covenants of the Owner Participant and the Indenture Trustee. The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Participation Agreement), that on behalf of the Owner Trustee it will make available to the Indenture Trustee funds sufficient to pay the Indenture Trustee the amounts (the "Deferred Equity Amounts") set forth on the dates (the "Deferred Equity Dates") set forth in Schedule IV attached hereto; provided, that the Owner Participant shall not be obligated to make such funds available if an event specified in Section 14(e), (f) or (g) of the Lease which either does, or with the giving of notice or passage of time, or both, would constitute an Event of Default or Lease Event of Default shall have occurred and be continuing on the date on which such funds are to be made available. The Owner Participant and the Owner Trustee hereby direct the Indenture Trustee, and the Indenture Trustee hereby agrees, to apply any such payment of Deferred Equity Amounts to the payment of principal and interest on the Equipment Notes, as appropriate, which may be due and payable pursuant to the provisions of the Trust Indenture on such Deferred Equity Date. The Owner Participant agrees to make any such payment of Deferred Equity Amounts in immediately available funds on or before 11:00 a.m. New York City time, on the Deferred Equity Date. The Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the Deferred Equity Date if it has failed to make the payment of the Deferred Equity Amount due on such date. The Indenture Trustee agrees to give Lessee notice by 12:00 noon, New York City time, on the Deferred Equity Date if it has failed to receive the payment of the Deferred Equity Amount due on such date. In the event the Owner Participant fails to make such payment, Lessee shall make the Advance under Section 3(g) of the Lease and the Owner Participant shall cause Lessor to comply with all of its obligations under said Section 3(g). The Owner Participant agrees to repay the amount of any Advance made pursuant to Section 3(g) of the Lease forthwith following the making thereof together with interest at a rate per annum equal to the Base Rate plus 2% commencing on the date of such Advances to the date of repayment and agrees that its obligation shall be a full recourse obligation of the Owner Participant. All amounts paid to the Lessee by the Owner Participant in respect of an Advance or deducted by the Lessee pursuant to Section 3(g) of the Lease shall be applied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance.] (3) ________________________
Appears in 1 contract
Samples: Leased Aircraft Participation Agreement (Us Airways Inc)
Representations and Warranties of Subordination Agent. The Subordination Agent represents and warrants to LesseeOwner, the Indenture Trustee, Trustee and the Pass Through Trustee, 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 Subordination Agent is a national banking organization, 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 this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement and to perform its obligations under this Agreement, the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement;
(ii) this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Liquidity Facilities, the Policy Provider Agreement Facilities and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Liquidity Facilities, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Liquidity Facilities, the Policy Provider Agreement Facilities or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Liquidity Facilities);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any Liquidity Facility;
(vii) the Subordination Agent 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 Subordination Agent 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 Subordination Agent is not in default under any Policy Provider Agreement or Liquidity Facility; and
(viii) the Subordination Agent 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 Subordination Agent. The Subordination Agent represents and warrants to LesseeOwner, the Indenture Trustee, the Class G Pass Through Trustee, the Class G 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 Subordination Agent is a national banking organization, 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 this Agreement, the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement and the Intercreditor Agreement and to perform its obligations under this Agreement, the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement and the Intercreditor Agreement;
(ii) this Agreement, each of the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement and the Intercreditor Agreement have been duly authorized, executed and delivered by the Subordination Agent; this Agreement, each of the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement and the Intercreditor Agreement constitute the legal, valid and binding obligations of the Subordination Agent 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 Subordination Agent of each of the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement contravenes any law, rule or regulation of the State of Connecticut or any United States governmental authority or agency regulating the Subordination Agent's banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene or result in any breach of, or constitute a default under, the Subordination Agent's articles of association or by-laws or any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination Agent of any of the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement, the Intercreditor Agreement or this Agreement nor the consummation by the Subordination Agent 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 Subordination Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement, any of the Class G Liquidity FacilitiesFacility, the Policy Provider Agreement or the Intercreditor Agreement (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Class G Liquidity FacilitiesFacility), and there are no Taxes payable by the Subordination Agent imposed by the State of Connecticut or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Series G Equipment Notes Note (other than franchise or other Taxes taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement, the Policy Provider Agreement or any of the Class G Liquidity FacilitiesFacility);
(vi) there are no pending or threatened actions or proceedings against the Subordination Agent 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 Subordination Agent to perform its obligations under this Agreement, the Intercreditor Agreement, the Policy Provider Agreement or any the Class G Liquidity Facility;
(vii) the Subordination Agent has not directly or indirectly offered any the Series G Equipment Note for sale to any Person or solicited any offer to acquire any the Series G Equipment Notes Note from any Person, nor has the Subordination Agent authorized anyone to act on its behalf to offer directly or indirectly any the Series G Equipment Note for sale to any Person, or to solicit any offer to acquire any the Series G Equipment Note from any Person; and the Subordination Agent is not in default under any the Policy Provider Agreement or the Class G Liquidity Facility; and
(viii) the Subordination Agent 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
