Common use of Lessor Conditions Precedent Clause in Contracts

Lessor Conditions Precedent. The obligation of Lessor to lease the Aircraft to Lessee under this Agreement is subject to, save as provided below, on or prior to the Delivery Date: (a) Lessor receiving the following documents in form and substance satisfactory to it: (i) a certified copy of the certificate of incorporation and by-laws of Lessee; (ii) extracts of minutes of a meeting of Lessee’s board of directors or a copy of the resolution of Lessee’s board of directors approving execution of, delivery of and performance by Lessee of the transactions contemplated by, the Operative Documents to which Lessee is a party; (iii) a power of attorney of Lessee evidencing the authority of Lessee’s representatives designated to accept delivery of the Aircraft and execute the Lease Supplement on behalf of Lessee on the Delivery Date; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iv) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver the Operative Documents to which Lessee is a party on behalf of Lessee; (v) a certificate of an officer of Lessee, dated as of the Delivery Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Delivery Date (or, to the extent that any such representations and warranties expressly relates to an earlier date, true and correct as of such earlier date); (vi) this Agreement and each of the following documents dated on or before the Delivery Date and duly executed by the parties thereto: (1) the Lease Supplement; (2) the Purchase Agreement Assignment; (3) the Airframe Manufacturer’s Consent; (4) the Engine Warranties Assignment; (5) the Engine Manufacturer’s Consent; (6) the Airframe Warranties Agreement; (7) the Engine Warranties Agreement; (8) the Airframe Manufacturer’s Consent [Security Trustee]; (9) the Engine Manufacturer’s Consent [Security Trustee]; (10) the Lessee Consent, if any; and (11) the FAA Xxxx of Sale; (vii) a copy of the certificate of insurance (and, if relevant, certificate of reinsurance) for the Aircraft, together with a copy of the broker’s (and any reinsurance broker’s) letter of undertaking, evidencing that the Insurances have been effected and are in full force and effect; (viii) copies of extracts of the TCA and the PBH related to the maintenance of the Engines and the APU (provided that such extracts of the TCA and PBH may be redacted to the extent previously provided to and agreed by Lessor), certified by an officer of Lessee as being true and correct extracts of such agreements; (ix) the following opinions of counsel, in form and substance acceptable to Lessor (and addressed to Lessor, Security Trustee, Financiers, Owner Participant and Guarantor), dated the Delivery Date: (A) an opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel to Lessee; (B) an opinion of internal counsel to Lessee; (C) an opinion of Lessee’s regulatory counsel; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (D) an opinion of Xxxxxx Xxxxx LLP, special counsel to Wilmington and Lessor; and (E) an opinion of McAfee & Xxxx, P.C., Special FAA Counsel; (x) a copy of Lessee’s Air Transport License and Lessee’s Operator’s Certificate listing the Aircraft thereon issued by the FAA; (xi) a copy of the export certificate of airworthiness for the Aircraft duly issued by the DGAC; (xii) the FAA Filed Documents (other than the Security Agreement) shall be in due form for filing and recordation with the aircraft registry of the FAA and shall have been delivered to Special FAA Counsel; (xiii) the Financing Statements; (xiv) an executed copy of the Xxxx of Sale; (xv) to the extent the Aircraft will be operated outside the United States, the Landing Charges Letter or an equivalent signed statement of account of sums due from Lessee to any relevant air traffic control authority, duly executed on behalf of Lessee pursuant to which Lessee authorizes the addressee to issue to Lessor, upon request from time to time, a statement of account of all sums due by Lessee to the airport or any relevant authority in respect of the Aircraft; (xvi) evidence satisfactory to Lessor that Lessee has duly obtained any required license to import the Aircraft into the United States and has paid all import duties, if any, resulting from the transactions contemplated by this Agreement; (xvii) evidence of the acceptance by Lessee’s agent for service of process of its appointment as process agent for Lessee; (xviii) the notice to be given by Lessee under Section 2.5(e) in respect of the Delivery Date; (xix) the original chattel paper counterpart no. 1 of this Agreement and Lease Supplement shall have been delivered to Lessor or Security Trustee; and (xx) a true, complete, and accurate copy of Internal Revenue Service Form 6166, certifying that Lessee is a U.S. tax resident; (b) Lessor shall have good title to the Aircraft (subject to filing and recordation of the FAA Xxxx of Sale with the FAA), free and clear of Liens, except (i) the rights of Lessee under this Agreement