Common use of Lessor’s Conditions Precedent Clause in Contracts

Lessor’s Conditions Precedent. Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment of each of the following conditions: (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (c) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity; (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof; (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of Attorney, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment fulfillment of each of the following conditions: (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, JSA and the Lenders Lenders, in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders JSA in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & XxxxxxxXxXxx Xxxxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, JSA and the Lenders Lenders, in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (c) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft Aircraft, and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity; (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction transacting user entity with the International Registry and has consented granted authorization to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a priority search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or under the Forward Purchase Agreement, or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof; (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXXXX SQUARE A320 LEASING (IRELAND) LIMITED, IS MORTGAGED TO CRÉDIT AGRICOLE CIB AS SECURITY TRUSTEE, IS LEASED TO XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATIONASSOCIATION (NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS OWNER TRUSTEE, ) AND IS SUBJECT SUB-LEASED TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY]CONCESIONARIA VUELA COMPAŇIA DE AVIACIÓN, AS SECURITY TRUSTEES.A.P.I. DE C.V.—VOLARIS”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of AttorneyAttorney in favor of Lessor and the Security Trustee, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment of each of the following conditions: (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, JSA and the Lenders Lenders, in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders JSA in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & XxxxxxxXxXxx Xxxxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, JSA and the Lenders Lenders, in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (c) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft Aircraft, and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity; (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction transacting user entity with the International Registry and has consented granted authorization to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a priority search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or under the Forward Purchase Agreement, or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof; (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXXXX SQUARE A320 LEASING (IRELAND) LIMITED, IS MORTGAGED TO CRÉDIT AGRICOLE CIB AS SECURITY TRUSTEE, IS LEASED TO XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATIONASSOCIATION (NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS OWNER TRUSTEE, ) AND IS SUBJECT SUB-LEASED TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY]CONCESIONARIA VUELA COMPAŇIA DE AVIACIÓN, AS SECURITY TRUSTEES.A.P.I. DE C.V. - VOLARIS”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of AttorneyAttorney in favor of Lessor and the Security Trustee, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s The obligation of Lessor to deliver and commence the leasing of lease the Aircraft under this Agreement is to Lessee shall be subject to fulfilment fulfillment of each of the following conditions:conditions on or before the Delivery Date (save to the extent that any of the same are waived or deferred by Lessor in writing in its absolute discretion): (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted belowDelivery: (i) an opinion of general in-house from counsel to Lessee, Lessee qualified in the State of Registration addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences any Lender or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to LesseeMortgagee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor Lessor, with respect to, among other customary opinions, due authorization, security and enforceability of the LendersLease and Lessee’s Documents against Lessee; (ivii) the Lease Supplement and Technical Acceptance Certificate Supplement, duly executed on behalf of Lessee; (viii) a an incumbency certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee Lessee’s secretary together with the documents referred to in such certificatecertificate which documents shall include certified copies of Lessee’s organization documents; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (civ) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), ) that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a partyLessee’s Documents, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (iiv) copy an insurance broker’s certificate and letter of the approval required from the DGAC with respect undertaking addressed to Lessor and any Lender or Mortgagee evidencing, to the leasing satisfaction of a foreign-registered AircraftLessor, that the insurance and undertakings required by Article 13 are in full force and effect; (iiivi) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy copies of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft and to a copy of the approval