Common use of Lessee’s Conditions Precedent Clause in Contracts

Lessee’s Conditions Precedent. (a) Lessee’s obligation to lease the Aircraft from Lessor hereunder shall be subject to satisfaction of each of the following conditions precedent: (1) Lessee shall have (A) completed its inspection of the Aircraft (including the Aircraft Documents) pursuant to Section 3.7 hereof and (B) reasonably determined that the Aircraft complies with the Delivery Condition Requirements. (2) The Aircraft shall not have suffered a Total Loss prior to the Delivery. (3) The Aircraft shall be validly registered with the FAA in the name of Lessor (or shall be otherwise registered as approved by Lessor). (4) Lessor shall have executed and delivered the Lease Supplement. (5) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (6) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) obtained an authorization code from the FAA for the international interest created by this Agreement with respect to the Airframe and Engines by filing with the FAA an AC Form 8050-135, (b) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering such international interest with the International Registry and (c) irrevocably authorized and instructed Special FAA Counsel to register such interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessor shall be required to satisfy the provisions of this Section 2.2(a)(6) only to the extent required by Lessor’s Lender or as required by applicable Law. (7) Lessee and ABX shall have executed the Amended and Restated ATSA. (8) Lessee shall have received the Lessor Guaranty, in the form attached as Appendix J, as executed by Lessor Guarantor. Initials: ABX:__________ DHL:__________ (b) In the event Lessor fails to tender the Aircraft for Delivery within thirty (30) days after the Anticipated Delivery Date, Lessee (conditioned upon Lessee satisfying its conditions precedent under Section 2.1 hereof) shall have the right (but not the obligation) to terminate this Agreement. Should Lessee desire to exercise its termination right under this Section 2.2(b), Lessee shall provide written notice to Lessor of its election to terminate not later than ten (10) days after the earlier: of (i) the date on which Lessor provides notice to Lessee that the Delivery will occur more than thirty (30) days after the Anticipated Delivery Date; or (b) the thirtieth (30th) day after the Anticipated Delivery Date. Any failure by Lessee to provide such a notice of termination to Lessor by such date will be deemed a waiver of the termination right provided under this Section 2.2(b). Upon a termination occurring under this Section 2.2(b), Lessee shall be entitled to a refund of any Rent payments made pursuant to this Agreement, and this Agreement shall be of no further force or effect.

Lessee’s Conditions Precedent. (a) Lessee’s obligation to lease the Aircraft from Lessor hereunder shall be subject to satisfaction of each of the following conditions precedent: (1) Lessee shall have (A) completed its inspection of the Aircraft (including the Aircraft Documents) pursuant to Section 3.7 hereof and (B) reasonably determined that the Aircraft complies with the Delivery Condition Requirements. (2) The Aircraft shall not have suffered a Total Loss prior to the Delivery. (3) The Aircraft shall be validly registered with the FAA in the name of Lessor (or shall be otherwise registered as approved by Lessor). (4) Lessor shall have executed and delivered the Lease Supplement. (5) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority.. MSN Initials: ABX: DHL: (6) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) obtained an authorization code from the FAA for the international interest created by this Agreement with respect to the Airframe and Engines by filing with the FAA an AC Form 8050-135, (b) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering such international interest with the International Registry and (c) irrevocably authorized and instructed Special FAA Counsel to register such interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessor shall be required to satisfy the provisions of this Section 2.2(a)(6) only to the extent required by Lessor’s Lender or as required by applicable Law. (7) IAI shall have completed the IAI PTF Cargo Conversion and shall have re-delivered the Aircraft to Lessor upon such completion, and the Aircraft shall be ready for revenue service. (8) Lessee and ABX shall have executed the Amended and Restated ATSAABX Air Transportation Services Agreement. (8) 9) Lessee and ABX shall have executed the ACMI Termination Agreement. (10) Lessee shall have received the Lessor Guaranty, in the form attached as Appendix J, as executed by Lessor Guarantor. Initials: ABX:__________ DHL:__________. (b) In the event Lessor fails to tender the Aircraft for Delivery within thirty (30) days after the Anticipated Delivery Date, Lessee (conditioned upon Lessee satisfying its conditions precedent under Section 2.1 hereof) shall have the right (but not the obligation) to terminate this Agreement. Should Lessee desire to exercise its termination right under this Section 2.2(b), Lessee shall provide written notice to Lessor of its election to terminate not later than ten (10) days after the earlier: of (i) the date on which Lessor provides notice to Lessee that the Delivery will occur more than thirty (30) days after the Anticipated Delivery Date; or (b) the thirtieth (30th) day after the Anticipated Delivery Date. Any failure by Lessee to provide such a notice of termination to Lessor by such date will be deemed a waiver of the termination right provided under this Section 2.2(b). Upon a termination occurring under this Section 2.2(b), Lessee shall be entitled to a refund of any Rent payments made pursuant to this Agreement, and this Agreement shall be of no further force or effect.. MSN Initials: ABX: DHL:

