Common use of LESSOR'S CONDITIONS Clause in Contracts

LESSOR'S CONDITIONS. Lessor's obligation to deliver the Aircraft to Lessee for lease hereunder shall be subject to the receipt of the following documents, in form and substance satisfactory to Lessor, prior to such delivery (unless otherwise provided or waived by Lessor): (a) The Lease, executed by Lessee and Lessor. (b) A copy of resolutions of the Board of Directors of Lessee or other written evidence of appropriate corporate action, certified by a Responsible Officer of Lessee, duly authorizing or ratifying the lease of the Aircraft hereunder and the execution, delivery and performance of this Lease and the Lease Supplement. (c) Lessee shall have delivered to Lessor a certificate executed by a Responsible Officer (i) certifying the incumbency and attaching the signatures of the persons authorized to execute and deliver the Operative Documents on behalf of Lessee, (ii) confirming that all representations and warranties set forth in the Operative Documents are true and accurate, and (iii) authenticating an attached certificate of good standing issued by the appropriate state agency. (d) An Acceptance Certificate for the Aircraft executed by Lessee. (e) A Lease Supplement and Tax Indemnity Agreement for the Aircraft executed by Lessee. (f) A certificate signed by Lessee's insurance brokers evidencing compliance with the insurance provisions of Section 11. (g) Opinions of counsel to Lessee, dated the Delivery Date, in substantially the form of Exhibit E hereto. (h) Such financing statements under the Uniform Commercial Code or other law with respect to the Lease and the Aircraft as shall have been reasonably requested by Lessor. (i) All appropriate action required to have been taken by the Federal Aviation Administration and any other applicable governmental or political agency, subdivision or instrumentality of the United States, on or prior to the Delivery Date in connection with the transactions contemplated by this Lease and the Lease Supplement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Lease and the Lease Supplement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (j) Receipt by Lessor of an appraisal of the Aircraft in form and substance satisfactory to Lessor. (k) Delivery to Lessor by Solitair Corporation of an executed warranty xxxx of sale for the Aircraft in form and substance satisfactory to Lessor. (l) Delivery to Lessor by Solitair Corporation of an executed assignment of warranties for the Aircraft and the Engines in form and substance satisfactory to Lessor. (m) Delivery to the Lessor of a Residual Value Guaranty by Embraer in form and substance satisfactory to Lessor. (n) Delivery to Lessor and Owner Participant of supplemental side letters and agreements in form and substance satisfactory to such parties. (o) Delivery to Lessor of an executed warranty xxxx of sale for Lessee-furnished equipment used in connection with the operation of the Aircraft, if any, in form and substance satisfactory to Lessor.

LESSOR'S CONDITIONS. Lessor's obligation to deliver the Aircraft to Lessee for lease hereunder shall be subject to the receipt of the following documents, in form and substance satisfactory to Lessor, prior to such delivery (unless otherwise provided or waived by Lessorprovided): (a) The Lease, executed by Lessee and Lessor. (b) A copy of resolutions of the Board of Directors of Lessee or other written evidence of appropriate corporate action, certified by a Responsible Officer the Secretary of Lessee, duly authorizing or ratifying the lease of the Aircraft hereunder and the execution, delivery and performance of this Lease and the Lease Supplement. (c) Lessee shall have delivered An incumbency certificate as to Lessor a certificate executed by a Responsible Officer (i) certifying the incumbency and attaching the signatures of the person or persons authorized to execute and deliver this Lease and the Operative Documents on behalf of Lessee, (ii) confirming that all representations and warranties set forth in the Operative Documents are true and accurate, and (iii) authenticating an attached certificate of good standing issued by the appropriate state agencyLease Supplement. (d) An Acceptance Certificate for the Aircraft executed by Lessee. (e) A Lease Supplement and Tax Indemnity Agreement for the Aircraft executed by Lessee. (f) A certificate signed by Lessee's insurance brokers evidencing compliance with the insurance provisions of Section 11. (g) Opinions of counsel to Lessee, dated the Delivery Date, in substantially the form of Exhibit E hereto. (h) Such financing statements under the Uniform Commercial Code or other law with respect to the Lease and the Aircraft as shall have been reasonably requested by Lessor. (i) All appropriate action required to have been taken by the Federal Aviation Administration and any other applicable governmental or political agency, subdivision or instrumentality of the United States, on or prior to the Delivery Date in connection with the transactions contemplated by this Lease and the Lease Supplement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Lease and the Lease Supplement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Delivery Date. (j) Receipt by Lessor of an appraisal of the Aircraft in form and substance satisfactory to Lessor. (k) Delivery to Lessor by Solitair Corporation of an executed warranty xxxx of sale for the Aircraft in form and substance satisfactory to Lessor. (l) Delivery to Lessor by Solitair Corporation of an executed assignment of warranties for the Aircraft and the Engines in form and substance satisfactory to Lessor. (m) Delivery to the Lessor of a Residual Value Guaranty by Embraer in form and substance satisfactory to Lessor. (n) Delivery to Lessor and Owner Participant of supplemental side letters and agreements in form and substance satisfactory to such parties. (o) Delivery to Lessor of an executed warranty xxxx of sale for Lessee-furnished equipment used in connection with the operation of the Aircraft, if any, in form and substance satisfactory to Lessor.