Common use of Delivery of Documents; Delivery Dates Clause in Contracts

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C NPA Joinder and each Second Amendment to Participation Agreement on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Trust, in Schedule A to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class C Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation Agreement. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. (b) On the Issuance Date, upon satisfaction of the conditions set forth in each Second Amendment to Participation Agreement, the Trustee shall purchase the Series C Equipment Notes to be purchased thereunder. The purchase price of each Series C Equipment Note shall equal the principal amount of such Series C Equipment Note. No provisions of the Basic Agreement relating to Postponed Notes shall apply to the Class C Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor AgreementICA Amendment, the Class C NPA Joinder and each Second Amendment to Participation Agreement the PA Amendments on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C B Trust, in Schedule A to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class C B Trust, which amount equals the maximum aggregate principal amount of Series C B Equipment Notes to be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation Agreementthe PA Amendments. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Class C B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C B Trust. (b) On the Issuance Date, upon satisfaction of the conditions set forth in each Second Amendment to Participation AgreementPA Amendment, the Trustee shall purchase the Series C B Equipment Notes to be purchased thereunder. The purchase price of each Series C B Equipment Note shall equal the principal amount of such Series C B Equipment Note. No provisions of the Basic Agreement relating to Postponed Notes shall apply to the Class C B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor ICA Amendment, the Escrow Agreement, the Class C NPA Joinder and each Second Amendment the PA Amendments relating to Participation Agreement the Funded Aircraft on or prior to the date of the initial issuance of the Initial Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder and under the Intercreditor Agreement, Agreement and the NPA, the Class C NPA Joinder and the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C B Trust, in Schedule A I to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Class C B Trust, which amount equals the maximum aggregate principal amount of Series C B Equipment Notes to be purchased on the date hereof pursuant to the PA Amendments relating to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to each Second Amendment to Participation Agreementthe NPA. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Agreement or Sections 4.03, 4.04, 4.05 and 4.06 9.03 or 9.04 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C B Trust. (bi) On the Issuance Date, upon satisfaction of the conditions set forth in the PA Amendment with respect to each Second Amendment to Participation AgreementFunded Aircraft, the Trustee shall purchase the Series C B Equipment Notes to be purchased thereunder. The purchase price of each Series C B Equipment Note shall equal the principal amount of such Series C B Equipment Note. (ii) On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series B Equipment Notes relating to the Pre-Funded Aircraft. No After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series B Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Class B Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class C B Trust. (c) On the Issuance Date, upon satisfaction of the conditions specified in each PA Amendment, the Trustee shall purchase the applicable Series B Equipment Notes relating to the Funded Aircraft to be purchased thereunder. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. (d) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (e) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (f) With respect to the Class B Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor AgreementICA Amendment, the Class C NPA Joinder and each Second Amendment to Participation Agreement the PA Amendments on or prior to the date of the initial issuance of the Initial Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C B Trust, in Schedule A I to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Class C B Trust, which amount equals the maximum aggregate principal amount of Series C B Equipment Notes to be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation Agreementthe PA Amendments. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Agreement or Sections 4.03, 4.04, 4.05 and 4.06 9.03 or 9.04 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C B Trust. (b) On the Issuance Date, upon satisfaction of the conditions set forth in each Second Amendment to Participation AgreementPA Amendment, the Trustee shall purchase the Series C B Equipment Notes to be purchased thereunder. The purchase price of each Series C B Equipment Note shall equal the principal amount of such Series C B Equipment Note. No provisions of the Basic Agreement relating to Postponed Notes shall apply to the Class C B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C NPA Joinder Joinder, and each Second Amendment to Participation Agreement the PA Amendments on or prior to the date of the initial issuance of the Initial Class C Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Trust, in Schedule A I to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class C Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation Agreementthe PA Amendments. Except as provided in Sections 3.03, 3.05 3.04 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 Agreement or Section 4.03 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. (b) On the Issuance Date, upon satisfaction of the conditions set forth in each Second Amendment to Participation AgreementPA Amendment, the Trustee shall purchase the Series C Equipment Notes to be purchased thereunder. The purchase price of each such Series C Equipment Note Notes shall equal the principal amount of such Series C Equipment NoteNotes. No provisions of the Basic Agreement relating to Postponed Notes and Section 2.02(b) of the Basic Agreement shall apply to the Class C Trust. (c) With respect to the Class C Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class C Certificateholders a Special Payments Account as one or more accounts, which shall 17 Trust Supplement No. 2015-1C (Spirit 2015-1 EETC) be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class C Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (d) With respect to the Class C Trust, the second through fifth sentences of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in their entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series C Equipment Notes held in the Class C Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (e) With respect to the Class C Trust, clause (ii) of the sixth sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Company pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, Agreement and the Class C NPA Joinder and each Second Amendment to Participation Agreement on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Applicable Trust, in Schedule A I to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Class C Applicable Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to which may be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation Agreementthe NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Class C Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a5.