Lessee’s Conditions Precedent. (a) 2.2.1. Lessee’s 's obligation to lease the Aircraft from Lessor hereunder shall will be subject to satisfaction of each of the following conditions precedent:precedent (or waiver by Lessee): (1a) Lessee shall will have (A) completed its inspection of executed and delivered the Aircraft (including the Aircraft Documents) Technical Acceptance Certificate to Lessor pursuant to Section 3.7 hereof and (B) reasonably determined that the Aircraft complies with the Delivery Condition Requirements3.8. (2b) No loss or destruction to the Aircraft will have occurred since Lessee delivered the executed Technical Acceptance Certificate to Lessor pursuant to Section 3.8. (c) The Aircraft shall not have suffered a Total Loss prior to the Delivery. (3) The Aircraft shall will be validly registered with the FAA Aviation Authority in the name of Lessor (or shall be otherwise registered such other party as approved required by Lessorthe Aviation Authority). (4d) A Lessor Event of Default will not have occurred and be continuing under any of the Other Lease Agreements (as defined by the Other Lease Agreement). (e) Lessor shall will have executed and delivered the Lease Supplement. (5f) Assuming that the Aircraft is registered in the United States, Lessor shall have will have: (ai) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement Supplement; and (bii) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA (excluding the financial terms which will be “intentionally left blank for FAA filing purposes”) for recordation upon satisfaction of the conditions precedent set forth in Section 2.1 hereof2.1. If the Aircraft is not registered in the United States, Lessor shall will have taken all required steps to file or register this Agreement with the applicable Aviation AuthorityAuthority (excluding the financial terms to the extent permitted by Law). (6g) Assuming that the Aircraft is registered in the United States, Lessor shall have will have: (ai) obtained an authorization code from the FAA for the international interest created by this Agreement with respect to the Airframe and Engines by filing with the FAA an AC Form 8050-135, ; (bii) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering such international interest with the International Registry Registry; and (ciii) irrevocably authorized and instructed Special FAA Counsel to register such interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.1 hereof2.1. If the Aircraft is not registered in the United States, Lessor nevertheless shall will have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessor shall be required to satisfy the provisions of this Section 2.2(a)(6) only Registry to the extent requested by Lessee or required by Lessor’s Lender or as required by applicable Law. (7h) Lessee and ABX shall have executed the Amended and Restated ATSA. (8) Lessee shall will have received the Lessor Guaranty, in the form attached as Appendix J, Guaranty as executed by Lessor Guarantor. 2.2.2. Initials: ABX:__________ DHL:__________ (b) In the event Lessor fails to tender the Aircraft for Delivery within thirty (30) days [*] after the Anticipated Delivery Date, Lessee (conditioned upon Lessee satisfying its conditions precedent under Section 2.1 hereof) shall 2.1, except that Lessee will not be obligated to comply with Section 2.1.1(d)), will have the right (but not the obligation) ), in its sole discretion, to terminate this AgreementAgreement immediately, except that Lessee may not terminate this Agreement under this Section 2.2.2 if Lessor has provided written notice to Lessee that Lessor will tender the Aircraft for Delivery within [*] of such notice and Delivery does occur on or before the [*] thereafter. Should Lessee desire to exercise its termination right under this Section 2.2(b)2.2.2, Lessee shall will provide written notice to Lessor of its election to terminate not later than ten (10) days after this Agreement. Such termination will be effective immediately upon the earlier: delivery of (i) the date on which Lessor provides such notice to Lessee that the Delivery will occur more than thirty (30) days after the Anticipated Delivery Date; or (b) the thirtieth (30th) day after the Anticipated Delivery Date. Any failure by Lessee to provide such a notice of termination to Lessor by such date will be deemed a waiver of the termination right provided under this Section 2.2(b)Lessor. Upon a termination occurring under this Section 2.2(b)2.2.2, Lessee shall will be entitled to to: (a) a refund of any Rent all payments made pursuant to this Agreement; and (b) the cost of the Inspection and any additional amounts expended in connection with the Inspection, and this Agreement shall will be of no further force or effecteffect and neither Party will have any further obligation to the other with respect to the Aircraft. In the event that the Delivery is or will be delayed beyond the Anticipated Delivery Date, and if requested by Lessee, Lessor, through a Carrier, may provide, on the Anticipated Delivery Date, a substitute aircraft that is acceptable to Lessee in its sole discretion (a “Substitute Aircraft”). Any such Substitute Aircraft will be provided to Lessee (or one of its Affiliates) on an ACMI basis pursuant to the ATSA at no additional cost and with no additional obligations to Lessee beyond the amounts otherwise payable under this Lease and ATSA for the Aircraft. The provision of a Substitute Aircraft by Lessor and acceptance of such Substitute Aircraft by Lessee (or its Affiliate) will in no way affect Lessee’s termination right under this Section 2.2.2.

