Common use of Certain Closing Certificates Clause in Contracts

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Series B C Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive or any other applicable committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Indenture Amendment, the Series B C Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B C Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B C Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B C Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B C Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or the Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each such Pass Through Trustee shall have received the following: (i) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the such Pass Through Trustees Trustee as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) (x) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive or any other applicable committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, Agreement and the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B Closing Date and (y) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of Guarantor, certifying as to (A) a copy of the resolutions of the Board of Directors of Guarantor or the executive or any other applicable committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by Guarantor of the Guarantee and each other document required to be executed and delivered by Guarantor in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of Guarantor, as in effect on the Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of Company and the Company Guarantor in such state; (iii) an incumbency certificate of the (x) Company as to the person or persons authorized to execute and deliver this AmendmentAgreement, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by Company in connection with the Company transactions contemplated hereby and thereby, and the specimen signatures of such person or persons and (y) Guarantor as to the person or persons authorized to execute and deliver the Guarantee and each other document to be executed by Guarantor in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each such Pass Through Trustee shall have received the following: (i) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary a Director of the CompanyOwner, certifying as to (A) a copy of the resolutions of the Directors of the Owner duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Owner of this Agreement, the Indenture, the Aircraft Security Documents to which the Owner is a party, the Lease and each other document required to be executed and delivered by the Owner in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and memorandum and articles of association of the Owner, as in effect on the Closing Date; (ii) a certificate or other evidence from the Cayman Islands Registry of Companies, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Owner in such country; (iii) an incumbency certificate of the Owner as to the person or persons authorized to execute and deliver this Agreement, the Indenture, the Aircraft Security Documents to which the Owner is a party, the Lease and each other document to be executed by the Owner in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; (iv) a certificate dated the Closing Date an officer of LATAM, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof LATAM duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company LATAM of this AmendmentAgreement, the First Indenture AmendmentLease, the Series B Equipment Notes Aircraft Security Documents to which LATAM is a party and each other document required to be executed and delivered by the Company LATAM in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the CompanyLATAM, as in effect on the Series B Closing Date; (iiv) a certificate or other evidence (Copia de Inscripción con Vigencia) from the Secretary Sxxxxxxx Registry of State of the State of DelawareCommerce (Registro de Comercio dx Xxxxxxxx), dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of the Company LATAM in such statecountry; (iiivi) an incumbency certificate of the Company LATAM as to the person or persons authorized to execute and deliver this AmendmentAgreement, the First Indenture AmendmentLease, the Series B Equipment Notes Aircraft Security Documents to which LATAM is a party and each other document to be executed by the Company LATAM in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and; (ivvii) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the such Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case Financing Agreements to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby; (viii) [Reserved]. (ix) [Reserved].

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive or any other applicable committee thereof duly authorizing the transactions 5 Participation Agreement (Spirit 2017-1 EETC) [Reg. No.] contemplated hereby and the execution, delivery and performance by the Company of this Amendment, Agreement and the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this AmendmentAgreement, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or the Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Series B Closing Date of the Corporate Secretary or an Assistant Corporate Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive or any other applicable committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Series B C Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Second Indenture Amendment, the Series B C Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B C Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B C Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Second Indenture Amendment, the Series B C Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Second Indenture Amendment, the Series B C Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Series B C Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Indenture Amendment, the Series B C Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B C Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B C Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B C Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B C Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.