and the Lease Supplement, and (ii) other Permitted Liens; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) at least one Business Day before the Delivery Date, Lessor receiving either: (i) confirmation from the account bank specified by Lessor that Lessee has deposited the Security Deposit into the Security Deposit Account in cleared funds; or (ii) a Security Deposit LC; (d) Lessor receiving all sums due to Lessor from Lessee on or before the Delivery Date including, without limitation, the first payment of Basic Rent due on the Delivery Date; (e) no event shall have occurred and be continuing, or would result from the lease of the Aircraft, which constitutes a Lease Default or Lease Event of Default; (f) no Event of Loss with respect to the Airframe or any Engine shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to the Airframe or any Engine shall have occurred; (g) each representation and warranty by Lessee under the Operative Documents to which Lessee is a party being true and accurate on the Delivery Date as if made on the date thereof (except to the extent that such representations and warranties relate solely to an earlier date); (h) Lessor being satisfied that all filings, registrations, recordings and other actions (including all filings with the FAA and International Registry) have been or will promptly following delivery be taken which are necessary or which counsel providing the legal opinion referred to in Section 2.1(a)(ix)(E) has advised is customary or advisable to ensure effectiveness and enforceability of this Agreement, the other Operative Documents, and to protect the rights and interests of Lessor, Owner Participant and Lessee in the Aircraft and to protect the rights and interests of the Security Trustee and each Financier in the Aircraft as is customary and reasonable with respect to the financing of commercial aircraft in the U.S. aviation market; (i) evidence satisfactory to Lessor that the nameplates referred to in Section 4 of Schedule 7 have been installed; (j) Lessor receiving a copy of the Approved Maintenance Program; (k) [Reserved]; (l) Lessor shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies as provided in this Agreement in the event of a case under Chapter 11 of the Bankruptcy Code in which Lessee is a debtor; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (m) Lessee shall provide Lessor with (i) a copy of the export certificate of airworthiness issued for the Aircraft on the Delivery Date, (ii) a copy of the fly wire issued by the FAA promptly upon issuance thereof, and (iii) the Business Day following receipt (but no later than three Business Days after the Delivery Date), a copy of a current, valid standard Certificate of Airworthiness for the Aircraft duly issued by the FAA; (n) no later than the date hereof, Lessor receiving a copy of the Purchase Agreement duly executed and delivered by Lessee and no breach by Lessee of any of its obligations thereunder shall have occurred; (o) the satisfaction of all of the conditions precedent under the Airbus Purchase Agreement, the Purchase Agreement, the Purchase Agreement Assignment and the Engine Warranties Assignment that are to be performed by Lessee prior to Delivery of the Aircraft; and (p) Lessor being satisfied as to the form of opinion of internal counsel to Airframe Manufacturer.

Lessor Conditions Precedent. The obligation of Lessor to lease the Aircraft to Lessee under this Agreement is subject to, save as provided below, on or prior to the Delivery Date: (a) Lessor receiving the following documents in form and substance satisfactory to it: (i) a certified copy of the certificate of incorporation and by-laws of Lessee; (ii) extracts of minutes of a meeting of Lessee’s 's board of directors or a copy of the resolution of Lessee’s 's board of directors approving execution of, delivery of and performance by Lessee of the transactions contemplated by, the Operative Documents to which Lessee is a party; (iii) a power of attorney of Lessee evidencing the authority of Lessee’s 's representatives designated to accept delivery of the Aircraft and execute the Lease Supplement on behalf of Lessee on the Delivery Date; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.; (iv) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver the Operative Documents to which Lessee is a party on behalf of Lessee; (v) a certificate of an officer of Lessee, dated as of the Delivery Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Delivery Date (or, to the extent that any such representations and warranties expressly relates to an earlier date, true and correct as of such earlier date); (vi) this Agreement and each of the following documents dated on or before the Delivery Date and duly executed by the parties thereto: (1) the Lease Supplement; (2) the Purchase Agreement Assignment; (3) the Airframe Manufacturer’s 's Consent; (4) the Engine Warranties Assignment; (5) the Engine Manufacturer’s Consent; (6) the Airframe Warranties