air transport license as issued by the DGAC Aviation Authority, and all other licenses, certificates and permits required to be maintained by Lessee for the commencement public transport of operations of passengers and cargo by aircraft, each in relation to the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (gvii) a summary copy of the Maintenance Program; (hviii) UCC financing statements in respect a power of attorney empowering Lessee’s representative to accept the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity;on behalf of Lessee; and (iix) any other documents reasonably required requested by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof; (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of Attorney, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment of each of the following conditions: (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (c) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity; (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof; (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of Attorney, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment of each of the following conditions: (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (c) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft Aircraft, and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity; (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or under the Forward Purchase Agreement, or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof; (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of Attorney, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s 's obligation to deliver and commence the leasing of lease the Aircraft under this Agreement is subject to fulfilment satisfaction of each of the following conditions: (a) receipt by Lessor shall have received from Lessee on or before the Commencement Date of the following documents, each satisfactory in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) Constitutional Documents: a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (cii) copies of all consents, licenses, authorizations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee (if any), that are required in connection with the execution, delivery and performance of this Agreement and the other Operative Documents to which it is Resolutions: a party, duly certified by an authorized officer of Lessee, including, but not limited to: (i) a certified copy of an extract a resolution of the board of directors resolution of Lessee approving the terms of, and the transactions contemplated by, this Agreement, resolving that it enter into this Agreement, and authorizing a specified person or persons to execute this Agreement and accept delivery of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered AircraftAircraft on its behalf; (iii) promptly after DeliveryOpinion: an opinion in the form of Schedule 6 by independent legal counsel acceptable to Lessor in the State of Registration, a certificate the Habitual Base and the State of airworthiness for the Aircraft from the Aviation AuthorityIncorporation; (iv) promptly after DeliveryFAA Opinion: an opinion of Xxxxx & Xxxxxxxx or other counsel acceptable to Lessor who are recognized specialists with regard to FAA registration matters in a form acceptable to Lessor as to the due filing for recordation of this Agreement; (v) Approvals: each approval, license and consent which may be required in relation to, or in connection with, the remittance to Lessor in Dollars of all amounts payable under this Agreement or the performance by Lessee of any of its obligations hereunder; (vi) Import: evidence that Lessee has received authorization from any required import license, and all customs formalities, relating to the DGAC to incorporate import of the Aircraft to its fleetinto the Habitual Base have been obtained or complied with, which evidence shall include, but not be limited to, a copy and that the import of the Aircraft into the Habitual Base is exempt from; (vii) Licenses: copies of Lessee’s air operator’s 's Certificate of Convenience and Necessity, Radio License, FAR 121 Operator's Certificate and the U.S. Certificate of Airworthiness for the Aircraft; (viii) [Intentionally Omitted]; (ix) Certificate: a certificate and/or operations specificationsof a duly authorized officer of Lessee: (a) setting out a specimen of each signature referred to in Clause 3.1 (a)(ii); and (b) certifying that each copy document specified in this Clause is correct, complete and in full force and effect; (x) Deregistration Power: an irrevocable power of attorney authorizing Lessor by or through its duly annotated authorized officers or agents or such other person as Lessor may from time to reflect the inclusion time specify to do any thing or act or to give any consent or approval which may be required to obtain deregistration of the Aircraft and to a copy export the Aircraft from the Habitual Base upon termination of the approval issued by the DGAC for the commencement of operations leasing of the AircraftAircraft under this Agreement, duly notarized and legalized; and (xi) General: such other documents as Lessor may reasonably request; (vb) any other consents the receipt by Lessor on or authorizations required by before the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity;Commencement Date of (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee Opinions: a signed original of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations opinions referred to in Clauses 3.1(a)(iii) and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof(iv); (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of