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Applicable Trust. (b) On the Issuance Date, upon satisfaction of the Trustee shall, subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement (the “Applicable Participation Agreement”) with respect to each Second Amendment Applicable Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the Series C applicable Equipment Notes to be purchased thereunder. The purchase price of each Series C Equipment Note shall equal with the principal amount of such Series C Equipment Note. No provisions proceeds of the Basic Agreement relating to Postponed Notes shall apply to Applicable Certificates on the Class C Trust.Issuance

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C Escrow Agreement, the NPA Joinder and each Second Amendment the PA Amendments relating to Participation Agreement the Funded Aircraft on or prior to the date of the initial issuance of the Initial Class C Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Trust, in Schedule A I to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class C Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to be purchased on the date hereof pursuant to the PA Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to each Second Amendment the NPA with respect to Participation Agreementthe Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.05 3.04 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 Agreement or Section 4.03 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. (ba) On the Issuance Date, upon satisfaction of the conditions set forth in the PA Amendment with respect to each Second Amendment to Participation AgreementFunded Aircraft, the Trustee shall purchase the Series C Equipment Notes to be purchased thereunderthereunder for a purchase price equal to the principal amount of such Series C Equipment Notes. On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series C Equipment Notes relating to the Pre-Funded Aircraft. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the Series C Equipment Notes relating to the applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of each such Series C Equipment Note Notes shall equal the principal amount of such Series C Equipment NoteNotes. No Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series C Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series C Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the last sentence of Section 2.02(a) of the Basic Agreement and the provisions of Section 2.02(b) of the Basic Agreement with respect to the Class C Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02(b) of the Basic Agreement shall apply to the Class C Trust. (b) With respect to the Class C Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class C Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class C Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, Agreement and the Class C NPA Joinder and each Second Amendment to Participation Agreement on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Applicable Trust, in Schedule A I to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Class C Applicable Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to which may be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation Agreementthe NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Class C Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a5.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Applicable Trust. (b) On the Issuance Date, upon satisfaction of the Trustee shall, subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement (the “Applicable Participation Agreement”) with respect to each Second Amendment Applicable Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the Series C applicable Equipment Notes to be purchased thereunderwith the proceeds of the Applicable Certificates on the Issuance Date. The purchase price of each Series C such Equipment Note Notes shall equal the principal amount of such Series C Equipment NoteNotes. No The provisions of this Section 5.01(b) supersede and replace the Basic Agreement relating to Postponed Notes shall apply to the Class C Trust.provisions of

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C Escrow Agreement, the NPA Joinder and each Second Amendment the PA Amendments relating to Participation Agreement the Funded Aircraft on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Class C Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Trust, in Schedule A to the Class C Certificate Purchase Agreement evidencing the entire ownership interest in the Class C Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to be purchased on the date hereof pursuant to the PA Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to each Second Amendment the NPA with respect to Participation Agreementthe Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. (bi) On the Issuance Date, upon satisfaction of the conditions set forth in the PA Amendment with respect to each Second Amendment to Participation AgreementFunded Aircraft, the Trustee shall purchase the Series C Equipment Notes to be purchased thereunderthereunder for a purchase price equal to the principal amount (ii) On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series C Equipment Notes relating to the Pre-Funded Aircraft. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the Series C Equipment Notes relating to the applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of each such Series C Equipment Note Notes shall equal the principal amount of such Series C Equipment NoteNotes. No Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series C Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series C Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Class C Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class C Trust. (c) With respect to the Class C Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class C Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class C Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (d) With respect to the Class C Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series C Equipment Notes held in the Class C Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (e) With respect to the Class C Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The In accordance with the direction of each Certificateholder deemed given pursuant to Section 3.02(h) of this Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C NPA Joinder and each Second Amendment to Participation Agreement on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Trust, in Schedule A I to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Class C Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to which may be purchased on the date hereof by the Trustee pursuant to each Second Amendment to Participation AgreementTrustee. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 Agreement or Section 4.03 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. (b) On the Issuance DateDate the Trustee shall enter into and perform its obligations under the Participation Agreement (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, upon documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. Upon satisfaction of the conditions set forth specified in each Second Amendment to the Applicable Participation Agreement, the Trustee shall purchase the Series C applicable Equipment Notes to be purchased thereunderwith the proceeds of the Certificates on the Issuance Date. The purchase price of each Series C such Equipment Note Notes shall equal the principal amount of such Series C Equipment NoteNotes. No The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class C Trust. (c) With respect to the Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (d) With respect to the Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Equipment Notes held in the Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be sent as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (e) With respect to the Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor AgreementICA Amendment, the Class C Escrow Agreement and the NPA Joinder and each Second Amendment to Participation Agreement on or prior to the date of the initial issuance of the Initial Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder and under the Intercreditor Agreement, Agreement and the NPA, the Class C NPA Joinder and the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C B Trust, in Schedule A I to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Class C B Trust, which amount equals the maximum aggregate principal amount of Series C B Equipment Notes to which may be purchased on the date hereof from time to time by the Trustee pursuant to each Second Amendment to Participation Agreementthe NPA. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Agreement or Sections 4.03, 4.04, 4.05 and 4.06 9.03 or 9.04 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C B Trust. (b) On or after the Issuance Date, upon satisfaction the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in each Second Amendment Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series C B Equipment Notes to be purchased thereunderwith the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of each such Series C B Equipment Note Notes shall equal the principal amount of such Series C B Equipment NoteNotes. No Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series B Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Class B Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class C B Trust. (c) [Reserved]. (d) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (e) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (f) With respect to the Class B Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C Escrow Agreement and the NPA Joinder and each Second Amendment to Participation Agreement on or prior to the date of the initial issuance of the Initial Class B Certificates (the “Issuance 26 Trust Supplement No. 2016-2B Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C B Trust, in Schedule A I to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class C B Trust, which amount equals the maximum aggregate principal amount of Series C B Equipment Notes to be purchased on the date hereof pursuant to the Participation Agreement Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to each Second Amendment the NPA with respect to Participation Agreementthe Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement, Agreement or Sections 4.03, 4.04, 4.04 and 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C B Trust. (bi) On the Issuance Date, upon satisfaction of the conditions set forth in the Participation Agreement Amendment with respect to each Second Amendment Funded Aircraft, the Trustee shall purchase the Series B Equipment Notes to be purchased thereunder for a purchase price equal to the principal amount of such Series B Equipment Notes. (ii) On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series B Equipment Notes relating to the Pre-Funded Aircraft. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the Series C B Equipment Notes relating to be purchased thereunderthe applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of each such Series C B Equipment Note Notes shall equal the principal amount of such Series C B Equipment NoteNotes. No Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series B Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02(b) of the Basic Agreement with respect to the Class B Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class C B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Class C Escrow Agreement, the NPA Joinder and each Second Amendment the PA Amendments relating to Participation Agreement the Funded Aircraft on or prior to the date of the initial issuance of the Initial Class C Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the Class C NPA Joinder and the Participation Agreementsthereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class C Trust, in Schedule A I to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class C Trust, which amount equals the maximum aggregate principal amount of Series C Equipment Notes to be purchased on the date hereof pursuant to the PA Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to each Second Amendment the NPA with respect to Participation Agreementthe Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.05 3.04 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 Agreement or Section 4.03 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange CertificatesSupplement, the Trustee shall not execute, authenticate or deliver Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. (b) On the Issuance Date, upon satisfaction of the conditions set forth in the PA Amendment with respect to each Second Amendment to Participation AgreementFunded Aircraft, the Trustee shall purchase the Series C Equipment Notes to be purchased thereunderthereunder for a purchase price equal to the principal amount of such Series C Equipment Notes. On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series C Equipment Notes relating to the Pre-Funded Aircraft. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the Series C Equipment Notes relating to the applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of each such Series C Equipment Note Notes shall equal the principal amount of such Series C Equipment NoteNotes. No Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series C Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series C Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 7.01(b) supersede and replace the last sentence of Section AMERICAS 94409275 v12 (2K) 17 Trust Supplement No. 2017-1C (Spirit 2017-1 EETC) 2.02(a) of the Basic Agreement and the provisions of Section 2.02(b) of the Basic Agreement with respect to the Class C Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02(b) of the Basic Agreement shall apply to the Class C Trust.