Agreement; (7) the Engine Warranties Agreement; (8) the Airframe Manufacturer’s Consent [Security Trustee]; (9) the Engine Manufacturer’s Consent [Security Trustee]; (10) the Lessee Consent, if any; and (11) the FAA Xxxx of Sale; (vii) a copy of the certificate of insurance (and, if relevant, certificate of reinsurance) for the Aircraft, together with a copy of the broker’s (and any reinsurance broker’s) letter of undertaking, evidencing that the Insurances have been effected and are in full force and effect; (viii) copies of extracts of the TCA and the PBH related to the maintenance of the Engines and the APU (provided that such extracts of the TCA and PBH may be redacted to the extent previously provided to and agreed by Lessor), certified by an officer of Lessee as being true and correct extracts of such agreements; (ix) the following opinions of counsel, in form and substance acceptable to Lessor (and addressed to Lessor, Security Trustee, Financiers, Owner Participant and Guarantor), dated the Delivery Date: (A) an opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel to Lessee; (B) an opinion of internal counsel to Lessee; (C) an opinion of Lessee’s regulatory counsel; [**] — ]—Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. . (D) an opinion of Xxxxxx Xxxxx LLP, special counsel to Wilmington and Lessor; and (E) an opinion of McAfee & Xxxx, P.C., Special FAA Counsel; (x) a copy of Lessee’s Air Transport License and Lessee’s Operator’s Certificate listing the Aircraft thereon issued by the FAA; (xi) a copy of the export certificate of airworthiness for the Aircraft duly issued by the DGAC; (xii5) the FAA Filed Documents (other than the Security Agreement) shall be in due form for filing and recordation with the aircraft registry of the FAA and shall have been delivered to Special FAA CounselEngine Manufacturer's Consent; (xiii) the Financing Statements; (xiv) an executed copy of the Xxxx of Sale; (xv) to the extent the Aircraft will be operated outside the United States, the Landing Charges Letter or an equivalent signed statement of account of sums due from Lessee to any relevant air traffic control authority, duly executed on behalf of Lessee pursuant to which Lessee authorizes the addressee to issue to Lessor, upon request from time to time, a statement of account of all sums due by Lessee to the airport or any relevant authority in respect of the Aircraft; (xvi) evidence satisfactory to Lessor that Lessee has duly obtained any required license to import the Aircraft into the United States and has paid all import duties, if any, resulting from the transactions contemplated by this Agreement; (xvii) evidence of the acceptance by Lessee’s agent for service of process of its appointment as process agent for Lessee; (xviii) the notice to be given by Lessee under Section 2.5(e) in respect of the Delivery Date; (xix) the original chattel paper counterpart no. 1 of this Agreement and Lease Supplement shall have been delivered to Lessor or Security Trustee; and (xx) a true, complete, and accurate copy of Internal Revenue Service Form 6166, certifying that Lessee is a U.S. tax resident; (b) Lessor shall have good title to the Aircraft (subject to filing and recordation of the FAA Xxxx of Sale with the FAA), free and clear of Liens, except (i) the rights of Lessee under this Agreement and the Lease Supplement, and (ii) other Permitted Liens; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) at least one Business Day before the Delivery Date, Lessor receiving either: (i) confirmation from the account bank specified by Lessor that Lessee has deposited the Security Deposit into the Security Deposit Account in cleared funds; or (ii) a Security Deposit LC; (d) Lessor receiving all sums due to Lessor from Lessee on or before the Delivery Date including, without limitation, the first payment of Basic Rent due on the Delivery Date; (e) no event shall have occurred and be continuing, or would result from the lease of the Aircraft, which constitutes a Lease Default or Lease Event of Default; (f) no Event of Loss with respect to the Airframe or any Engine shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to the Airframe or any Engine shall have occurred; (g) each representation and warranty by Lessee under the Operative Documents to which Lessee is a party being true and accurate on the Delivery Date as if made on the date thereof (except to the extent that such representations and warranties relate solely to an earlier date); (h) Lessor being satisfied that all filings, registrations, recordings and other actions (including all filings with the FAA and International Registry) have been or will promptly following delivery be taken which are necessary or which counsel providing the legal opinion referred to in Section 2.1(a)(ix)(E) has advised is customary or advisable to ensure effectiveness and enforceability of this Agreement, the other Operative Documents, and to protect the rights and interests of Lessor, Owner Participant