Attorney, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s 's obligation to deliver and commence the leasing of lease the Aircraft under this Agreement is subject to fulfilment satisfaction of each of the following conditions: (a) receipt by Lessor shall have received from Lessee on or before the Commencement Date of the following documents, each satisfactory in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted below: (i) an opinion of general in-house counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement); (ii) an opinion of special U.S. counsel to Lessee, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) Constitutional Documents: a certificate substantially in the form of Schedule 3 signed by a duly authorized officer of Lessee together with the documents referred to in such certificate; (b) copy of the constitutional documents of Lessee, updated, along with any modifications or amendments thereto; (cii) copies Resolutions: a copy of all consents, licenses, authorizations and approvals a resolution of any governmental agency or authority and the board of any trustee or holder of any indebtedness or obligations directors of Lessee (if any)approving the terms of, and the transactions contemplated by, this Agreement, resolving that are required in connection with the executionit enter into this Agreement, delivery and performance of authorizing a specified person or persons to execute this Agreement and accept delivery of the Aircraft on its behalf; (iii) Opinion: an opinion in the form of Schedule 6 by independent legal counsel acceptable to Lessor in the State of Registration, the Habitual Base and the State of Incorporation; (iv) FAA Opinion: an opinion of Crowe & Dunleavy or other Operative Documents counsel acceptable to Lessor who are xxxxxnizxx xxxxxalists with regard to FAA registration matters in a form acceptable to Lessor as to the due filing for recordation of this Agreement; (v) Approvals: each approval, license and consent which it may be required in relation to, or in connection with, the remittance to Lessor in Dollars of all amounts payable under this Agreement or the performance by Lessee of any of its obligations hereunder; (vi) Import: evidence that any required import license, and all customs formalities, relating to the import of the Aircraft into the Habitual Base have been obtained or complied with, and that the import of the Aircraft into the Habitual Base is exempt from; (vii) Licenses: copies of Lessee's Certificate of Convenience and Necessity, Radio License, FAR 121 Operator's Certificate and the U.S. Certificate of Airworthiness for the Aircraft; (viii) [Intentionally Omitted]; (ix) Certificate: a party, certificate of a duly certified by an authorized officer of Lessee: (a) setting out a specimen of each signature referred to in Clause 3.1(a)(ii); and (b) certifying that each copy document specified in this Clause is correct, includingcomplete and in full force and effect; (x) Deregistration Power: an irrevocable power of attorney authorizing Lessor by or through its duly authorized officers or agents or such other person as Lessor may from time to time specify to do any thing or act or to give any consent or approval which may be required to obtain deregistration of the Aircraft and to export the Aircraft from the Habitual Base upon termination of the leasing of the Aircraft under this Agreement, but not limited toduly notarized and legalized; and (xi) General: such other documents as Lessor may reasonably request; (b) the receipt by Lessor on or before the Commencement Date of: (i) Opinions: a certified copy signed original of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditions; (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (f) an insurance brokers’ certificate addressed to Lessor and the Indemnitees evidencing to the reasonable satisfaction of Lessor that the insurance required by Clause 14 on and with respect to the Aircraft is in full force and effect, together with a broker’s letter of undertaking addressed to the Indemnitees in form and substance reasonably acceptable to Lessor; (g) a summary of the Maintenance Program; (h) UCC financing statements in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity; (i) any other documents reasonably required by Lessor with respect to the transactions contemplated by the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” (as such term is defined in the Cape Town Convention) under this Agreement with respect to the Airframe and each Engine and Lessor shall have received a search certificate from the International Registry confirming the same; (n) Lessor shall have received the Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (p) each of the representations opinions referred to in Clauses 3.1(a)(iii) and warranties of Lessee contained in Clause 2.1 and each of the other Lessee’s Documents shall be true and accurate on the Delivery Date as if made on the date thereof(iv); (q) no change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s Documents; (r) Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of the IDERA; (v) an Irrevocable Power of Attorney, notarized by a Mexican notary public to be valid and enforceable and otherwise in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this Lease, the Lease Supplement and any amendments thereto with the DGAC or any other relevant Governmental Entity if and to the extent required under Applicable Law, and the payment of all fees and Taxes in connection therewith, if any; and (x) the Delivery Documents.

