Common use of CONDITIONS PRECEDENT TO THE OBLIGATIONS OF LESSEE AND THE GUARANTOR Clause in Contracts

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF LESSEE AND THE GUARANTOR. It is agreed that (A) the obligations of Lessee to sell the Aircraft to the Owner Trustee and to accept delivery of the Aircraft under the Lease, and (B) the obligations of Lessee and the Guarantor to enter into the other Operative Documents, are all subject to the fulfillment to the satisfaction of Lessee and the Guarantor prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii), 4(a)(iii) and 4(a)(iv) hereof shall have been satisfied. (iii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee and the Guarantor) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee and the Guarantor, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Secured Certificates) shall have been delivered to Lessee or its special counsel and the Guarantor or its special counsel. (iv) Lessee and the Guarantor shall have received (A) each certificate referred to in Section 4(a)(vii) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxiv)(A), and (C)(1) an incumbency certificate of the Pass Through Trustee as to the person or persons authorized to execute and deliver this Agreement and any other documents to be executed on behalf of the Pass Through Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the articles of association and by-laws of the Pass Through Trustee, each certified by the Secretary or an Assistant Secretary of the Pass Through Trustee; and (3) such other documents and evidence with respect to the Pass Through Trustee as Lessee or its special counsel and the Guarantor or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all necessary action in connection therewith and compliance with the conditions herein set forth. (v) Lessee and the Guarantor shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), 4(a)(xvi), 4(a)(xxiv)(B) and 4(a)(xxv) in each case addressed to Lessee and the Guarantor and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counsel and the Guarantor and its special counsel. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for Lessee or the Guarantor to enter into any transaction contemplated by the Operative Documents. (viii) In the opinion of Lessee and its special counsel, there shall have been, since the date hereof, no amendment, modification, addition or change in or to the Internal Revenue Code of 1986, as amended through the date hereof, the regulations promulgated under the Code (including temporary regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative Documents. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF LESSEE AND THE GUARANTOR. It is agreed that (A) the obligations of Lessee to sell the Aircraft to the Owner Trustee and to accept delivery of the Aircraft under the Lease, and (B) the obligations of Lessee and the Guarantor to enter into the other Operative Documents, are all subject to the fulfillment to the satisfaction of Lessee and the Guarantor prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii), 4(a)(iii) and 4(a)(iv) hereof shall have been satisfied. (iii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee and the Guarantor) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee and the Guarantor, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Secured Certificates) shall have been delivered to Lessee or its special counsel and the Guarantor or its special counsel. (iv) Lessee and the Guarantor shall have received (A) each certificate referred to in Section 4(a)(vii) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxiv)(A), and (C)(1) an incumbency certificate of the Pass Through Trustee as to the person or persons authorized to execute and deliver this Agreement and any other documents to be executed on behalf of the Pass Through Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the articles of association and by-laws of the Pass Through Trustee, each certified by the Secretary or an Assistant Secretary of the Pass Through Trustee; and (3C) such other documents and evidence with respect to the Pass Through Trustee as Lessee or its special counsel and the Guarantor or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all necessary action corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Lessee and the Guarantor shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), 4(a)(xvi), 4(a)(xxiv)(B4(a)(xvii) and 4(a)(xxv4(a)(xxiv)(B) in each case addressed to Lessee and the Guarantor and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counsel and the Guarantor and its special counsel. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for Lessee or the Guarantor to enter into any transaction contemplated by the Operative Documents. (viii) In the opinion of Lessee and its special counsel, there shall have been, since the date hereof, no amendment, modification, addition or change in or to the Internal Revenue Code of 1986, as amended through the date hereof, the regulations promulgated under the Code (including temporary regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative Documents. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF LESSEE AND THE GUARANTOR. It is agreed that (A) the obligations of Lessee to sell the Aircraft to the Owner Trustee and to accept delivery of the Aircraft under the Lease, and (B) the obligations of Lessee and the Guarantor to enter into the other Operative DocumentsDocuments on the Delivery Date, are all subject to the fulfillment to the satisfaction of Lessee and the Guarantor prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii5(a)(ii), 4(a)(iii5(a)(iii) and 4(a)(iv5(a)(iv) hereof shall have been satisfied. (iii) Those documents described in Section 4(a)(v5(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee and the Guarantor) in the manner specified in Section 4(a)(v5(a)(v), shall each be satisfactory in form and substance to Lessee and the Guarantor, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Secured Certificates) shall have been delivered to Lessee or its special counsel and the Guarantor or its special counsel. (iv) Lessee and the Guarantor shall have received (A) each certificate referred to in Section 4(a)(vii5(a)(vii) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxiv)(A5(a)(xxiv)(A), and (C)(1) an incumbency certificate of the Pass Through Trustee as to the person or persons authorized to execute and deliver this Agreement and any other documents to be executed on behalf of the Pass Through Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons; (2) a copy of the articles of association and by-laws of the Pass Through Trustee, each certified by the Secretary or an Assistant Secretary of the Pass Through Trustee; and (3C) such other documents and evidence with respect to the Pass Through Trustee as Lessee or its special counsel and the Guarantor or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all necessary action corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Lessee and the Guarantor shall have received the opinions set forth in Sections 4(a)(xii5(a)(xii), 4(a)(xiii5(a)(xiii), 4(a)(xiv5(a)(xiv), 4(a)(xv5(a)(xv), 4(a)(xvi5(a)(xvi), 4(a)(xxiv)(B5(a)(xvii) and 4(a)(xxv5(a)(xxiv)(B) in each case addressed to Lessee and the Guarantor and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counsel and the Guarantor and its special counsel. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for Lessee or the Guarantor to enter into any transaction contemplated by the Operative Documents. (viii) In the opinion of Lessee and its special counsel, there shall have been, since the date hereof, no amendment, modification, addition or change in or to the Internal Revenue Code of 1986, as amended through the date hereof, the regulations promulgated under the Code (including temporary regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative Documents. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.