Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. As of the date hereof, Debtor represents, warrants and covenants that: (a) Debtor is situated in the “contracting state” (as defined in the Cape Town Convention) of the United States of America. (b) Debtor has good and valid rights in, or the power to transfer or dispose of the Senior Mortgaged Aircraft and title to, the Senior Mortgaged Aircraft. (c) Debtor is (or, to the extent that the Senior Mortgaged Aircraft is to be acquired hereafter, will be) and will remain the sole lawful, owner, in sole, open and notorious possession of the Senior Mortgaged Aircraft, which will all be and remain under U.S. civil registration. (d) Debtor owns all Senior Mortgaged Aircraft free of any Liens, other than Permitted Liens. (e) The description of the Senior Mortgaged Aircraft (including the make, model, serial number and registration number) set forth in Schedule 1 hereto is true correct and complete, subject to the periodic addition and removal of Senior Mortgaged Aircraft pursuant to Section 5. (f) Upon the filing and recordation of this Agreement with the FAA, any supplemental mortgage filed pursuant to Section 5(b), any UCC-1 financing statement filed in the State of Kansas, and the registrations of interests with the International Registry as applicable, Agent shall have a first priority perfected security interest in the Senior Mortgaged Aircraft identified in Schedule 1 as amended from time to time in accordance with Section 5, subject only to any Permitted Liens. Debtor further represents and warrants that, except for the registration of the Senior Mortgaged Aircraft and the filing of record of this Agreement with the FAA pursuant to Title 49 of the United States Code, entitled “Transportation,” and the Federal Aviation Regulations promulgated thereunder (collectively, the “Transportation Code”), and except for the filing of a UCC-1 financing statement in the State of Kansas and the registrations of interests with the International Registry as applicable with respect to the Senior Mortgaged Aircraft, no further action is necessary in order to perfect in favor of Agent a security interest in the Senior Mortgaged Aircraft against any third party under the applicable laws of any jurisdiction within the United States and as against any third party in a “contracting state” under the Cape Town Convention, subject only to any Permitted Liens. (g) Debtor is a “transacting user entity” for purposes of the International Registry, has identified an “administrator”, has appointed a “professional user entity” reasonably satisfactory to Agent and has paid all required fees and taken all other actions necessary to enable Agent to register any International Interest or other interest necessary or advisable to perfect or protect the Agent’s interests created hereby with the International Registry.