Common use of Conditions Precedent to the Obligations of Owner Clause in Contracts

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in the transactions contemplated hereby on the Delivery Date are all subject to the fulfillment to the satisfaction of Owner prior to 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) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) such other documents and evidence with respect to the Pass Through Trustees as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to Owner and dated the Delivery Date. (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 Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery Date. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in enter into the transactions contemplated hereby Operative Documents on the Delivery Date are all subject to the fulfillment to the satisfaction of Owner prior to 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) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) such other documents and evidence with respect to the Pass Through Trustees Trustee as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to Owner and dated the Delivery DateDate and in each case in scope and substance reasonably satisfactory to Owner 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 Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery DateDocuments. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.

Conditions Precedent to the Obligations of Owner. It is ------------------------------------------------ agreed that the obligations of Owner to participate in the transactions contemplated hereby on and to enter into the Delivery Date Operative Documents to which it is a party are all subject to the fulfillment to the satisfaction (or waiver) of Owner prior to or on the Delivery Closing Date of the following conditions precedent: (i) All appropriate action required to have been taken The representations and warranties of the Indenture Trustee, the Pass Through Trustees and the Subordination Agent contained in Section 6 hereof shall be true and accurate as of the Closing Date as though made on or prior and as of such date except to the Delivery Date extent that such representations and warranties relate solely to an earlier date (in connection with the transactions contemplated by this Agreement which event such representations and warranties shall have been taken true and accurate on and as of such earlier date) and Owner shall have received a certificate signed by the Federal Aviation AdministrationChairman of the Board, the President, any Vice President or any governmental Assistant Vice President or political agency, subdivision or instrumentality other authorized representative of the United StatesIndenture Trustee, the Pass Through Trustees and all ordersthe Subordination Agent, permitsrespectively, waiverscertifying as to the foregoing matters with respect to the Indenture Trustee, exemptionsthe Pass Through Trustees and the Subordination Agent, 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 Daterespectively. (ii) The conditions specified in Sections 4(a)(ii) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) such other documents and evidence with respect to the Pass Through Trustees as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to Owner and dated the Delivery Date. (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 Closing Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (viiiii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory authorities which which, in the opinion of Owner, would make it a violation of law or regulations or guidelines for Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery DateDocuments. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.

Conditions Precedent to the Obligations of Owner. It is agreed that the The obligations of Owner to participate in the transactions contemplated hereby on and to enter into the Delivery Date Operative Agreements to which it is a party are all subject to the fulfillment to the satisfaction (or waiver) of Owner prior to or on the Delivery Closing 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) shall have been satisfied. (iii) 3.2.1 Those documents described in Section 4(a)(iii) 3.1.3 shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Owner) in the manner specified in Section 4(a)(iii)3.1.3, shall each be satisfactory in form and substance to the Owner, shall be in full force and effect on the Delivery Closing Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to the Owner or its special counselcounsel for the Owner. (iv) 3.2.2 The Owner shall have received a copy of the organizational documents, by-laws and general authorizing resolutions of the boards of directors (Aor executive committees) or other satisfactory evidence of authorization of the Loan Trustee, the Pass Through Trustee and the Subordination Agent, certified as of the Closing Date by the Secretary or an Assistant Secretary of each certificate referred such party, respectively, that authorize the execution, delivery and performance by the Loan Trustee, the Pass Through Trustee and the Subordination 6 Insert for Encumbered Aircraft only. Agent, respectively, of all the Operative Agreements to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof)which each such person is a party, (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) together with such other documents and evidence with respect to the Loan Trustee, the Pass Through Trustees Trustee and the Subordination Agent as the Owner or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement and each other Operative Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forthforth herein. 3.2.3 A certificate signed by the Secretary or an Assistant Secretary of the Loan Trustee, the Pass Through Trustee and the Subordination Agent as to the Person or Persons authorized to execute and deliver this Agreement and any other Operative Agreement to be executed on behalf of such party in connection with the transactions contemplated hereby and as to the signature of such Person or Persons. 3.2.4 The representations and warranties of the Loan Trustee, the Pass Through Trustee and the Subordination Agent contained in Section 4.2 and each other Operative Agreement to which it is a party shall be true and correct in all material respects as of the Closing Date as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (v) in which event such representations and warranties shall have been true and correct in all material respects on and as of such earlier date). 3.2.5 The Owner shall have received the opinions set forth in Sections 4(a)(x)3.1.8, 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to the Owner and dated the Delivery DateClosing Date and otherwise in form and substance satisfactory to the Owner. (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) 3.2.6 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 Law that makes it a violation of law or regulations or guidelines Law for Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery Date. (viii) Owner shall have been paid by Owner, the Pass Through Trustees for Trustee, the issuance Loan Trustee or the Subordination Agent to execute, deliver and perform the Operative Agreements to which any of them is a party. 3.2.7 Each of the Equipment Notesconditions set forth in Section 3.1.6-3.