Lessee’s Conditions Precedent. (a) Lessee’s obligation to lease the Aircraft from Lessor hereunder shall be subject to satisfaction of each of the following conditions precedent: (1) Lessee shall have (A) completed its inspection of the Aircraft (including the Aircraft Documents) pursuant to Section 3.7 hereof and (B) reasonably determined that the Aircraft complies with the Delivery Condition Requirements.. AIRCRAFT LEASE AGREEMENT 8 MSN (2) The Aircraft shall not have suffered a Total Loss prior to the Delivery. (3) The Aircraft shall be validly registered with the FAA in the name of Lessor (or shall be otherwise registered as approved by Lessor). (4) Lessor shall have executed and delivered the Lease Supplement. (5) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (6) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) obtained an authorization code from the FAA for the international interest created by this Agreement with respect to the Airframe and Engines by filing with the FAA an AC Form 8050-135, (b) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering such international interest with the International Registry and (c) irrevocably authorized and instructed Special FAA Counsel to register such interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessor shall be required to satisfy the provisions of this Section 2.2(a)(6) only to the extent required by Lessor’s Lender or as required by applicable Law. (7) Lessee and ABX shall have executed the Amended and Restated ATSA. (8) Lessee shall have received the Lessor Guaranty, in the form attached as Appendix J, as executed by Lessor Guarantor. Initials: ABX:__________ DHL:__________ (b) In the event Lessor fails to tender the Aircraft for Delivery within thirty (30) days after the Anticipated Delivery Date, Lessee (conditioned upon Lessee satisfying its conditions precedent under Section 2.1 hereof) shall have the right (but not the obligation) to terminate this Agreement. Should Lessee desire to exercise its termination right under this Section 2.2(b), Lessee shall provide written notice to Lessor of its election to terminate not later than ten (10) days after the earlier: of (i) the date on which Lessor provides notice to Lessee that the Delivery will occur more than thirty (30) days after the Anticipated Delivery Date; or (b) the thirtieth (30th) day after the Anticipated Delivery Date. Any failure by Lessee to provide such a notice of termination to Lessor by such date will be deemed a waiver of the termination right provided under this Section 2.2(b). Upon a termination occurring under this Section 2.2(b), Lessee shall be entitled to (i) a refund of any Rent payments made pursuant to this AgreementAgreement and (ii) a refund of the Basic Rent Credit, and this Agreement shall be of no further force or effect.. AIRCRAFT LEASE AGREEMENT 9 MSN

Lessee’s Conditions Precedent. (a) Lessee’s obligation to lease the Aircraft from Lessor hereunder shall be subject to satisfaction of each of the following conditions precedent: (1) Lessee shall have (A) completed its inspection of the Aircraft (including the Aircraft Documents) pursuant to Section 3.7 hereof and (B) reasonably determined that the Aircraft complies with the Delivery Condition Requirements. (2) The Aircraft shall not have suffered a Total Loss prior to the Delivery. (3) The Aircraft shall be validly registered with the FAA in the name of Lessor (or shall be otherwise registered as approved by Lessor). (4) Lessor shall have executed and delivered the Lease Supplement. (5) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (6) Assuming that the Aircraft is registered in the United States, Lessor shall have (a) obtained an authorization code from the FAA for the international interest created by this Agreement with respect to the Airframe and Engines by filing with the FAA an AC Form 8050-135, (b) taken all required AIRCRAFT LEASE AGREEMENT 9 MSN steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering such international interest with the International Registry and (c) irrevocably authorized and instructed Special FAA Counsel to register such interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.1 hereof. If the Aircraft is not registered in the United States, Lessor nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessor shall be required to satisfy the provisions of this Section 2.2(a)(6) only to the extent required by Lessor’s Lender or as required by applicable Law. (7) Lessor shall have delivered the Aircraft ready for revenue service (8) Lessee and ABX shall have executed the Amended and Restated ATSAABX Air Transportation Services Agreement. (8) 9) Lessee and ABX shall have executed the ACMI Termination Agreement. (10) Lessee shall have received the Lessor Guaranty, in the form attached as Appendix J, as executed by Lessor Guarantor. Initials: ABX:__________ DHL:__________. (b) In the event Lessor fails to tender the Aircraft for Delivery within thirty (30) days after the Anticipated Delivery Date, Lessee (conditioned upon Lessee satisfying its conditions precedent under Section 2.1 hereof) shall have the right (but not the obligation) to terminate this Agreement. Should Lessee desire to exercise its termination right under this Section 2.2(b), Lessee shall provide written notice to Lessor of its election to terminate not later than ten (10) days after the earlier: of (i) the date on which Lessor provides notice to Lessee that the Delivery will occur more than thirty (30) days after the Anticipated Delivery Date; or (b) the thirtieth (30th) day after the Anticipated Delivery Date. Any failure by Lessee to provide such a notice of termination to Lessor by such date will be deemed a waiver of the termination right provided under this Section 2.2(b). Upon a termination occurring under this Section 2.2(b), Lessee shall be entitled to (i) a refund of any Rent payments made pursuant to this Agreement, and (ii) a refund of the Basic Rent Credit and this Agreement shall be of no further force or effect.