and Lessee in the Aircraft and to protect the rights and interests of the Security Trustee and each Financier in the Aircraft as is customary and reasonable with respect to the financing of commercial aircraft in the U.S. aviation market; (i) evidence satisfactory to Lessor that the nameplates referred to in Section 4 of Schedule 7 have been installed; (j) Lessor receiving a copy of the Approved Maintenance Program; (k) [Reserved]; (l) Lessor shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies as provided in this Agreement in the event of a case under Chapter 11 of the Bankruptcy Code in which Lessee is a debtor; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (m) Lessee shall provide Lessor with (i) a copy of the export certificate of airworthiness issued for the Aircraft on the Delivery Date, (ii) a copy of the fly wire issued by the FAA promptly upon issuance thereof, and (iii) the Business Day following receipt (but no later than three Business Days after the Delivery Date), a copy of a current, valid standard Certificate of Airworthiness for the Aircraft duly issued by the FAA; (n) no later than the date hereof, Lessor receiving a copy of the Purchase Agreement duly executed and delivered by Lessee and no breach by Lessee of any of its obligations thereunder shall have occurred; (o) the satisfaction of all of the conditions precedent under the Airbus Purchase Agreement, the Purchase Agreement, the Purchase Agreement Assignment and the Engine Warranties Assignment that are to be performed by Lessee prior to Delivery of the Aircraft; and (p) Lessor being satisfied as to the form of opinion of internal counsel to Airframe Manufacturer.

Lessor Conditions Precedent. The obligation 1. On or before the date of Lessor to lease the Aircraft to Lessee under execution of this Agreement is subject to, save as provided below, on or prior and at no cost to the Delivery DateLessee, the Lessee shall have received in form and substance reasonably satisfactory to it: (a) a corporate certificate of the Lessor receiving signed by an authorised officer of the following Lessor to which is attached complete and up to date copies of the resolutions of the board of directors of the Lessor authorising one or more persons to sign those of the Transaction Documents to which the Lessor is a party; (b) a copy of the constitutional documents of the Lessor and the Owner Participant; (c) a corporate certificate of the Owner Participant signed by an authorised officer of the Owner Participant to which is attached complete and up to date copies of the resolutions of the board of directors of the Owner Participant authorising one or more persons to sign those of the Transaction Documents to which the Owner Participant is a party; (d) specimen signatures of the signatories of the Lessor, certified by an officer of the Lessor; (e) if the Owner Participant’s tangible net worth is not at least *****, an original of the OP Guaranty executed and delivered by the OP Guarantor; and (f) a letter from the process agent appointed by the Lessor and the Owner Participant pursuant to Clause 25.3 (Process Agents) in respect of this Agreement, accepting such appointment. 2. On or before the Delivery Date and at no cost to the Lessee (a) the Lessee shall have received in form and substance reasonably satisfactory to it: (i) an original of each Transaction Document to which it is a certified copy of party executed and delivered by the certificate of incorporation and by-laws of LesseeLessor; (ii) extracts of minutes of if applicable, a meeting of Lessee’s board of directors or a copy Notice and Acknowledgement substantially in the form set out in Schedule 10, executed and delivered by the Lessor and the Security Trustee, together with any quiet enjoyment letter required to be issued thereunder: and (b) each of the resolution of LesseeLessor’s board of directors approving execution of, delivery of representations and performance by Lessee warranties in Clause 3.1 (Representations and warranties) and Clause 3.3 (Lessor’s Representations and warranties) and each of the transactions contemplated byOwner Participant’s representations and warranties in Clause 3.1 (Representations and warranties) and Clause 3.4 (Owner Participant’s Representations and warranties), the Operative Documents to which Lessee is a party; (iii) a power of attorney of Lessee evidencing the authority of Lessee’s representatives designated to accept delivery true and accurate in all respects. ***** Confidential portions of the Aircraft and execute the Lease Supplement on behalf of Lessee on the Delivery Date; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has material have been omitted and filed separately with the Securities and Exchange Commission. (iv) an incumbency certificate of Lessee as to the person or persons authorized to execute and deliver the Operative Documents to which Lessee is a party on behalf of Lessee; (v) a certificate of an officer of Lessee, dated as of the