Common use of Representations and Warranties of Lessor Clause in Contracts

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (ii) Lessor is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware; (iii) Lessor has full power and authority to carry on its business and to execute and deliver, and to perform all of its obligations under, each of the Lease Documents to which it is a party; (iv) each of the Lease Documents to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligations enforceable in accordance with their respective terms, and will not violate any provision of law applicable to Lessor or its articles of incorporation or by-laws; (v) neither the execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms and conditions thereof, will violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, any law, administrative regulation or court judgment or decree applicable to it or pursuant to which it was organized or any agreement or instrument to which it is a party or by which it or any of its property is bound.

Representations and Warranties of Lessor. As of the date hereof, Lessor hereby represents and warrants to Lessee thatas follows: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State of Delaware; (iiito the extent Lessor is required to be so by applicable Legal Requirements) Lessor and has full power power, authority and authority to carry on its business and legal right to execute and deliver, deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessor. (b) This Amendment has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity. (c) Lessor is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessor, and is not in default in the payment of any material taxes levied or assessed against Lessor or any of its obligations undermaterial assets, each and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Lease Documents to Leased Property or Lessor which it is a party;would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property. (ivd) each No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Amendment, or for the Lease Documents performance by or the validity or enforceability of this Amendment against Lessor. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligations enforceable in accordance with their respective terms, and will not violate any provision of law applicable to Lessor or its articles of incorporation or by-laws; (v) neither the execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms and conditions thereof, will violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, any law, administrative regulation or court judgment or decree applicable to it or pursuant to which it was organized or any agreement or instrument to which it is a party counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor. (f) Lessor is in compliance with the requirements of the Orders. Neither Lessor nor any of its property Affiliates (A) is boundlisted on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to for the benefit of Lessee thatand its assigns as of the time of execution of the MLA and each Schedule between Lessor and Lessee: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and shall remain an entity authorized and validly existing and in good standing under the laws of its state of organization which is authorized to do business in Oklahoma, and is not in default as to taxes owed to the State of DelawareOklahoma or any of its political subdivisions; (iiib) The MLA and each Schedule executed in conjunction to this MLA has been or will be, as applicable, duly authorized, executed and delivered by Lessor has full power and authority constitutes or will constitute, as applicable, a valid, legal and binding agreement of Lessor, enforceable with respect to carry on the obligations of Lessor herein or therein, as applicable, in accordance with its business terms and to execute and deliverreflects or will reflect, and to perform all of its obligations underas applicable, each the terms previously approved as part of the Lease Documents to which it is a partyContract; (ivc) each No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MLA or any Schedule, as applicable; (d) The entering into and performance of the Lease Documents to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligations enforceable in accordance with their respective terms, and MLA or any Schedule will not violate any provision of judgment, order, law or regulation applicable to Lessor or its articles of incorporation or by-laws; (v) neither the execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms and conditions thereof, will violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, or result in the creation of any lawlien, administrative regulation charge, security interest or court judgment or decree applicable to it or other encumbrance upon the assets of the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to which it was organized or any agreement or instrument to which it the Lessor is a party or by which it or its assets may be bound; (e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any of its property is boundSchedule, as applicable; and (f) Lessor represents and warrants that the person executing the MLA has been duly authorized to execute the MLA on ▇▇▇▇▇▇’s behalf.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and formed, validly existing and in good standing under the laws of the State of Delaware; (iiib) Lessor has full power corporate power, authority and authority legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliverdeliver this Lease Extension and Amendment Agreement, and to perform all of its obligations under, each of the Lease Documents to which it is a partyhereunder and thereunder; (ivc) each of the This Lease Documents to which Lessor is a party has Extension and Amendment Agreement have been duly authorized by all necessary action on the part of Lessorauthorized, and each of the Lease Documents to which it is a party, when duly executed and delivereddelivered by Lessor and constitute the legal, will constitute its legally valid and binding obligations of Lessor enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and will not violate any provision subject to principles of law applicable to Lessor or its articles of incorporation or by-lawsequity; (vd) neither the The execution and delivery by Lessor of each of the this Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms Extension and conditions thereof, Amendment Agreement will violate, not conflict with or result in any breach of any terms, conditions or provisions of, or constitute a any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, administrative regulation any term or court judgment provision of Lessor's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree applicable to it of any court, commission, board of Governmental Entity, or pursuant contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which it was organized or any agreement or instrument to which it Lessor is a party or by which it or any of its property is bound; (e) All consents or approvals required of Lessor by any Governmental Entity in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessor of the transactions contemplated hereby and thereby have been duly obtained or waived; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessor to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Head Lessor has given its consent to this Amendment and, to the extent necessary, the Head Lease has been amended accordingly.