Common use of Representations and Warranties of the Security Trustee Clause in Contracts

Representations and Warranties of the Security Trustee. The Security Trustee represents and warrants on each Issuance Date as follows: (1) it is a bank duly organized and validly existing under the laws of the State of Utah, and it has all requisite power and authority to enter into and perform its obligations under this Agreement and each other Operative Document to which it is a party or will become a party and to carry out the transactions contemplated hereby and thereby; (2) neither the execution and delivery of this Agreement and each other Operative Document executed or to be executed by it, the performance of its obligations hereunder or thereunder, nor its consummation of the transactions contemplated hereby or thereby will conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Aircraft or any other part of the Collateral under the laws of the State of Utah or federal laws of the United States governing its banking or trust powers not related to the ownership, operation or maintenance of the Aircraft, its memorandum and articles of association or any indenture, charge, debenture, mortgage, deed or other instrument or agreement to which it is a party or by which it may be bound or to which any of its property or assets may be subject; (3) the execution, delivery and performance of this Agreement and each other Operative Document executed or to be executed by it have been duly authorized by all necessary corporate action of it. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each other Operative Document executed or to be executed by it constitutes, or upon execution and delivery will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms; (4) the execution and delivery by it of this Agreement and each other Operative Document executed or to be executed by it and the performance of its obligations hereunder and thereunder do not require any approval or consent of any stockholder, trustee or holder of any of its indebtedness or other obligations, other than such approvals or consents as have heretofore been obtained; and (5) there are no pending or, to its knowledge, threatened suits or proceedings against it or affecting it or its properties that, if determined adversely, would materially adversely affect its ability to perform its obligations under this Agreement and each other Operative Document executed or to be executed by it.

Representations and Warranties of the Security Trustee. The Security Trustee represents and warrants on each Issuance Drawing Date as follows: (1a) it is a bank duly corporation organized and validly existing under the laws of the State of Utah, and it has all requisite power and authority to enter into and perform its obligations under this Agreement and each other Operative Basic Document to which it is a party or will become a party and to carry out the transactions contemplated hereby and thereby; (2b) neither the execution and delivery of this Agreement and each other Operative Basic Document executed or to be executed by it, the performance of its obligations hereunder or thereunder, nor its consummation of the transactions contemplated hereby or thereby will conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Aircraft Equipment or any other part of the Collateral under the laws of the State of Utah or federal laws of the United States governing its banking or trust powers not related to the ownership, operation or maintenance of the AircraftUnits, its memorandum and articles of association or any indenture, charge, debenture, mortgage, deed or other instrument or agreement to which it is a party or by which it may be bound or to which any of its property or assets may be subject; (3c) the execution, delivery and performance of this Agreement and each other Operative Basic Document executed or to be executed by it have been duly authorized by all necessary corporate action of it. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each other Operative Basic Document executed or to be executed by it constitutes, or upon execution and delivery will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms; (4d) the execution and delivery by it of this Agreement and each other Operative Basic Document executed or to be executed by it and the performance of its obligations hereunder and thereunder do not require any approval or consent of any stockholder, trustee or holder of any of its indebtedness or other obligations, other than such approvals or consents as have heretofore been obtained; and (5e) there are no pending or, to its knowledge, threatened suits or proceedings against it or affecting it or its properties that, if determined adversely, would materially adversely affect its ability to perform its obligations under this Agreement and each other Operative Basic Document executed or to be executed by it.

Representations and Warranties of the Security Trustee. The Security Trustee represents and warrants on each the Issuance Date as follows: (1) it is a bank duly organized and validly existing under the laws of the State of Utah, and it has all requisite power and authority to enter into and perform its obligations under this Agreement and each other Operative Document to which it is a party or will become a party and to carry out the transactions contemplated hereby and thereby; (2) neither the execution and delivery of this Agreement and each other Operative Document executed or to be executed by it, the performance of its obligations hereunder or thereunder, nor its consummation of the transactions contemplated hereby or thereby will conflict with or result in any breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the Aircraft or any other part of the Collateral under the laws of the State of Utah or federal laws of the United States governing its banking or trust powers not related to the ownership, operation or maintenance of the Aircraft, its memorandum and articles of association or any indenture, charge, debenture, mortgage, deed or other instrument or agreement to which it is a party or by which it may be bound or to which any of its property or assets may be subject; (3) the execution, delivery and performance of this Agreement and each other Operative Document executed or to be executed by it have been duly authorized by all necessary corporate action of it. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each other Operative Document executed or to be executed by it constitutes, or upon execution and delivery will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms; (4) the execution and delivery by it of this Agreement and each other Operative Document executed or to be executed by it and the performance of its obligations hereunder and thereunder do not require any approval or consent of any stockholder, trustee or holder of any of its indebtedness or other obligations, other than such approvals or consents as have heretofore been obtained; and (5) there are no pending or, to its knowledge, threatened suits or proceedings against it or affecting it or its properties that, if determined adversely, would materially adversely affect its ability to perform its obligations under this Agreement and each other Operative Document executed or to be executed by it.