Delivery Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Delivery Date (or, to the extent that any such representations and warranties expressly relates to an earlier date, true and correct as of such earlier date); (vi) this Agreement and each of the following documents dated on or before the Delivery Date and duly executed by the parties thereto: (1) the Lease Supplement; (2) the Purchase Agreement Assignment; (3) the Airframe Manufacturer’s Consent; (4) the Engine Warranties Assignment; (5) the Engine Manufacturer’s Consent; (6) the Airframe Warranties Agreement; (7) the Engine Warranties Agreement; (8) the Airframe Manufacturer’s Consent [Security Trustee]; (9) the Engine Manufacturer’s Consent [Security Trustee]; (10) the Lessee Consent, if any; and (11) the FAA Xxxx of Sale; (vii) a copy of the certificate of insurance (and, if relevant, certificate of reinsurance) for the Aircraft, together with a copy of the broker’s (and any reinsurance broker’s) letter of undertaking, evidencing that the Insurances have been effected and are in full force and effect; (viii) copies of extracts of the TCA and the PBH related to the maintenance of the Engines and the APU (provided that such extracts of the TCA and PBH may be redacted to the extent previously provided to and agreed by Lessor), certified by an officer of Lessee as being true and correct extracts of such agreements; (ix) the following opinions of counsel, in form and substance acceptable to Lessor (and addressed to Lessor, Security Trustee, Financiers, Owner Participant and Guarantor), dated the Delivery Date: (A) an opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel to Lessee; (B) an opinion of internal counsel to Lessee; (C) an opinion of Lessee’s regulatory counsel; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (D) an opinion of Xxxxxx Xxxxx LLP, special counsel to Wilmington and Lessor; and (E) an opinion of McAfee & Xxxx, P.C., Special FAA Counsel; (x) a copy of Lessee’s Air Transport License and Lessee’s Operator’s Certificate listing the Aircraft thereon issued by the FAA; (xi) a copy of the export certificate of airworthiness for the Aircraft duly issued by the DGAC; (xii) the FAA Filed Documents (other than the Security Agreement) shall be in due form for filing and recordation with the aircraft registry of the FAA and shall have been delivered to Special FAA Counsel; (xiii) the Financing Statements; (xiv) an executed copy of the Xxxx of Sale; (xv) to the extent the Aircraft will be operated outside the United States, the Landing Charges Letter or an equivalent signed statement of account of sums due from Lessee to any relevant air traffic control authority, duly executed on behalf of Lessee pursuant to which Lessee authorizes the addressee to issue to Lessor, upon request from time to time, a statement of account of all sums due by Lessee to the airport or any relevant authority in respect of the Aircraft; (xvi) evidence satisfactory to Lessor that Lessee has duly obtained any required license to import the Aircraft into the United States and has paid all import duties, if any, resulting from the transactions contemplated by this Agreement; (xvii) evidence of the acceptance by Lessee’s agent for service of process of its appointment as process agent for Lessee; (xviii) the notice to be given by Lessee under Section 2.5(e) in respect of the Delivery Date; (xix) the original chattel paper counterpart no. 1 of this Agreement and Lease Supplement shall have been delivered to Lessor or Security Trustee; and (xx) a true, complete, and accurate copy of Internal Revenue Service Form 6166, certifying that Lessee is a U.S. tax resident; (b) Lessor shall have good title to the Aircraft (subject to filing and recordation of the FAA Xxxx of Sale with the FAA), free and clear of Liens, except (i) the rights of Lessee under this Agreement and the Lease Supplement, and (ii) other Permitted Liens; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) at least one Business Day before the Delivery Date, Lessor receiving either: (i) confirmation from the account bank specified by Lessor that Lessee has deposited the Security Deposit into the Security Deposit Account in cleared funds; or (ii) a Security Deposit LC; (d) Lessor receiving all sums due to Lessor from Lessee on or before the Delivery Date including, without limitation, the first payment of Basic Rent due on the Delivery Date; (e) no event shall have occurred and be continuing, or would result from the lease of the Aircraft, which constitutes a Lease Default or Lease Event of Default; (f) no Event of Loss with respect to the Airframe or any Engine shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to the Airframe or any Engine shall have occurred; (g) each representation and warranty by Lessee under the Operative Documents to which Lessee is a party being true and accurate on the Delivery Date as if made on the date thereof (except to the extent that such representations and warranties relate solely to an earlier