Representations and Warranties of American. American represents and warrants that: (a) (i) it is an "air carrier" within the meaning of the Transportation Code operating under certificates issued pursuant to such Code (49 U.S.C. ss.ss.41101-41112), and (ii) its exact legal name (as such terms is defined in the Uniform Commercial Code), type of organization, jurisdiction of organization or organizational identification number are correctly set forth on Schedule 2; (b) it holds title to all the Aircraft, free and clear of all Liens except the Lien of this Security Agreement and Permitted Liens; (c) the execution, delivery and performance by American of this Security Agreement have been duly authorized by all necessary corporate action on the part of American, do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of American, except such as have been duly obtained and are in full force and effect, and do not and will not contravene any current law, governmental rule, regulation, judgment or order binding on American or the Certificate of Incorporation or By-Laws of American or contravene or result in a breach of, or constitute a default under, or result in the creation of any Lien upon the property of American under, any indenture, mortgage, contract or other agreement to which American is a party or by which it or its properties may be bound or affected; (d) neither the execution and delivery by American of this Security Agreement, nor the performance of its obligations hereunder, nor the consummation by American of any of the transactions contemplated hereby, requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of, the Department of Transportation, the FAA, or any other Federal, state or foreign governmental authority having jurisdiction, except for (i) the filings referred to in Section 4.01(f) and (ii) the filing of Uniform Commercial Code financing statements with respect to the Cash Collateral Account; (e) this Security Agreement has been duly executed and delivered by American and constitutes a legal, valid and binding obligation of American enforceable against American in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except as limited by applicable laws which may affect the remedies provided in this Security Agreement, which laws, however, do not make the remedies provided in this Security Agreement inadequate for the practical realization of the rights and benefits intended to be provided thereby; and (f) except for the filing for recordation pursuant to the Transportation Code of this Security Agreement (with the Security Agreement Supplement covering the American Airlines - Aircraft Security Agreement Aircraft attached), no further filing or recording of any document (including, without limitation, any financing statement in respect thereof under Article 9 of the Uniform Commercial Code of any applicable jurisdiction) is necessary or advisable under the laws of the United States of America or any State thereof as of the date hereof in order to establish, perfect and protect the security interest in the Aircraft created under this Security Agreement in favor of the Agent as against American and any third parties in any applicable jurisdiction in the United States, other than with respect to such portion, if any, of the Aircraft as may not be covered by the recording system established by the FAA under the Transportation Code, the filing of a financing statement in respect of such security interest under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the filing of continuation statements with respect thereto under such Uniform Commercial Code.
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Sources: Credit Agreement (Amr Corp)
Representations and Warranties of American. American represents and warrants thatthat as of the date of this Agreement and as of the Commencement Time:
(a) (i) it American is an "air carrier" within a corporation duly incorporated and validly existing in good standing under the meaning laws of the Transportation Code operating State of Delaware, is a Certificated Air Carrier, has the corporate power and authority to own or hold under certificates issued pursuant lease its properties and to such Code enter into and perform its obligations under this Agreement and is duly qualified to do business as a foreign corporation in good standing in each state in which it has intrastate routes or has a principal office or a major overhaul facility (49 U.S.C. ss.ss.41101-41112other than failures to so qualify that would not have a material adverse effect on the consolidated financial condition of American and its subsidiaries, considered as a whole), and (ii) its exact legal name (as such terms is defined in the Uniform Commercial Code), type of organization, jurisdiction of organization or organizational identification number are correctly set forth on Schedule 2;
(b) it holds title to all the Aircraft, free and clear of all Liens except the Lien of this Security Agreement and Permitted Liens;
(c) the execution, delivery and performance by American of this Security Agreement have been duly authorized by all necessary corporate action on the part of American, do not require any stockholder approval, approval or approval or consent of any trustee or holder of any indebtedness or obligations of American, except such as have been duly obtained and are in full force and effect, and do not and will not contravene contravene, conflict with any current law, governmental rule, regulation, judgment or order binding on American or the Certificate of Incorporation or By-Laws of American or contravene or result in a breach of, or constitute a default under, or result in the creation of any Lien upon the property of American under, any indenture, mortgage, contract or other agreement to which American is a party or by which it or any of its properties may be are bound or affected, PROVIDED that American makes no representation or warranty with respect to compliance with or absence of conflicts with, any of the TWA Lease Documents, any requirement of the U.S. Bankruptcy Code with respect to TWA or any judgment or order entered in connection with the bankruptcy proceedings involving TWA;
(dc) neither the execution and delivery by American of this Security Agreement, nor the performance of its obligations hereunder, nor the consummation by American of any of the transactions contemplated hereby, requires the consent or approval of, the giving of notice to, or the registration with, with or the taking of any other action in respect of, of the Department of Transportation, the FAA, FAA or any other Federal, state or foreign governmental authority having jurisdictionor agency, except for (iI) the filings referred to in Section 4.01(f) such consents, approvals, notices, representations and actions as have already been obtained, given, made or completed, and (iiII) any other consent, approval, notice, registration or action that may be required under the filing of Uniform Commercial Code financing statements TWA Lease Documents, or in connection with respect to the Cash Collateral Account;bankruptcy proceedings involving TWA; and
(ed) this Security Agreement has been duly executed and delivered by American and constitutes a the legal, valid and binding obligation of American enforceable against American in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except as limited by applicable laws which may affect the remedies provided in this Security Agreement, which laws, however, do not make the remedies provided in this Security Agreement inadequate for the practical realization of the rights and benefits intended to be provided thereby; and
(f) except for the filing for recordation pursuant to the Transportation Code of this Security Agreement (with the Security Agreement Supplement covering the American Airlines - Aircraft Security Agreement Aircraft attached), no further filing or recording of any document (including, without limitation, any financing statement in respect thereof under Article 9 of the Uniform Commercial Code of any applicable jurisdiction) is necessary or advisable under the laws of the United States of America or any State thereof as of the date hereof in order to establish, perfect and protect the security interest in the Aircraft created under this Security Agreement in favor of the Agent as against American and any third parties in any applicable jurisdiction in the United States, other than with respect to such portion, if any, of the Aircraft as may not be covered by the recording system established by the FAA under the Transportation Code, the filing of a financing statement in respect of such security interest under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the filing of continuation statements with respect thereto under such Uniform Commercial Codeequity.
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