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in enter into the transactions contemplated hereby Operative Documents on the Delivery Date are all subject to the fulfillment to the satisfaction of Owner prior to 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) hereof shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) such other documents and evidence with respect to the Pass Through Trustees Trustee as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) ), and 4(a)(xxii) in each case addressed to Owner and dated the Delivery DateDate and in each case in scope and substance reasonably satisfactory to Owner 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 Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery DateDocuments. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in the transactions contemplated hereby on and to enter into the Delivery Date Operative Documents to which it is a party are all subject to the fulfillment to the satisfaction (or waiver) of Owner prior to or on the Delivery Closing Date of the conditions set forth in Section 3(b) of the Note Purchase Agreement and the following conditions precedent: (i) All appropriate action required to have been taken The representations and warranties of the Indenture Trustee, the Pass Through Trustees and the Subordination Agent contained in Section 6 hereof shall be true and accurate as of the Closing Date as though made on or prior and as of such date except to the Delivery Date extent that such representations and warranties relate solely to an earlier date (in connection with the transactions contemplated by this Agreement which event such representations and warranties shall have been taken true and accurate on and as of such earlier date) and Owner shall have received a certificate signed by the Federal Aviation AdministrationChairman of the Board, the President, any Vice President or any governmental Assistant Vice President or political agency, subdivision or instrumentality other authorized representative of the United StatesIndenture Trustee, the Pass Through Trustees and all ordersthe Subordination Agent, permitsrespectively, waiverscertifying as to the foregoing matters with respect to the Indenture Trustee, exemptionsthe Pass Through Trustees and the Subordination Agent, 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 Daterespectively. (ii) The conditions specified in Sections 4(a)(ii) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) such other documents and evidence with respect to the Pass Through Trustees as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to Owner and dated the Delivery Date. (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 Closing Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (viiiii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory authorities which which, in the opinion of Owner, would make it a violation of law or regulations or guidelines for Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery DateDocuments. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in the transactions contemplated hereby on and to enter into the Delivery Date Operative Documents to which it is a party are all subject to the fulfillment to the satisfaction (or waiver) of Owner prior to or on the Delivery Closing Date of the conditions set forth in Section 3(b) of the Note Purchase Agreement and the following conditions precedent: (i) All appropriate action required to have been taken The representations and warranties of the Indenture Trustee, the Pass Through Trustees and the Subordination Agent contained in Section 6 hereof shall be true and accurate as of the Closing Date as though made on or prior and as of such date except to the Delivery Date extent that such representations and warranties relate solely to an earlier date (in connection with the transactions contemplated by this Agreement which event such representations and warranties shall have been taken true and accurate on and as of such earlier date) and Owner shall have received a certificate signed by [Participation Agreement (2001-1 747-1)] the Federal Aviation AdministrationChairman of the Board, the President, any Vice President or any governmental Assistant Vice President or political agency, subdivision or instrumentality other authorized representative of the United StatesIndenture Trustee, the Pass Through Trustees and all ordersthe Subordination Agent, permitsrespectively, waiverscertifying as to the foregoing matters with respect to the Indenture Trustee, exemptionsthe Pass Through Trustees and the Subordination Agent, 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 Daterespectively. (ii) The conditions specified in Sections 4(a)(ii) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) such other documents and evidence with respect to the Pass Through Trustees as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to Owner and dated the Delivery Date. (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 Closing Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (viiiii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory authorities which which, in the opinion of Owner, would make it a violation of law or regulations or guidelines for Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery DateDocuments. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in the transactions contemplated hereby on the Delivery Date are all subject to the fulfillment to the satisfaction of Owner prior to 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) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Series G Equipment NotesNote) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), ) and (C) such other documents and evidence with respect to the Class G Pass Through Trustees Trustee as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) ), in each case addressed to Owner and dated the Delivery Date. (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 Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery Date. (viii) Owner shall have been paid by the Class G Pass Through Trustees Trustee for the issuance of the Series G Equipment NotesNote.

