Common use of Due Authorization; No Violations Clause in Contracts

Due Authorization; No Violations. The execution, delivery and performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. Bank, Loan Trustee, Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank is located and which governs the banking and trust powers of U.S. Bank or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association or by-laws of U.S. Bank and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles charter of association or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, Loan Trustee, Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this AgreementAmendment, the First Indenture Amendment, the Series B Equipment Notes, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations hereunder or thereunder and the consummation on the Series B Closing Date or the Issuance Date, as the case may be, of the transactions contemplated hereby or thereby, and the authentication of the Series B Equipment Notes and the Pass Through Certificates, respectively, Class B Certificates to be delivered on the Series B Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, Loan Trustee, Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, Loan Trustee, Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the applicable Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the applicable Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles charter of association or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this AgreementAmendment, the First Indenture Amendment, the Series C Equipment Notes and each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations hereunder or thereunder and the consummation on the Series C Closing Date or the Issuance Date, as the case may be, of the transactions contemplated hereby or thereby, and the authentication of the Series C Equipment Notes and the Pass Through Certificates, respectively, Class C Certificates to be delivered on the Series C Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTNA, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTNA is located and which governs the banking and trust powers of U.S. Bank WTNA or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTNA and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date, the Original Issuance Date or the Class C Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, delivered or to be delivered on the Closing Date, the Original Issuance Date or the Class C Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this AgreementAmendment, the Second Indenture Amendment, the Series C Equipment Notes and each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations hereunder or thereunder and the consummation on the Series C Closing Date or the Issuance Date, as the case may be, of the transactions contemplated hereby or thereby, and the authentication of the Series C Equipment Notes and the Pass Through Certificates, respectively, Class C Certificates to be delivered on the Series C Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this AgreementAmendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations hereunder or thereunder and the consummation on the Series B Closing Date or the Issuance Date, as the case may be, of the transactions contemplated hereby or thereby, and the authentication of the Series B Equipment Notes and the Pass Through Certificates, respectively, Class B Certificates to be delivered on the Series B Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, Loan Trustee, Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, Loan Trustee, Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTNA, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTNA is located and which governs the banking and trust powers of U.S. Bank WTNA or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Participation Agreement (Spirit 2015-1 EETC) [Reg. No.] Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTNA and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTNA, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTNA is located and which governs the banking and trust powers of U.S. Bank WTNA or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTNA and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to 20 Participation Agreement (Spirit 2017-1 EETC) [Reg. No.] which any of U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this AgreementAmendment, the First Indenture Amendment, the Series C Equipment Notes, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations hereunder or thereunder and the consummation on the Series C Closing Date or the Issuance Date, as the case may be, of the transactions contemplated hereby or thereby, and the authentication of the Series C Equipment Notes and the Pass Through Certificates, respectively, Class C Certificates to be delivered on the Series C Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents Financing Agreements and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles charter of association or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected. 20 Participation Agreement (American Airlines 2021-1 EETC) [Reg. No.]

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date, the Original Issuance Date or the Class C Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, delivered or to be delivered on the Closing Date, the Original Issuance Date or the Class C Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTNA, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTNA is located and which governs the banking and trust powers of U.S. Bank WTNA or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTNA and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each such Pass Through Trustee, as the case may be, (ii) and do not violate any law or Participation Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTNA, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTNA, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTNA is located and which governs the banking and trust powers of U.S. Bank WTNA or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTNA and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTNA, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

Due Authorization; No Violations. The execution, delivery and performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this AgreementAmendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents and each of the Pass Through Documents to which U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. BankWTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of its obligations hereunder or thereunder and the consummation on the Series B Closing Date or the Issuance Date, as the case may be, of the transactions contemplated hereby or thereby, and the authentication of the Series B Equipment Notes and the Pass Through Certificates, respectively, Class B Certificates to be delivered on the Series B Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of U.S. BankWTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee, as the case may be, (ii) do not violate any law or regulation of the United States or of the state of the United States in which U.S. Bank WTC is located and which governs the banking and trust powers of U.S. Bank WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will not violate any provision of the articles of association charter or by-laws of U.S. Bank WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of U.S. BankWTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.