Lessor’s Conditions Precedent. Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment of each of the following conditions: (a) Lessor shall have received the following documents, each in form and substance reasonably acceptable to Lessor, on or prior to Delivery or as soon as practicable after Delivery as noted belowDelivery: (i) an opinion of general in-house legal counsel to Lessee, Lessee in the State of Incorporation addressed to Lessor, Beneficiary, JSA, Lessor in respect of the capacity and due execution by Lessee of the Lenders in form and substance reasonably acceptable Operative Documents to Lessor and the Lenders (which legal opinions do not include legal opinions as to the U.S. income tax consequences or matters arising from this Agreement)it is a party; (ii) at the cost and expense of Lessor, an opinion of special U.S. independent legal counsel to Lessee, Lessor as to matters of Brazilian law addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance reasonably acceptable to Lessor and the Lenders; (iii) an opinion of Xxxxx & Xxxxxxx, FAA counsel, addressed to Lessor, Beneficiary, JSA, and the Lenders in form and substance acceptable to Lessor and the Lenders; (iv) the Lease Supplement and Technical Acceptance Certificate duly executed on behalf of Lessee; (v) a certificate substantially in the form of Schedule 3 4 signed by a duly authorized authorised officer or director of Lessee together with the documents referred to in such certificate; (biv) copy a certificate substantially in the form of Schedule 4 signed by a duly authorised officer or director of Initial Sublessee together with the constitutional documents of Lessee, updated, along with any modifications or amendments theretoreferred to in such certificate; (cv) copies copies, or evidence of the issue of all consents, licenses, authorizations authorisations and approvals of any governmental agency or authority and of any trustee or holder of any indebtedness or obligations of Lessee Government Entity (if any), that are required in connection with the execution, delivery and performance of this Agreement Agreement, the other Lessee’s Documents, and the other Operative Documents to which it is a party, duly certified by an authorized officer of Lessee, including, but not limited to: Initial Sublease (i) a certified copy of an extract of the board of directors resolution of the Lessee (i) approving the entry into and execution of this Lease, the Lease Supplement and the Operative Documents in accordance with their terms and conditionsas applicable); (ii) copy of the approval required from the DGAC with respect to the leasing of a foreign-registered Aircraft; (iii) promptly after Delivery, a certificate of airworthiness for the Aircraft from the Aviation Authority; (iv) promptly after Delivery, evidence that Lessee has received authorization from the DGAC to incorporate the Aircraft to its fleet, which evidence shall include, but not be limited to, a copy of Lessee’s air operator’s certificate and/or operations specifications, duly annotated to reflect the inclusion of the Aircraft and to a copy of the approval issued by the DGAC for the commencement of operations of the Aircraft; (v) any other consents or authorizations required by the Aviation Authority and the DGAC; (d) evidence that the owner’s ownership interest, Lessor’s interest in this Lease and any Lender’s security interest in the Lease and in the Aircraft have been duly recorded in the State of Registration; (e) promptly after Delivery, evidence satisfactory to the Lessor that all applicable required import licenses (pedimento de importación) and customs duties in respect of the Aircraft have been paid in full by the Lessee (or, if the same are not yet payable, that arrangements satisfactory to the Lessor have been made for the payment thereof by the Lessee when they become payable), being acknowledged that the document evidencing importation of the Aircraft can only be made upon Lessee’s import of the Aircraft into Mexico) and that import is exempt from Taxes; (fvi) an insurance brokers’ certificate addressed to Lessor and the Indemnitees of insurance evidencing to the reasonable satisfaction of Lessor that the insurance required by insurances comply with Clause 14 on and with respect to the Aircraft is in full force and effect14, together with a broker’s letter of undertaking addressed to Lessor and the Indemnitees in form and substance reasonably acceptable to LessorLenders (if any); (gvii) copies of the up to date Lessee’s and Initial Sublessee’s air transport license (if any), air operator’s certificates and all other licenses, certificates and permits required to be maintained by Lessee and Initial Sublessee for the public transport of passengers and cargo by aircraft; (viii) a summary copy of the Initial Sublessee’s Maintenance Program; (hix) UCC financing statements a letter from the process agent appointed by Lessee accepting the appointment as contemplated by Clause 20.13(b); (x) a letter from the process agent appointed by Initial Sublessee accepting the appointment as contemplated by the Initial Sublease; (xi) two original copies of the IDERA issued by the InitialS ublessee; Sublessee; (xii) the Deregistration Power of Attorney signed by the Initial (xiii) a copy of a letter from Initial Sublessee to ATAN and theS uperintendência de Infra-Estrutura Aeroportuária – SIE pursuant to which Initial Sublessee authorises the addressee to issue to Lessor, upon request from time to time, a statement of account of all sums due by Initial Sublessee to the authority in respect of the