Common use of Assumption of Obligations of Owner Trustee by the Company Clause in Contracts

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option Date, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to in the opinion of counsel specified in Section (h) above with the FAA, the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option DateAircraft, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumptionassumption and provided, further, that such opinion may contain qualifications of the tenor contained in the opinion of Vinsxx & Xlkixx X.X.P. relating to said Section 1110 delivered pursuant to Section 4(a)(xi) of the Participation Agreement on the Delivery Date; (h) an opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -30- 37 liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to in the opinion of counsel specified in Section (h) above with the FAA, the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option DateAircraft, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; ; TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -29- 36 (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an assumption and provided, further, that such opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption may contain qualifications of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to tenor contained in the opinion relating to said Section 1110 delivered pursuant to Section 4(a)(xi) of counsel specified in Section (h) above with the FAA, Participation Agreement on the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.Delivery Date;

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option DateAircraft, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; ; TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -29- 36 (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an assumption and provided, further, that such opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption may contain qualifications of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to tenor contained in the opinion of counsel specified in Vinsxx & Xlkixx X.X.P. relating to said Section (h1110 delivered pursuant to Section 4(a)(xi) above with of the FAA, Participation Agreement on the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.Delivery Date;

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option DateAircraft, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; ; TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -29- 36 (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an assumption and provided, further, that such opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption may contain qualifications of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to tenor contained in the opinion relating to said Section 1110 delivered pursuant to Section 4(a)(xi) of counsel specified in Section (h) above with the FAA, Participation Agreement on the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.Delivery Date;

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement Indenture in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on pursuant to Section 8(l) of the Special Purchase Option DateParticipation Agreement and, and if on or prior to the Special Purchase Option EBO Date or the date specified in the notice given by the Company pursuant to Section 9(a)(3) of the Lease, as the case may be (the each such date being an "Assumption Date"): (a) the Company shall have delivered to the Indenture Trustee a certificate, dated the Assumption Date, of a Responsible Company Officer stating that the Company has paid to the Owner Trustee all amounts required to be paid to the Owner Trustee pursuant to Section 19(b)(1) of the Lease in connection with such purchase and assumption; (b) no event which constitutes or, with the lapse of time or notice, or both, would become, an Event of Default under this Indenture after giving effect to the indenture supplement referred to below shall have occurred and be continuing immediately subsequent to such purchase or assumption and the Indenture Trustee shall have received a certificate, dated the Assumption Date, of a Responsible Company Officer to such effect; (c) the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant , on or prior to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, evidence of all filings, recordings and other action referred to in the Opinion or Opinions of Counsel referred to below; Indenture-38 (1995 777 C) (d) the Indenture Trustee shall have received an Opinion or Opinions of Counsel for the Company, dated the Assumption Date, which without unusual qualification shall be to the effect that, after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type indenture supplement referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date;below: (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents constitutes the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations obligation of the Company, enforceable against the Company enforceable in accordance with their its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; for in this Indenture; (ii) the Aircraft is duly registered in compliance with applicable law; (iii) the Assumption Agreement, such supplement Lien on the Aircraft constitutes a fully perfected Lien and all such filing, recording or other documents action (specifying the same) necessary to perfect and instruments referred to above do not and will not contravene any provision protect the Lien of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and this Indenture has been accomplished; (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption Aircraft; provided that such opinion may contain qualifications of the obligations by the Company, provided, that tenor contained in the opinion referred of special counsel for the Company delivered pursuant to in this clause (ivSection 4(a)(xi)(b) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to Participation Agreement on the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Delivery Date, (i) to the effect that all documents executed in connection with the assumption of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (iv) no Holder will be required to recognize gain or loss for tax purposes in connection with such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoingassumption; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to in the opinion of counsel specified in Section (h) above with the FAA, the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.and

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option DateAircraft, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to in the opinion of counsel specified in Section (h) above with the FAA, the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.

