Grantors Representations Warranties and Covenants. Grantor represents, warrants and covenants to Lender, at all times while this Agreement is in effect, as follows: a. That Grantor, as owner trustee, is the registered owner of the Aircraft pursuant to a proper registration under either the Federal Aviation Act of 1958, as amended, or the equivalent law of the Grantor's domicile, that Grantor qualifies in all respects as a citizen of the United States as defined by the Act or is otherwise validly organized and duly qualified to own and register such ownership of the Aircraft pursuant to the applicable law of Grantor's domicile country, and that Grantor's citizenship shall not be changed; b. That Grantor is the lawful owner of the Collateral and holds good and marketable title to the Collateral, free and clear of all liens, mortgages, claims, or other rights or interests asserted or which may be asserted at any time by any other person in or relating to the Collateral (collectively, "Encumbrances") except the lien of this Agreement and the Lease and such interests, including leases, to which Lender has consented in writing; c. That Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender, has not received from or relied upon any representation by Lender about Borrower or ▇▇▇▇▇▇▇▇'s creditworthiness, executes this Agreement at Borrower's request and not at the request of ▇▇▇▇▇▇; d. That the Aircraft is eligible for recording of interests relating thereto with the International Registry established pursuant to the Cape Town Convention and the national aviation authority having jurisdiction in Grantor's domicile; e. That Grantor shall promptly consent or cause its agent to consent to the registration of the International Interest created hereby with the International Registry; f. That Grantor is and shall remain registered as a transacting user entity under the procedures of the International Registry with full rights and privileges to access the International Registry; g. That the national jurisdiction in which the Aircraft is registered shall not be changed without express written consent of Lender; h. That Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral; i That Grantor shall not grant, pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Encumbrance or charge, other than the security interest provided for in this Agreement and the Lease, without the prior written consent of Lender, including security interests even if junior in right to the security interests granted under this Agreement;
Appears in 1 contract
Grantors Representations Warranties and Covenants. Grantor represents, warrants and covenants to Lender, at all times while this Agreement is in effect, as follows:
a. That Grantor, as owner trustee, is the registered owner of the Aircraft pursuant to a proper registration under either the Federal Aviation Act of 1958, as amended, or the equivalent law of the Grantor's ’s domicile, that Grantor qualifies in all respects as a citizen of the United States as defined by the Act or is otherwise validly organized and duly qualified to own and register such ownership of the Aircraft pursuant to the applicable law of Grantor's ’s domicile country, and that Grantor's ’s citizenship shall not be changed;
b. That Grantor is the lawful owner of the Collateral and holds good and marketable title to the Collateral, free and clear of all liens, mortgages, claims, or other rights or interests asserted or which may be asserted at any time by any other person (other than the Borrower’s interest as assignee of the original trustor’s interest in the Trust) in or relating to the Collateral (collectively, "“Encumbrances"”) except the lien of this Agreement and the Lease and such interests, including leases, to which Lender has consented in writing;
c. That Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender, has not received from or relied upon any representation by Lender about Borrower or ▇▇▇▇▇▇▇▇'s Borrower’s creditworthiness, executes this Agreement at Borrower's ’s request and not at the request of ▇▇▇▇▇▇Lender;
d. That the Aircraft is eligible for recording of interests relating thereto with the International Registry established pursuant to the Cape Town Convention and the national aviation authority having jurisdiction in Grantor's domicile’s domicile (for example, and without limitation, the United States Federal Aviation Administration (“FAA”));
e. That Grantor shall promptly consent or cause its agent to consent to the registration of the International Interest created hereby with the International Registry;
f. That Grantor is and shall remain registered as a transacting user entity under the procedures of the International Registry with full rights and privileges to access the International Registry;
g. That the national jurisdiction in which the Aircraft is registered shall not be changed without express written consent of Lender;
h. That Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral; i ;
i. That Grantor shall not grant, pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Encumbrance or charge, other than the security interest provided for in this Agreement and the Lease, without the prior written consent of Lender, including security interests even if junior in right to the security interests granted under this Agreement;
j. That Grantor shall promptly pay when due all statements and charges of airport authorities, mechanics, laborers, materialmen, suppliers and others incurred in connection with the use, operation, storage, maintenance and repair of the Aircraft so that no Encumbrance may attach to or be filed against the Aircraft, and shall obtain, upon request by Lender, and in form and substance as may then be satisfactory to Lender, appropriate waivers and/or subordinations of any Encumbrances that may affect the Collateral at any time;
k. That unless waived by Lender all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and immediately delivered to Lender, and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition;
l. That Grantor shall not remove or permit the removal of any Engines or Equipment from the Aircraft other than as permitted by this Agreement and, when so permitted, shall only replace the same with comparable parts, engines, accessories, avionics and equipment in accordance with the provisions of Section 12 hereof; and
m. That Grantor shall defend Lender’s rights in the Collateral against any claims or demands of all other persons. This Agreement is binding upon Grantor and its successors and any permitted assigns and shall be legally enforceable in accordance with its terms. The foregoing representations and warranties, and all other representations and warranties contained in this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated, released or cancelled as provided herein. The Lessee shall not be a third party beneficiary of or entitled to enforce in its own name any provisions of this Security Agreement.
Appears in 1 contract