date); (h) Lessor being satisfied that all filings, registrations, recordings and other actions (including all filings with the FAA and International Registry) have been or will promptly following delivery be taken which are necessary or which counsel providing the legal opinion referred to in Section 2.1(a)(ix)(E) has advised is customary or advisable to ensure effectiveness and enforceability of this Agreement, the other Operative Documents, and to protect the rights and interests of Lessor, Owner Participant and Lessee in the Aircraft and to protect the rights and interests of the Security Trustee and each Financier in the Aircraft as is customary and reasonable with respect to the financing of commercial aircraft in the U.S. aviation market; (i) evidence satisfactory to Lessor that the nameplates referred to in Section 4 of Schedule 7 have been installed; (j) Lessor receiving a copy of the Approved Maintenance Program; (k) [Reserved]; (l) Lessor shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies as provided in this Agreement in the event of a case under Chapter 11 of the Bankruptcy Code in which Lessee is a debtor; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (m) Lessee shall provide Lessor with (i) a copy of the export certificate of airworthiness issued for the Aircraft on the Delivery Date, (ii) a copy of the fly wire issued by the FAA promptly upon issuance thereof, and (iii) the Business Day following receipt (but no later than three Business Days after the Delivery Date), a copy of a current, valid standard Certificate of Airworthiness for the Aircraft duly issued by the FAA; (n) no later than the date hereof, Lessor receiving a copy of the Purchase Agreement duly executed and delivered by Lessee and no breach by Lessee of any of its obligations thereunder shall have occurred; (o) the satisfaction of all of the conditions precedent under the Airbus Purchase Agreement, the Purchase Agreement, the Purchase Agreement Assignment and the Engine Warranties Assignment that are to be performed by Lessee prior to Delivery of the Aircraft; and (p) Lessor being satisfied as to the form of opinion of internal counsel to Airframe Manufacturer.

Lessor Conditions Precedent. The obligation of 1.1 Receipt by Lessor to lease the Aircraft to from Lessee under this Agreement is subject to, save as provided below, on or not less than two (2) Business Days prior to Delivery Date of the Delivery Date:following satisfactory in form and substance to Lessor (acting reasonably): (a) Lessor receiving a corporate certificate of each of Lessee and the following documents in form Guarantor signed by an authorised officer of the Lessee or the Guarantor (as applicable) to which is attached complete and substance satisfactory up to itdate copies of: (i) a certified copy the constitutional documents (estatutos sociales) of Lessee or the certificate of incorporation and by-laws of LesseeGuarantor (as applicable); (ii) extracts a resolution of minutes of a meeting of Lessee’s the board of directors of Lessee or a copy of the resolution of Lessee’s board of directors Guarantor (as applicable) approving execution the terms of, delivery of and performance by Lessee of the transactions contemplated by, the Operative Transaction Documents to which Lessee or the Guarantor (as applicable) is a party, resolving that Lessee or the Guarantor (as applicable) enter into the Transaction Documents to which Lessee or the Guarantor (as applicable) is a party and authorising a specified person or persons to execute the Transaction Documents to which Lessee or the Guarantor (as applicable) is a party; (iii) a any power of attorney of Lessee evidencing or the authority of Lessee’s representatives designated to accept delivery Guarantor (as applicable) approved at the meeting of the Aircraft and execute the Lease Supplement on behalf of Lessee on the Delivery Datedirectors referred to at (ii) above; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.and (iv) an incumbency certificate setting out the names and signatures of the persons specified by Lessee or the Guarantor (as applicable) in (ii) above; (b) evidence that an opinion in such form as may be approved by Lessor and the Security Trustee and addressed to Lessor, the person or persons authorized Security Trustee and the Lease Manager will be issued on the Delivery Date by: (i) Lessee’s and Guarantor’s in house legal counsel in the State of Incorporation; (ii) Xxxxx Xxxxxxx, Lessor’s and the Security Trustee’s legal counsel in the State of Registration; (iii) the Airframe Manufacturer in respect of the Airframe Manufacturer and the Airbus Delivery Documents; (iv) the Engine Manufacturer in respect of the Engine Manufacturer and the Engine Warranties Agreement if the Engine Manufacturer agrees to execute and deliver provide such an opinion, otherwise an incumbency certificate executed by the Operative Documents to which Lessee is a party on behalf of LesseeEngine Manufacturer; (v) a certificate