Conditions Precedent to the Obligations of Owner. It is agreed that the The obligations of Owner to participate in the transactions contemplated hereby on and to enter into the Delivery Date Operative Agreements to which it is a party are all subject to the fulfillment to the satisfaction (or waiver) of Owner prior to or on the Delivery Closing 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) shall have been satisfied. (iii) 3.2.1 Those documents described in Section 4(a)(iii) 3.1.3 shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Owner) in the manner specified in Section 4(a)(iii)3.1.3, shall each be satisfactory in form and substance to the Owner, shall be in full force and effect on the Delivery Closing Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to the Owner or its special counselcounsel for the Owner. 6 Insert for Encumbered Aircraft only. (iv) 3.2.2 The Owner shall have received a copy of the organizational documents, by-laws and general authorizing resolutions of the boards of directors (Aor executive committees) or other satisfactory evidence of authorization of the Mortgagee, the Pass Through Trustees and the Subordination Agent, certified as of the Closing Date by the Secretary or an Assistant Secretary of each certificate referred such party, respectively, that authorize the execution, delivery and performance by the Mortgagee, the Pass Through Trustees and the Subordination Agent, respectively, of all the Operative Agreements to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof)which each such person is a party, (B) the certificate referred to in Section 4(a)(xxi)(A), and (C) together with such other documents and evidence with respect to the Mortgagee, the Pass Through Trustees and the Subordination Agent as the Owner or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement and each other Operative Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forthforth herein. 3.2.3 A certificate signed by the Secretary or an Assistant Secretary of the Mortgagee, the Pass Through Trustees and the Subordination Agent as to the Person or Persons authorized to execute and deliver this Agreement and any other Operative Agreement to be executed on behalf of such party in connection with the transactions contemplated hereby and as to the signature of such Person or Persons. 3.2.4 The representations and warranties of the Mortgagee, the Pass Through Trustees and the Subordination Agent contained in Section 4.2 and each other Operative Agreement to which it is a party shall be true and correct in all material respects as of the Closing Date as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (v) in which event such representations and warranties shall have been true and correct in all material respects on and as of such earlier date). 3.2.5 The Owner shall have received the opinions set forth in Sections 4(a)(x)3.1.8, 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to the Owner and dated the Delivery DateClosing Date and otherwise in form and substance satisfactory to the Owner. (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) 3.2.6 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 Law that makes it a violation of law Law for the Owner, either Pass Through Trustee, the Mortgagee or regulations or guidelines for Owner the Subordination Agent to enter into any transaction contemplated by execute, deliver and perform the Operative Documents Agreements to be executed on or before the Delivery Datewhich any of them is a party. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance 3.2.7 Each of the Equipment Notesconditions set forth in Section 3.1.6-3.

Conditions Precedent to the Obligations of Owner. It is agreed that the obligations of Owner to participate in enter into the transactions contemplated hereby Operative Documents on the Delivery Date are all subject to the fulfillment to the satisfaction of Owner prior to 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) shall have been satisfied. (iii) Those documents described in Section 4(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Owner) in the manner specified in Section 4(a)(iii), shall each be satisfactory in form and substance to Owner, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Owner or its special counsel. (iv) Owner shall have received (A) each certificate referred to in Section 4(a)(v) (other than the certificate referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxi)(A), ) and (C) such other documents and evidence with respect to the Pass Through Trustees Trustee as Owner 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 corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Owner shall have received the opinions set forth in Sections 4(a)(x), 4(a)(xiii), 4(a)(xiv), 4(a)(xxi)(B) and 4(a)(xxii) in each case addressed to Owner and dated the Delivery Date. (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 Owner to enter into any transaction contemplated by the Operative Documents to be executed on or before the Delivery DateDocuments. (viii) Owner shall have been paid by the Pass Through Trustees for the issuance of the Equipment Notes.