Common use of Entering into Financing Agreements Clause in Contracts

Entering into Financing Agreements. Upon receipt of a Delivery Notice, the Pass Through Trustees shall, and shall cause the Subordination Agent to, enter into and perform their obligations under the Participation Agreement and other instructions specified in such Delivery Notice, provided that with respect to each Aircraft to be financed: (i) the Participation Agreement and related Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto, and the amortization schedule for each Equipment Note shall be as set forth in the relevant table attached as part of Schedule III hereto, and (ii) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto. Notwithstanding the foregoing, an Indenture and the form of Indenture annexed hereto may be modified to the extent required for the issuance of Equipment Notes pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Applicable Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith. With respect to each Aircraft, the Company shall cause U.S. Bank (or such other Person that meets the eligibility requirements to act as loan trustee under the Indenture) to execute as Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft together with a true and complete set of the closing documentation (including legal opinions) delivered to the related Loan Trustee, Subordination Agent and Pass Through Trustee under the related Participation Agreement.

Entering into Financing Agreements. Upon receipt On the Class B Issuance Date, each of a Delivery Noticethe Class AA Pass Through Trustee, the Class A Pass Through Trustees Trustee and the Class B Pass Through Trustee shall, and shall cause the Subordination Agent to, enter into a First Amendment to Participation Agreement to each Participation Agreement and perform their obligations under the each Participation Agreement and other instructions specified in such Delivery Noticeas amended thereby; provided that, provided that with respect to each Aircraft to be financed: (i) , the applicable First Amendment to Participation Agreement and related the applicable First Amendment to Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto, hereto and (x) the amortization schedule for each Series B Equipment Note shall be as set forth in the relevant table attached as part of Schedule III hereto, hereto and (iiy) the relevant Financing Agreements shall provide for the purchase by the applicable Class B Pass Through Trustee of Series B Equipment Notes of the related series in the principal amounts specified in Schedule III hereto. Notwithstanding the foregoing, an Indenture and the form of Indenture annexed hereto Financing Agreements with respect to any Aircraft may be modified to the extent required for the issuance, the successive repayment and issuance or the successive redemption and issuance, as applicable, of Equipment Notes or Additional Series Equipment Notes, as the case may be, pursuant to Section 4(a)(v3(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Applicable Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith. With respect to each Aircraft, the Company shall cause U.S. Bank WTC (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to Amended and Restated Note Purchase Agreement the financing of each Aircraft Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the related applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust then in existence under the related applicable Participation Agreement.

Entering into Financing Agreements. Upon receipt of a Delivery NoticeOn the Issuance Date, the each Pass Through Trustees Trustee of each Pass Through Trust shall, and shall cause the Subordination Agent to, enter into and perform their obligations under the each applicable Participation Agreement and other instructions specified in such Delivery NoticeAgreement; provided that, provided that with respect to each Aircraft to be financed: (i) , the applicable Participation Agreement and related the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto, and the amortization schedule for each Equipment Note shall be as set forth in the relevant table attached as part of Schedule III hereto, and (ii) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto. Notwithstanding the foregoing, an Indenture and the form of Indenture annexed hereto Financing Agreements with respect to any Aircraft may be modified to the extent required for the issuance or the successive redemption and issuance, as applicable, of Equipment Notes or Additional Series Equipment Notes, as the case may be, pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Applicable Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith. With respect to each Aircraft, the Company shall cause U.S. Bank WTC (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the related applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust then in existence under the related applicable Participation Agreement.

Entering into Financing Agreements. Upon receipt of a Delivery NoticeOn the Issuance Date, the each Pass Through Trustees Trustee of each Pass Through Trust shall, and shall cause the Subordination Agent to, enter into and perform their obligations under the each applicable Participation Agreement and other instructions specified in such Delivery NoticeAgreement; provided that, provided that with respect to each Aircraft to be financed: (i) , the applicable Participation Agreement and related the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto, and the amortization schedule for each Equipment Note shall be as set forth in the relevant table attached as part of Schedule III hereto, and (ii) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto. Notwithstanding the foregoing, an Indenture and the form of Indenture annexed hereto Financing Agreements with respect to any Aircraft may be modified to the extent required for the issuance, the successive repayment and issuance or the successive redemption and issuance, as applicable, of Equipment Notes or Additional Series Equipment Notes, as the case may be, pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Applicable Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith. With respect to each Aircraft, the Company shall cause U.S. Bank WTC (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the related applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust then in existence under the related applicable Participation Agreement.

Entering into Financing Agreements. Upon receipt of a Delivery NoticeFunding Notice with respect to a Pre-Funded Aircraft, the each Pass Through Trustees Trustee shall, and shall cause the Subordination Agent to, enter into and perform their obligations under the each 6 Amended and Restated Note Purchase Agreement (Spirit 2017-1 EETC) Exhibit 4.7 applicable Participation Agreement and follow the other instructions specified in such Delivery Funding Notice; provided that, provided that with respect to each Pre-Funded Aircraft to be financed: (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation Agreement and related the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto, hereto and (x) the amortization schedule for each Equipment Note issued under such Indenture shall be as set forth in the relevant table attached as part of Schedule III hereto, hereto and (iiy) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto; (ii) subject to clauses (iii) and (iv) immediately below, if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation to each Pass Through Trustee on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Aircraft or with respect to material modifications of the forms of the Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any; (iii) the applicable Financing Agreements, as executed and delivered, shall comply with the Required Terms; and (iv) the Company is not required to obtain or deliver a Rating Agency Confirmation or a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are not material or that are expressly permitted by the Required Terms or by Section 5(e) of this Note Purchase Agreement. Notwithstanding the foregoing, an Indenture (x) the Financing Agreements with respect to any Aircraft and the form forms of Indenture Financing Agreements annexed hereto may be modified to the extent required for the issuance, redemption and issuance or payment and issuance, as applicable, of new Series A Equipment Notes, new Series B Equipment Notes, new Series C Equipment Notes or one or more series of Additional Series Equipment Notes or one or more series of new Additional Series Equipment Notes, as the case may be, pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Applicable Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is not required to deliver a 7 Amended and Restated Note Purchase Agreement (Spirit 2017-1 EETC) Exhibit 4.7 certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications of the Financing Agreements contemplated by this sentence. With respect to each Pre-Funded Aircraft, the Company shall cause U.S. Bank WTNA (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Pre-Funded Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft Pre-Funded Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the related applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee under the related applicable Participation Agreement.. (e)