Aircraft and Engines leased hereunder in a form acceptable for filing with the applicable Governmental Entity;Aircraft; and (ixiv) any other documents reasonably required by Lessor with respect a copy of the Initial Sublease (xv) if the Aircraft is subject to the transactions contemplated by Initial Sublease as at the Operative Documents and with respect to Lessee or the Aircraft; (j) Lessor shall have received 6 (six) counterparts duly executed by Lessee Delivery Date, evidence that each of this Agreement and the other Lessee’s Documents; and, at least 1 (one) additional original set, executed by Lessee and duly ratified before a Mexican Notary Public or corredor; (k) Initial Sublessee has appointed lawyers from Xxxxx & Xxxxx Advogados Associados as professional user entities to effect the Aircraft shall have been, or simultaneously with Delivery shall be, registered with the Aviation Authority in the name of Lessor in accordance with Clause 9.1 hereof; (l) confirmation that Lessee has duly registered itself as a transaction user entity with registrations on the International Registry and has consented to the person approved by Lessor as its professional user or professional user entity for dealings with the International Registry; (m) Lessor shall have, promptly following Delivery, a valid registered “international interest” Register (as such term is defined in the Cape Town Convention) under as set forth in this Agreement; (b) Lessor shall have received counterparts duly executed by Lessee and each other party thereto (other than Lessor) of this Agreement, the Acceptance Certificate and the other Lessee’s Documents; (c) If the Aircraft is subject to the Initial Sublease as at the Delivery Date, Lessor shall have received evidence that the “international interests” (as defined in the Cape Town Convention) arising out of (i) this Agreement with respect in relation to the Airframe and (ii) the Initial Sublease in relation to the Airframe and each Engine shall have been registered by the Lessor with the International Registry and the rights to discharge all such international interests shall have been transferred to the Lessor; (d) Lessor shall have received been able to download a search certificate from copy of Lessee’s consolidated audited financial statements for its financial year ended 31 December 2020 (or if unavailable at the International Registry confirming time of Delivery, the samelatest audited quarterly accounts available) as published on Lessee’s investor relations website (xxx.xxxxxxxxxxxxxxxxxx.xxx); (ne) Lessor shall have received the all Basic Rent and Security due on or before the Delivery Date; (o) no Event of Default hereunder or default by Lessee under any other Lessee’s Document shall have occurred and be continuing on the Delivery Date or would arise by reason of the occurrence of the transactions contemplated in Lessee’s Documents; (pf) each of the representations and warranties of Lessee contained in Clause 2.1 and in each of the other Lessee’s Operative Documents to which Lessee is a party shall be true and accurate on the Delivery Date as if made on the date thereof;; and (qg) no change shall have occurred after the date of this Agreement in any applicable law Applicable Law or in the interpretation thereof that, in Lessor’s reasonable opinion, would make it illegal for Lessor and/or Lessee to perform any of their respective obligations under this Agreement or any of the other Lessee’s DocumentsDocument; (rh) if the Aircraft is subject to the Initial Sublease as at the Delivery Date, Lessee or Manufacturer shall have affixed a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position in the cockpit of the Aircraft and on each Engine stating: “THIS AIRCRAFT/ENGINE IS OWNED BY XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF [WILMINGTON TRUST COMPANY], AS SECURITY TRUSTEE”. (s) delivered to Lessor evidence that all necessary stamp duties or other Taxes have been duly and timely paid by Lessee in relation to this Agreement, the Lease Supplement and any other Operative Documents; (t) a Spanish translation of this Lease and the Lease Supplement certified by an approved translator authorized by the Superior Tribunal of Justice of the Federal District of Mexico or by the Council of the Federal Judicature; (u) if applicable, a consent to deregistration and repossession, in the form of a filing receipt (protocolo do RAB) that Lessee (or Initial Sublessee) has filed the IDERA; (v) an Irrevocable Power of AttorneyInitial Sublease with the Aviation Authority, notarized along with its certified sworn translation into Portuguese prepared by a Mexican notary public to be valid and enforceable and otherwise translator in form and substance acceptable to Lessor, but substantially in the form attached hereto as Schedule 11; (w) promptly after Delivery, evidence of the filing and recordation or registration of this LeaseBrazil, the Lease Supplement Subordination Acknowledgment, and any amendments thereto with other appropriate authorities or Government Entities and take such further actions as required by the DGAC Aviation Authority or any other relevant Governmental Entity if and appropriate authorities or Government Entities to perfect Lessor’s interest in the extent required under Applicable Law, Aircraft and the payment Initial Sublease in the State of all fees and Taxes in connection therewith, if anyRegistration; and (xi) the Delivery DocumentsU.S Bankruptcy Court administering Lessee’s currently pending Chapter 11 Cases has entered an order approving this Agreement, and such order is a Final Order.