of an officer of LesseeXxXxxx XxxxXxxxxx, dated as of Lessor’s and the Delivery Date, stating that its representations and warranties set forth Security Trustee’s counsel in this Agreement are true and correct as of the Delivery Date Ireland in relation to Lessor (or, such opinion to the extent that any such representations and warranties expressly relates to an earlier date, true and correct as of such earlier datebe obtained by Lessor at Lessor’s cost); (vi) this Agreement Xxxxxx Xxxx, Munich, Lessor’s and each of the following documents dated on or before the Delivery Date and duly executed by the parties thereto: (1) the Lease Supplement; (2) the Purchase Agreement Assignment; (3) the Airframe Manufacturer’s Consent; (4) the Engine Warranties Assignment; (5) the Engine Manufacturer’s Consent; (6) the Airframe Warranties Agreement; (7) the Engine Warranties Agreement; (8) the Airframe Manufacturer’s Consent [Security Trustee]; (9) ’s counsel in Germany, the Engine Manufacturer’s Consent [Security Trustee]; (10) cost of which opinion shall be borne equally by Lessor and Lessee, subject in the Lessee Consentcase of Lessee, if anyto a cap of €2,000; and (11vii) Lessor’s insurance advisers in relation to the FAA Xxxx of SaleInsurances (such opinion to be obtained by Lessor at Lessor’s cost); (viic) evidence of the issue of each approval, licence and consent which may be required in relation to, or in connection with, the performance by each of Lessee and the Guarantor of any of its obligations under the Transaction Documents (including, without limitation, the remittance by Lessee or the Guarantor (as applicable) to Lessor in US Dollars of all amounts payable under the Transaction Documents); (d) a copy of the temporary certificate of insurance import (and, if relevant, certificate of reinsurancePedimento de Importacion) for the AircraftAircraft stamped by the relevant Government Entity in Mexico evidencing that any required import licence, together with a copy and all customs formalities, relating to the import of the broker’s Aircraft into the State of Registration will be complied with no later than ten (10) Business Days following Delivery and any reinsurance broker’s) letter of undertaking, evidencing that the Insurances have been effected and are in full force and effectimport of the Aircraft into the State of Registration is exempt from Taxes; (viiie) copies of extracts Lessee’s concession title, air operator’s certificate and all other licences, certificates and permits required by Lessee or the Guarantor in relation to, or in connection with, the Transaction Documents to which it is a party and the sale, leasing and/or operation (as the case may be) of the TCA and the PBH related to the maintenance of the Engines and the APU (provided that such extracts of the TCA and PBH may be redacted to the extent previously provided to and agreed by Lessor), certified by an officer of Lessee as being true and correct extracts of such agreementsAircraft; (ixf) the following opinions latest available consolidated financial statements of counsel, in form the Guarantor and substance acceptable to Lessor (and addressed to Lessor, Security Trustee, Financiers, Owner Participant and Guarantor), dated the Delivery Date: (A) an opinion latest available financial statements of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel to Lessee; (Bg) an opinion two letters, in the form of internal counsel to Lessee; (Part 1 of Exhibit C and Part 2 of Exhibit C) an opinion of Lessee’s regulatory counsel; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (D) an opinion of Xxxxxx Xxxxx LLP, special counsel to Wilmington and Lessor; and (E) an opinion of McAfee & Xxxx, P.C., Special FAA Counsel; (x) a copy of Lessee’s Air Transport License and Lessee’s Operator’s Certificate listing the Aircraft thereon issued by the FAA; (xi) a copy of the export certificate of airworthiness for the Aircraft duly issued by the DGAC; (xii) the FAA Filed Documents (other than the Security Agreement) shall be in due form for filing and recordation with the aircraft registry of the FAA and shall have been delivered to Special FAA Counsel; (xiii) the Financing Statements; (xiv) an executed copy of the Xxxx of Sale; (xv) to the extent the Aircraft will be operated outside the United States, the Landing Charges Letter or an equivalent signed statement of account of sums due from Lessee addressed to any SENEAM and each other relevant air traffic control authority, duly executed on behalf of Lessee authority pursuant to which Lessee authorizes authorises the addressee to issue to Lessor, the Lease Manager and the Security Trustee, upon Lessor’s, the Lease Manager’s or the Security Trustee’s request (i) from time to timetime (subject always to Clause 7.5) in the case of the letter set out in Part 1 of Exhibit C and (ii) upon the occurrence of an Event of Default which is continuing in the case of the letter set out in Part 2 of Exhibit C, a statement of account of all sums