Assumption of Obligations of Owner Trustee by the Company. In the event that the Company shall have elected to assume all of the rights and obligations of the Owner Trustee under this Agreement in respect of the Certificates pursuant to Section 8(r) of the Participation Agreement in connection with the purchase by the Company of the Aircraft on the Special Purchase Option Date, and if on or prior to the Special Purchase Option Date (the "Assumption Date") the Indenture Trustee shall have received: (a) an instrument of assumption (the "Assumption Agreement") pursuant to which the Company irrevocably and unconditionally assumes and undertakes, with full recourse to the Company, the Owner Trustee's obligations with respect to principal, interest, Break Amount, Premium and all other amounts payable to the Holders or the Indenture Trustee under the Certificates then Outstanding, this Agreement, and the Participation Agreement and which incorporates therein events of default substantially similar in scope and effect to those set forth in the Lease and covenants substantially similar to the covenants of the Company under the Lease and the Participation Agreement; (b) a supplement to this Agreement and/or such other instruments and documents (including, without limitation, Uniform Commercial Code financing statement(s)) covering all of the security interests created by or pursuant to this Indenture that are not covered by the recording system established by the Federal Aviation Act as may be necessary (or reasonably requested by the Indenture Trustee) for the security interest of the Indenture Trustee in the Aircraft and in the other rights, property and interests included in the Indenture Estate (other than those rights, property and interests that depend on the existence of the Trust Estate and the participation of the Owner Trustee and Owner Participant in the transactions contemplated by the Participation Agreement and this Indenture) to continue to be perfected and duly recorded with the Federal Aviation Administration and in all other places necessary TRUST INDENTURE AND SECURITY AGREEMENT [N397SWN396SW] -31- 38 or, in the reasonable opinion of the Indenture Trustee, advisable under the Uniform Commercial Code; (c) an insurance report dated the Assumption Date of the independent insurance broker referred to in Section 11.5 of the Lease and the certificates of insurance, each in form and substance reasonably satisfactory to the Indenture Trustee as to the due compliance as of the Assumption Date with the terms of Section 11 of the Lease (as it relates to the Holders and the Indenture Trustee) relating to the insurance with respect to the Aircraft; (d) evidence that as of the Assumption Date, and after giving effect to the transactions contemplated hereby, the Company has good title to the Aircraft free and clear of all Liens other than the Lien of, and the security interest created by, this Indenture and other Permitted Liens (other than Lessor Liens); (e) a copy of the application that was filed with the FAA on the Assumption Date regarding the registration of the Aircraft in the name of the Company; (f) a certificate from a Responsible Company Officer of the Company that no Lease Default of the type referred to in Section 14.1 or 14.5 of the Lease or Lease Event of Default shall have occurred and be continuing as of the Assumption Date; (g) an opinion of the General Counsel of the Company (or other counsel reasonably satisfactory to the Indenture Trustee) in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, to the effect that (i) the execution, delivery and performance of the Assumption Agreement and the supplement to this Indenture referred to in paragraph (b) of this Section 7.03 (and all other instruments and documents the execution of which are necessary for and directly related to the assumption of the obligations contemplated by this Section 7.03 or the continued perfection of the security interests referred to in paragraph (b) of this Section 7.03) have been duly authorized by the Company by all necessary action; (ii) the Assumption Agreement, such supplement to this Indenture, all such other documents and instruments referred to above and the security interests arising therefrom are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, and except as limited by applicable laws which may affect the remedies provided for in this Indenture, which laws, however, do not in the opinion of such counsel make the remedies provided for in this Indenture inadequate for the practical realization of the rights and benefits purported to be provided thereby; (iii) the Assumption Agreement, such supplement and all such other documents and instruments referred to above do not and will not contravene any provision of the Company's articles of incorporation or by-laws or any law or regulation applicable to the Company or any agreement, mortgage or instrument to which the Company is a party or by which the Company is bound; and (iv) the Indenture Trustee (on behalf of the Certificate Holders) should continue to be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft upon and after the assumption of the obligations by the Company, provided, that the opinion referred to in this clause (iv) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, by reason of a change of law or governmental TRUST INDENTURE AND SECURITY AGREEMENT [N397SWN396SW] -32- 39 interpretation thereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such assumption; (h) an opinion of Daugxxxxx, Xxwlxx & Xerexxxx, xxecial counsel in Oklahoma City (or other counsel reasonably satisfactory to the Indenture Trustee), in form and substance reasonably satisfactory to the Indenture Trustee, addressed to the Indenture Trustee and dated the Assumption Date, (i) to the effect that all documents executed in connection with the assumption of the obligations contemplated by this Section 7.03 and required to be filed with the Federal Aviation Administration are in proper form, and all steps necessary have been taken, for the Aircraft to be duly registered in the name of the Company and for the Lien of this Agreement with respect to the Aircraft and Engines to continue to be duly perfected and of first priority; and (i) such other documentation reasonably requested by the Indenture Trustee (in form and substance reasonably satisfactory to the Indenture Trustee) to amend the Operative Agreements to give effect to the foregoing; then, automatically and without the requirement of further action by any Person, effective as of the Assumption Date, the Owner Trustee shall be released from all of its obligations under this Agreement in respect of the Certificates or otherwise (other than any obligations or liabilities of the Owner Trustee in its individual capacity incurred on or prior to the Assumption Date or arising out of or based upon events occurring on or prior to the Assumption Date, which obligations and liabilities shall remain the sole responsibility of the Owner Trustee in such capacity). Promptly upon the filing and recording of the documents referred to in the opinion of counsel specified in Section (h) above with the FAA, the Company shall cause such counsel to deliver to the Indenture Trustee an opinion addressed to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, as to due recording of said documents with the FAA.