TO A LEASED AIRCRAFT, IN
ADDITION TO (VI), (1) BUYER SHALL HAVE RECEIVED EVIDENCE FROM [...***...] COUNSEL
THAT THERE ARE NO RECORDED (AT THE CAA REGISTRY OR THE INTERNATIONAL REGISTRY)
SECURITY INTERESTS AFFECTING SUCH AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF
(EXCEPT FOR ANY PROSPECTIVE CONTRACT OF SALE IN FAVOR OF BUYER PURSUANT TO THIS
AGREEMENT), AND (2) BUYER SHALL HAVE RECEIVED A COPY OF THE LEASE TERMINATION
DOCUMENT EXECUTED BY THE LESSEE AND THE RESPECTIVE LESSOR EFFECTING TERMINATION
OF THE RESPECTIVE LEASE AGREEMENT.
(VIII)
WITH RESPECT TO A LEASED AIRCRAFT, SELLER
SHALL PROVIDE CONFIRMATION OF THE DEREGISTRATION OF SUCH LEASED AIRCRAFT FROM
[...***...], TOGETHER WITH CONFIRMATION THAT THE CAA HAS NOTIFIED THE FAA OF SUCH
DEREGISTRATION, WHICH NOTICE AND CONFIRMATION SHALL BE IN SUCH FORM AND HAVE
SUCH CONTENT AS SHALL MEET THE REQUIREMENTS OF THE FAA FOR REGISTRATION OF CIVIL
AIRCRAFT IN THE UNITED STATES.
(IX)
NO TOTAL LOSS SHALL HAVE OCCURRED
WITH RESPECT TO SUCH AIRCRAFT.
(X)
AT THE TIME OF (1) TECHNICAL
ACCEPTANCE OF EACH AIRCRAFT BUYER SHALL BE REASONABLY SATISFIED THAT THE
AIRCRAFT MEETS THE DELIVERY CONDITIONS, AND (2) DELIVERY AT THE DELIVERY
LOCATION, BUYER SHALL BE REASONABLY SATISFIED WITH RECTIFICATION OF ITEMS, IF
ANY, TO BE RECTIFIED BY SELLER PURSUANT TO ARTICLES 3.4, 5.1 AND 5.2, SUBJECT,
HOWEVER, TO SELLER'S RIGHTS THEREUNDER.
(XI)
NO CHANGE HAVING OCCURRED AFTER THE
DATE OF THIS AGREEMENT IN ANY APPLICABLE LAW OR REGULATION (OR IN THE
INTERPRETATION THEREOF) WHICH WOULD MAKE IT ILLEGAL FOR BUYER TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH
IT IS A PARTY (AND ANY OTHER DOCUMENTS TO BE ENTERED INTO PURSUANT HERETO);
PROVIDED THAT IF ANY SUCH CHANGE HAS OCCURRED, THE PARTIES MAY, BUT SHALL NOT BE
OBLIGATED TO, USE ALL REASONABLE COOPERATIVE ENDEAVOURS TO RESTRUCTURE THE
TRANSACTION CONTEMPLATED BY SUCH DOCUMENTS SO AS TO AVOID THE AFOREMENTIONED
ILLEGALITY OR MATERIAL PREJUDICE.
19
(XII)
SELLER SHALL HAVE DELIVERED TO BUYER
SUCH DOCUMENTS AND CERTIFICATES AS BUYER MAY REASONABLY REQUEST, AND AS IT IS
ENTITLED OR REQUIRED UNDER APPLICABLE LAW TO PROVIDE, IN CONNECTION WITH ANY
CLAIM FOR EXEMPTION FROM OR A REDUCED RATE APPLICABLE TO ANY BUYER TAXES FOR
WHICH BUYER MAY BE RESPONSIBLE BY APPLICABLE LAW OR UNDER THIS AGREEMENT.
8.2
CONDITIONS TO
SELLER'S OBLIGATIONS
With respect to each Aircraft, the following (with the exception of
Article 8.2(xi) below, which shall be a condition precedent to the effectiveness
of this Agreement) will be conditions precedent to SELLER's obligation to sell
such Aircraft to BUYER, which BUYER hereby undertakes in good faith to cause to
occur or be true and correct upon the Sale of such Aircraft:
(I)
RECEIPT BY BUYER OF THE BALANCE
OF THE COMMITMENT FEE IN ACCORDANCE WITH ARTICLE 4.1 ABOVE.
(II)
BUYER WILL HAVE PAID TO SELLER THE
BALANCE OF THE SALE PRICE FOR SUCH AIRCRAFT IN ACCORDANCE WITH ARTICLE 4.3.
(III)
THAT THE REPRESENTATIONS AND
WARRANTIES OF BUYER SET OUT IN ARTICLE 14 SHALL BE TRUE AND ACCURATE