Conditions of the Obligations of the Initial Purchaser. The Initial Purchaser's obligations to purchase and pay for the Offered Notes pursuant to this Agreement are subject to the following conditions: (a) On the Closing Date, the Initial Purchaser shall have received an opinion of Hughes Hubbard & Reed LLP, counsel for the Company, dated the Closing ▇▇▇▇, ▇▇ ▇▇▇▇ an▇ ▇▇bstance reasonably satisfactory to the Initial Purchaser. (b) On the Closing Date, the Initial Purchaser shall have received an opinion of the General Counsel of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (c) On the Closing Date, the Initial Purchaser shall have received an opinion of Richards, Layton & Finger, P.A., counsel for Wilmington Trust Company, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇nd as Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (d) On ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇inion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Liquidity Provi▇▇▇ ▇▇d t▇▇ ▇▇▇uidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (e) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Liquidity Provider and the Liquidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (f) On the Closing Date, the Initial Purchaser shall have received an opinion of Latham & Watkins, special New York counsel for the Policy Provider, d▇▇▇▇ ▇he ▇▇▇▇▇▇▇ Date, in form and substance reasonably satisfactory to the Initial Purchaser. (g) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Policy Provider, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (h) On the Closing Date, the Initial Purchaser shall have received an opinion of Lytle, Soule & Curlee, special counsel in Oklahoma City, Oklahoma, da▇▇▇ ▇he ▇▇▇▇ing ▇▇▇▇, in form and substance reasonably satisfactory to the Initial Purchaser. (i) On the Closing Date, the Initial Purchaser shall have received an opinion as to the perfection of the security interest in the Collateral of Richards, Layton & Finger, P.A., dated the Closing Date, in form and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ably satisfactory to the Initial Purchaser. (j) On the Closing Date, the Initial Purchaser shall have received an opinion of Milbank, Tweed, Hadley & McCloy LLP, counsel for the Initial Purchaser, dated the Clo▇▇▇▇ ▇ate, ▇▇▇▇ respect to the validity of the Offered Notes, the Final Memorandum, the exemption from registration for the offer and sale of the Offered Notes to the Initial Purchaser as contemplated hereby and other related matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (k) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries considered as one enterprise that, in the Initial Purchaser's judgment, is material and adverse and that makes it, in the Initial Purchaser's judgment, impracticable to market the Offered Notes on the terms and in the manner contemplated by the Final Memorandum. (l) The Initial Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by the President or any Vice President of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date as if made on the Closing Date (except to the extent that they relate solely to an earlier date, in which case they shall be true and accurate as of such earlier date), that the Company has performed all its obligations to be performed hereunder on or prior to the Closing Date and that, subsequent to the execution and delivery of this Agreement, there shall not have occurred any material adverse change, or any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries considered as one enterprise, except as set forth in or contemplated by the Final Memorandum. (m) The Initial Purchaser shall have received from Ernst & Young LLP a letter, dated the date hereof, in form and substance satisfactory to the Initial Purchaser. (n) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any downgrading in the rating accorded any of the Company's securities (except for any pass through certificates) by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, or any public announcement that any such organization has under surveillance or review, in each case for possible change, its ratings of any such securities other than pass through certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating). (o) SH&E shall have furnished to the Initial Purchaser a letter, addressed to the Company and dated the Closing Date, confirming that SH&E and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (p) At the Closing Date, each of the Execution Documents shall have been duly executed and delivered by each of the parties thereto; and the representations and warranties of the Company contained in each of such executed Execution Documents shall be true and correct as of the Closing Date (except to the extent that they relate solely to an earlier date, in which case they shall be true and correct as of such earlier date) and the Initial Purchaser shall have received a certificate of the President or a Vice President of the Company, dated as of the Closing Date, to such effect. (q) On the Closing Date, the Offered Notes shall be rated "B1" by Moody's Investors Service, Inc. (r) The Initial Purchaser shal▇ ▇▇▇▇ received from Ernst & Young LLP a letter, dated the Closing Date, which meets the requirements of subsection (m) of this Section 3, except that the specified date referred to in such subsection will be a date not more than three business days prior to the Closing Date for the purposes of this subsection. (s) On the Closing Date (a) Amendment No. 1 to Security Agreement shall have been duly filed for recordation with the FAA in accordance with the Federal Aviation Act and (b) each Financing Statement shall have been duly filed in the appropriate jurisdiction. The Company will furnish the Initial Purchaser with such conformed copies of such opinions, certificates, letters and documents as the Initial Purchaser reasonably requests.
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Conditions of the Obligations of the Initial Purchaser. The Initial Purchaser's obligations to purchase and pay for the Offered Notes Securities pursuant to this Agreement are subject to the following conditions:
(a) On the Closing Date, the Initial Purchaser shall have received an opinion of Hughes Hubbard ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Reed ▇▇▇▇ LLP, counsel for the Company, dated the Closing ▇▇▇▇Date, ▇▇ ▇▇▇▇ an▇ ▇▇bstance in form and substance reasonably satisfactory to the Initial Purchaser.