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and formed, validly existing existing, and in good standing under the laws of the State of Delaware; (iiib) Lessor has full power corporate power, authority and authority legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver, deliver this Agreement and Amendment Letter No. 3 and to perform all of its obligations underhereunder, each of the Lease Documents to which it is a partyand thereunder; (ivc) each of the Lease Documents to which Lessor is a party has This Agreement and Amendment Letter No. 3 have been duly authorized by all necessary action on the part of Lessorauthorized, and each of the Lease Documents to which it is a party, when duly executed and delivereddelivered by Lessor and constitute the legal, will constitute its legally valid and binding obligations of Lessor enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and will not violate any provision subject to principles of law applicable to Lessor or its articles of incorporation or by-lawsequity; (vd) neither the The execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms this Agreement and conditions thereof, Amendment Letter No. 3 will violate, not conflict with or result in any breach of any terms, conditions or provisions of, or constitute a any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, administrative regulation any term or court judgment provision of Lessor's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree applicable to it or pursuant any court, commission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which it was organized or any agreement or instrument to which it Lessor is a party or by which it or any of its property is bound; (e) All consents or approvals required of Lessor by any Governmental Entity or other Person in connection with the execution and delivery of this Agreement and Amendment Letter No. 3 and the consummation by Lessor of the transactions contemplated hereby and thereby have been duly obtained or waived; and (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessor to perform its obligations under this Agreement and Amendment Letter No. 3.

Representations and Warranties of Lessor. As of the Effective Date, Lessor hereby represents and warrants to Lessee thatas follows: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State of Delaware; (iiito the extent Lessor is required to be so by applicable Legal Requirements) Lessor and has full power power, authority and authority to carry on its business and legal right to execute and deliverdeliver this Amendment and to 5 perform and observe the provisions of this Amendment to be observed and/or performed by Lessor. (b) This Amendment has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity. (c) Lessor is solvent, has timely and accurately filed all tax returns and extensions required to perform all be filed by Lessor, and is not in default in the payment of any material taxes levied or assessed against Lessor or any of its obligations undermaterial assets, each and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Lease Documents to Leased Property or Lessor which it is a party;would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property. (ivd) each No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Amendment, or for the Lease Documents performance by or the validity or enforceability of this Amendment against Lessor. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligations enforceable in accordance with their respective terms, and will not violate any provision of law applicable to Lessor or its articles of incorporation or by-laws; (v) neither the execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms and conditions thereof, will violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, any law, administrative regulation or court judgment or decree applicable to it or pursuant to which it was organized or any agreement or instrument to which it is a party counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor. (f) Lessor is in compliance with the requirements of the Orders. Neither Lessor nor any of its property Affiliates (A) is boundlisted on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and formed, validly existing and in good standing under the laws of the State of Delaware; (iiib) Lessor has full power corporate power, authority and authority legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliverdeliver this Amendment and Amendment Letter No. 2, and to perform all of its obligations under, each of the Lease Documents to which it is a partyhereunder and thereunder; (ivc) each of the Lease Documents to which Lessor is a party has this Amendment and Amendment Letter No. 2 have been duly authorized by all necessary action on the part of Lessorauthorized, and each of the Lease Documents to which it is a party, when duly executed and delivereddelivered by Lessor and constitute the legal, will constitute its legally valid and binding obligations of Lessor enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and will not violate any provision subject to principles of law applicable to Lessor or its articles of incorporation or by-lawsequity; (vd) neither the The execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms this Amendment and conditions thereof, Amendment Letter No. 2 will violate, not conflict with or result in any breach of any terms, conditions or provisions of, or constitute a any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, administrative regulation any term or court judgment provision of or Lessor's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree applicable to it of any court, commission, board of Governmental Entity, or pursuant contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which it was organized or any agreement or instrument to which it Lessor is a party or by which it or any of its property is bound; (e) Any consents or approvals required of Lessor by any Governmental Entity in connection with the execution and delivery of this Amendment and Amendment Letter No. 2 and the consummation by Lessor of the transactions contemplated hereby and thereby have been duly obtained or waived; and (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessor to perform its obligations under this Amendment or Amendment Letter No.