due by Lessee to the airport or any relevant authority in respect of the Aircraft; all aircraft (xvi) evidence satisfactory to Lessor that Lessee has duly obtained any required license to import the Aircraft into the United States and has paid all import duties, if any, resulting from the transactions contemplated by this Agreement; (xvii) evidence of the acceptance by Lessee’s agent for service of process of its appointment as process agent for Lessee; (xviii) the notice to be given by Lessee under Section 2.5(e) in respect of the Delivery Date; (xix) the original chattel paper counterpart no. 1 of this Agreement and Lease Supplement shall have been delivered to Lessor or Security Trustee; and (xx) a true, complete, and accurate copy of Internal Revenue Service Form 6166, certifying that Lessee is a U.S. tax resident; (b) Lessor shall have good title to the Aircraft (subject to filing and recordation of the FAA Xxxx of Sale with the FAA), free and clear of Liens, except (i) the rights of Lessee under this Agreement and the Lease Supplement, and (ii) other Permitted Liens; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) at least one Business Day before the Delivery Date, Lessor receiving either: (i) confirmation from the account bank specified by Lessor that Lessee has deposited the Security Deposit into the Security Deposit Account in cleared funds; or (ii) a Security Deposit LC; (d) Lessor receiving all sums due to Lessor from Lessee on or before the Delivery Date including, without limitation, the first payment of Basic Rent due on the Delivery Date; (eAircraft) no event shall have occurred and be continuing, or would result from the lease of the Aircraft, which constitutes a Lease Default or Lease Event of Default; (f) no Event of Loss with respect to the Airframe or any Engine shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to the Airframe or any Engine shall have occurred; (g) each representation and warranty operated by Lessee under the Operative Documents to which Lessee is a party being true and accurate on the Delivery Date as if made on the date thereof (except to the extent that such representations and warranties relate solely to an earlier date)Lessee; (h) Lessor being satisfied that all filings, registrations, recordings and other actions (including all filings with the FAA and International Registry) have been or will promptly following delivery be taken which are necessary or which counsel providing the legal opinion referred to in Section 2.1(a)(ix)(E) has advised is customary or advisable to ensure effectiveness and enforceability Deregistration Power of this Agreement, the other Operative Documents, and to protect the rights and interests of Lessor, Owner Participant and Lessee in the Aircraft and to protect the rights and interests of the Security Trustee and each Financier in the Aircraft as is customary and reasonable with respect to the financing of commercial aircraft in the U.S. aviation marketAttorney; (i) evidence satisfactory the Process Agent Power of Attorney (Lessor) and the Process Agent Power of Attorney (Guarantor) and any other special power of attorney which Lessee or the Guarantor is required to Lessor that execute and deliver pursuant to the nameplates referred to in Section 4 terms of Schedule 7 have been installedany other Transaction Document; (j) all such documentation and information from Lessee and the Guarantor as requested by Lessor receiving a copy in respect of the Approved Maintenance Program;“Know Your Customer” checks, anti-money laundering checks and other similar requirements; and (k) [Reserved]; (l) Lessor shall be entitled to a letter from the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies as provided in this Agreement in the event of a case under Chapter 11 of the Bankruptcy Code in which Lessee is a debtor; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (m) Lessee shall provide Lessor with (i) a copy of the export certificate of airworthiness issued for the Aircraft on the Delivery Date, (ii) a copy of the fly wire issued by the FAA promptly upon issuance thereof, and (iii) the Business Day following receipt (but no later than three Business Days after the Delivery Date), a copy of a current, valid standard Certificate of Airworthiness for the Aircraft duly issued by the FAA; (n) no later than the date hereof, Lessor receiving a copy of the Purchase Agreement duly executed and delivered process agent appointed by Lessee and no breach by Lessee Guarantor under each Transaction Document to accept service of any of its obligations thereunder shall have occurred; (o) the satisfaction of all of the conditions precedent under the Airbus Purchase Agreementprocess, the Purchase Agreement, the Purchase Agreement Assignment and the Engine Warranties Assignment accepting that are to be performed by Lessee prior to Delivery of the Aircraft; and (p) Lessor being satisfied as to the form of opinion of internal counsel to Airframe Manufacturerappointment.