(b) On the Closing Date, the Initial Purchaser shall have received an opinion of the General Counsel of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(c) On the Closing Date, the Initial Purchaser shall have received an opinion of Richards▇▇▇▇▇▇▇▇, Layton ▇▇▇▇▇▇ & Finger, P.A., counsel for Wilmington Trust Company, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇nd individually and as Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(d) On ▇▇▇ ▇the Closing Date, the Initial Purchaser shall have received an opinion of Milbank, Tweed, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇& ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇inion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Liquidity Provi▇▇▇ ▇▇d t▇▇ ▇▇▇uidity Provider and the Liquidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(e) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Liquidity Provider and the Liquidity Provider Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(f) On the Closing Date, the Initial Purchaser shall have received an opinion of Latham ▇▇▇▇▇▇ & Watkins▇▇▇▇▇▇▇, special New York counsel for the Policy Provider, d▇▇▇▇ ▇he ▇▇▇▇▇▇▇ dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(g) On the Closing Date, the Initial Purchaser shall have received an opinion of in-house counsel for the Policy Provider, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(h) On the Closing Date, the Initial Purchaser shall have received an opinion of Lytle▇▇▇▇▇, Soule ▇▇▇▇▇ & Curlee▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, da▇▇▇ ▇he ▇▇▇▇ing ▇▇▇▇dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.
(i) On the Closing Date, the Initial Purchaser shall have received an opinion as to the perfection of the security interest in the Collateral of RichardsMilbank, Layton & FingerTweed, P.A., dated the Closing Date, in form and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ably satisfactory to the Initial Purchaser.
(j) On the Closing Date, the Initial Purchaser shall have received an opinion of Milbank, Tweed, Hadley & McCloy ▇ LLP, counsel for the Initial Purchaser, dated the Clo▇▇▇▇ ▇ateClosing Date, ▇▇▇▇ with respect to the validity of the Offered NotesSecurities, the Final Memorandum, the exemption from registration for the offer and sale of the Offered Notes Securities to the Initial Purchaser as contemplated hereby and other related matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.
(kj) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries considered as one enterprise that, in the Initial Purchaser's judgment, is material and adverse and that makes it, in the Initial Purchaser's judgment, impracticable to market the Offered Notes Securities on the terms and in the manner contemplated by the Final Memorandum.
(k) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Policy Provider and its subsidiaries considered as one enterprise that, in the Initial Purchaser's judgment, is material and adverse and that makes it, in the Initial Purchaser's judgment, impracticable to market the Offered Securities on the terms and in the manner contemplated by the Final Memorandum.
(l) The Initial Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by the President or any Vice President of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date as if made on the Closing Date (except to the extent that they relate solely to an earlier date, in which case they shall be true and accurate as of such earlier date), that the Company has performed all its obligations to be performed hereunder on or prior to the Closing Date and that, subsequent to the execution and delivery of this Agreement, there shall not have occurred any material adverse change, or any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries considered as one enterprise, except as set forth in or contemplated by the Final Memorandum.
(m) As of the Closing Date, the representations and warranties of the Policy Provider contained in the Indemnification Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent that they relate solely to an earlier or later date, in which case they shall be true and correct as of such earlier or later date) and the Initial Purchaser shall have received a certificate of the President or a Vice President of the Policy Provider, dated the Closing Date, to such effect.
(n) The Initial Purchaser shall have received from Ernst & Young LLP a letter, dated the date hereof, in form and substance satisfactory to the Initial Purchaser.
(no) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any downgrading in the rating accorded any of the Company's securities (except for any pass through certificates) by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, or any public announcement that any such organization has under surveillance or review, in each case for possible change, its ratings of any such securities other than pass through certificates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).
(op) SH&E shall have furnished to the Initial Purchaser a letter, addressed to the Company and dated the Closing Date, confirming that SH&E and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.
(pq) At the Closing Date, each of the Execution Documents Operative Agreements shall have been duly executed and delivered by each of the parties thereto; and the representations and warranties of the Company contained in each of such executed Execution Documents Operative Agreements shall be true and correct as of the Closing Date (except to the extent that they relate solely to an earlier date, in which case they shall be true and correct as of such earlier date) and the Initial Purchaser shall have received a certificate of the President or a Vice President of the Company, dated as of the Closing Date, to such effect.
(qr) On the Closing Date, the Offered Notes Securities shall be rated "B1Aaa" by Moody's ▇▇▇▇▇'▇ Investors Service, Inc.
(rs) The Initial Purchaser shal▇ ▇▇▇▇ shall have received from Ernst & Young LLP a letter, dated the Closing Date, which meets the requirements of subsection (mn) of this Section 3, except that the specified date referred to in such subsection will be a date not more than three business days prior to the Closing Date for the purposes of this subsection.
(st) On the Closing Date (a) Amendment No. 1 to the Security Agreement shall have been duly filed for recordation with the FAA in accordance with the Federal Aviation Act and (b) each Financing Statement shall have been duly filed in the appropriate jurisdiction. The Company will furnish the Initial Purchaser with such conformed copies of such opinions, certificates, letters and documents as the Initial Purchaser reasonably requests.
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