Representations and Warranties of Lessor. As of the Effective Date, Lessor hereby represents and warrants to Lessee thatas follows: (ia) on perform and observe the Delivery Date Lessor shall have good title provisions of this Amendment to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising be observed and/or performed by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby;. (iib) This Amendment has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity. (c) Lessor is a corporation duly organized solvent, has timely and validly existing accurately filed all tax returns and extensions required to be filed by Lessor, and is not in good standing under default in the laws payment of any material taxes levied or assessed against Lessor or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the State of Delaware;Leased Property or Lessor which would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property. (iiid) Lessor has full power No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and authority to carry on its business and to execute and deliverdelivery of this Amendment, and to perform all or for the performance by or the validity or enforceability of its obligations under, each of the Lease Documents to which it is a party;this Amendment against Lessor. (ive) each The execution and delivery of this Amendment and compliance with the Lease Documents provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligations enforceable in accordance with their respective terms, and will not violate any provision of law applicable to Lessor or its articles of incorporation or by-laws; (v) neither the execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms and conditions thereof, will violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, any law, administrative regulation or court judgment or decree applicable to it or pursuant to which it was organized or any agreement or instrument to which it is a party counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor. (f) Lessor is in compliance with the requirements of the Orders. Neither Lessor nor any of its property Affiliates (A) is boundlisted on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that: (i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby; (iia) Lessor is a corporation duly organized and formed, validly existing and in good standing under the laws of the State of Delaware; (iiib) Lessor has full power corporate power, authority and authority legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliverdeliver this Amendment and Amendment Letter No. 1, and to perform all of its obligations under, each of the Lease Documents to which it is a partyhereunder and thereunder; (ivc) each of the Lease Documents to which Lessor is a party has this Amendment and Amendment Letter No. 1 have been duly authorized by all necessary action on the part of Lessorauthorized, and each of the Lease Documents to which it is a party, when duly executed and delivereddelivered by Lessor and constitute the legal, will constitute its legally valid and binding obligations of Lessor enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and will not violate any provision subject to principles of law applicable to Lessor or its articles of incorporation or by-lawsequity; (vd) neither the The execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms this Amendment and conditions thereof, Amendment Letter No. 1 will violate, not conflict with or result in any breach of any terms, conditions or provisions of, or constitute a any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, administrative regulation any term or court judgment provision of or Lessor's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree applicable to it of any court, commission, board of Governmental Entity, or pursuant contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which it was organized or any agreement or instrument to which it Lessor is a party or by which it or any of its property is bound; (e) Any consents or approvals required of Lessor by any Governmental Entity in connection with the execution and delivery of this Amendment and Amendment Letter No. 1 and the consummation by Lessor of the transactions contemplated hereby and thereby have been duly obtained or waived; and (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessor to perform its obligations under this Amendment or Amendment Letter No.