Common use of Conditions Precedent to the Obligations of Lessee Clause in Contracts

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee to sell the Aircraft to the Owner Trustee and to accept delivery of the Aircraft under the Lease on the Delivery Date, and (B) the obligations of Lessee to enter into the other Operative Documents on the Delivery Date are all subject to the fulfillment to the satisfaction of Lessee prior to the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii), 4(a)(iii) and 4(a)(iv) hereof shall have been satisfied. (iii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Lessee or its special counsel. (iv) Lessee shall have received (A) each certificate referred to in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxiii)(A), and (C) such other documents and evidence with respect to the Pass Through Trustee as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counsel. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by the Operative Documents. (viii) There shall have been, since the date hereof, no amendment, modification, addition or change in or to the Code, the regulations promulgated under the Code (including temporary regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative Documents. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee to sell the Aircraft to the Owner Trustee and to accept delivery of the Aircraft under the Lease on the Delivery Date, Date and (B) the obligations of Lessee to enter into the other Operative Documents on the Delivery Date are all subject to the fulfillment to the satisfaction of Lessee prior to the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(i), 4(a)(iii4(a)(ii) and 4(a)(iv4(a)(iii) hereof shall have been satisfiedsatisfied (unless nonsatisfaction results from Lessee's action or failure to act). (iii) Those documents described in Section 4(a)(v4(a)(iv) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v4(a)(iv), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment Notes) shall have been delivered to Lessee or its special counsel, to the extent contemplated in Section 4(a)(iv). (iv) Lessee shall have received (A) each certificate referred to in Section 4(a)(vii4(a)(vi) (other than the certificate and documents referred to in clause (A) thereof), (B) the certificate referred to in Section 4(a)(xxiii)(A), 4(a)(xxi)(A) and (C) such other documents and evidence with respect to the Pass Through Trustee as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions Transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Lessee shall have received the opinions set forth in Sections 4(a)(xi), 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), 4(a)(xvi), 4(a)(xxv), 4(a)(xxi)(B) and 4(a)(xxiii)(B4(a)(xxiii) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of the Transactions contemplated by this Agreement or the transactions contemplated herebyAgreement. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by the Operative Documents. (viii) There shall have been, since the date hereof, no amendment, modification, addition or change in or to the provisions of the Code, the regulations promulgated under the Code (including temporary regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States States, all as in effect on the date hereof, the effect of which might give rise to an indemnity obligation of Lessee under any of the Operative Documents. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery DateLease, and (BC) the obligations of Lessee to enter into the its other Operative Documents on the Delivery Date Agreements, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xxii), 4(a)(xxiii) and 4(a)(iv4(a)(xxviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesSeries SWA 1995 Trust N604SW-I Certificate) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred to or other satisfactory evidence of authorization of the Indenture Trustee (in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereofits individual capacity), SBC and the Owner Participant, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee (B) the certificate referred to in Section 4(a)(xxiii)(Aits individual capacity), SBC and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Indenture Trustee (C) in its individual capacity), SBC and the Owner Participant, respectively, of all the Operative Agreements to which it is a party, together with such other documents and evidence with respect to the Pass Through Indenture Trustee (in its individual capacity), SBC and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) The representations and warranties of each Participant, the Indenture Trustee and the Owner Trustee contained in Section 8 hereof shall be true and accurate as of the Delivery Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date). (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), ) and 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory or judicial authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by execute, deliver or perform the Operative DocumentsAgreements to which it is a party. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofAugust 1, 1995, no amendment, modification, addition or change in or to the CodeCode (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions), the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or PARTICIPATION AGREEMENT [N604SW] -13- 19 Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative DocumentsAgreements, or as a result of which any adjustments to the Lease payments are requested by the Owner Participant which would adversely affect the accuracy of the Tax Assumptions set forth in Section 2 of the Tax Indemnity Agreement. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery DateLease, and (BC) the obligations of Lessee to enter into the its other Operative Documents on the Delivery Date Agreements, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xxii), 4(a)(xxiii) and 4(a)(iv4(a)(xxviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesSeries SWA 1995 Trust N605SW-I Certificate) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred to or other satisfactory evidence of authorization of the Indenture Trustee (in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereofits individual capacity), SBC and the Owner Participant, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee (B) the certificate referred to in Section 4(a)(xxiii)(Aits individual capacity), SBC and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Indenture Trustee (C) in its individual capacity), SBC and the Owner Participant, respectively, of all the Operative Agreements to which it is a party, together with such other documents and evidence with respect to the Pass Through Indenture Trustee (in its individual capacity), SBC and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) The representations and warranties of each Participant, the Indenture Trustee and the Owner Trustee contained in Section 8 hereof shall be true and accurate as of the Delivery Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date). (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), ) and 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory or judicial authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by execute, deliver or perform the Operative DocumentsAgreements to which it is a party. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofAugust 1, 1995, no amendment, modification, addition or change in or to the CodeCode (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions), the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures PARTICIPATION AGREEMENT [N605SW] -13- 19 or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative DocumentsAgreements, or as a result of which any adjustments to the Lease payments are requested by the Owner Participant which would adversely affect the accuracy of the Tax Assumptions set forth in Section 2 of the Tax Indemnity Agreement. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee to sell the Aircraft to the Owner Trustee and (A) to accept delivery of the Aircraft under the Lease on the Delivery Date, Agreement and (B) the obligations of Lessee to enter into the other Operative Lessee Documents on the Delivery Date are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Closing Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(iiSection 4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xx) and 4(a)(iv4(a)(xxi) hereof shall have been satisfied.. PARTICIPATION AGREEMENT (1992 757 [__]) (iiiii) Those documents described in Section 4(a)(v4 (a) (v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v4 (a) (v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Closing Date, and an executed counterpart of each thereof (other than the Equipment NotesLoan Certificates) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred or other satisfactory evidence of authorization of the Mortgagee, the Owner Trustee and the Owner Participant, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Mortgagee, the Owner Trustee and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Mortgagee, the Owner Trustee and the Owner Participant of all the Operative Documents to in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereof)which they are a party, (B) the certificate referred to in Section 4(a)(xxiii)(A), and (C) together with such other documents and evidence with respect to the Pass Through Mortgagee, the Owner Trustee and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) On the Closing Date, the representations and warranties of the Participants, the Mortgagee, and the Owner Trustee contained in Section 9 hereof shall be true and accurate as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date) and Lessee shall have received a certificate, dated the Closing Date, signed by the Chairman of the Board, the President, any Vice President or any Assistant Vice President or other authorized representative of the Mortgagee, the Owner Participant and the Owner Trustee, respectively, certifying as to the foregoing matters with respect to the Mortgagee, the Owner Participant and the Owner Trustee, respectively; in addition, Lessee shall have received from the parent of the Mortgagee a guaranty, in form and substance reasonably satisfactory to the Lessee, by such parent of the Mortgagee's obligations under the Operative Documents. PARTICIPATION AGREEMENT (1992 757 [__]) (v) Lessee shall have received the opinions set forth in Sections 4(a)(xi), 4(a)(xii), 4(a)(xiii), 4(a)(xiv4 (a) (xiv) and 4 (a) (xv), 4(a)(xv), 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselClosing Date. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by the Operative Documents. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofDecember [__], 1992, no amendment, modification, addition or change in or to the CodeCode enacted or proposed (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions) and the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative Documents, or as a result of which any adjustments to the payments under the Lease Agreement are requested by the Owner Participant which, in the Lessee's opinion, make the Lease Agreement become uneconomic to the Lessee. (ixviii) Lessee shall have been paid Lessor's Cost for the Aircraftis $46,000,000.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell participate in the sale of the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery DateLease, and (BC) the obligations of Lessee to enter into the its other Operative Documents on the Delivery Date Agreements, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xix), 4(a)(xxii), 4(a)(xxiii) and 4(a)(iv4(a)(xxviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesSeries SWA 1995 Trust N603SW-I Certificate) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred to or other satisfactory evidence of authorization of the Indenture Trustee (in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereofits individual capacity), SBC and the Owner Participant, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee (B) the certificate referred to in Section 4(a)(xxiii)(Aits individual capacity), SBC and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Indenture Trustee (C) in its individual capacity), SBC and the Owner Participant, respectively, of all the Operative Agreements to which it is a party, together with such other documents and evidence with respect to the Pass Through Indenture Trustee (in its individual capacity), SBC and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) The representations and warranties of each Participant, the Indenture Trustee and the Owner Trustee contained in Section 8 hereof shall be true and accurate as of the Delivery Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date). (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), ) and 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory or judicial authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by execute, deliver or perform the Operative DocumentsAgreements to which it is a party. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofJuly 1, 1995, no amendment, modification, addition or change in or to the CodeCode (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions), the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative DocumentsAgreements, or as a result of which any adjustments to the Lease payments are requested by the Owner Participant which would adversely affect the accuracy of the Tax Assumptions set forth in Section 2 of the Tax Indemnity Agreement. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell participate in the sale of the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery Date, and (BC) the obligations of Lessee to enter into the other Operative Documents on the Delivery Date Lessee Documents, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xxii), 4(a)(xxiii) and 4(a)(iv4(a)(xxviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesCertificates) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred or other satisfactory evidence of authorization of the Indenture Trustee, the Owner Trustee, the Owner Participant and the Owner Participant Guarantor, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee, the Owner Trustee, the Owner Participant and the Owner Participant Guarantor, respectively, which authorize the execution, delivery and performance by the Indenture Trustee, the Owner Trustee, the Owner Participant and the Owner Participant Guarantor of all the Operative Documents to in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereof)which it is a party, (B) the certificate referred to in Section 4(a)(xxiii)(A), and (C) together with such other documents and evidence with respect to the Pass Through Trustee Indenture Trustee, the Owner Trustee, the Owner Participant and the Owner Participant Guarantor as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counsel. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines or interpretations by appropriate regulatory authorities which would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by the Operative Documents. (viii) There shall have been, since the date hereof, no amendment, modification, addition or change in or to the Code, the regulations promulgated under the Code (including temporary regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative Documents. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell participate in the sale of the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery DateLease, and (BC) the obligations of Lessee to enter into the its other Operative Documents on the Delivery Date Agreements, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xxii), 4(a)(xxiii) and 4(a)(iv4(a)(xxviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of, or other event attributable to, Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesSeries SWA 1995 Trust N396SW-I Certificate) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred to or other satisfactory evidence of authorization of the Indenture Trustee (in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereofits individual capacity), SBC and the Owner Participant, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee (B) the certificate referred to in Section 4(a)(xxiii)(Aits individual capacity), SBC and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Indenture Trustee (C) in its individual capacity), SBC and the Owner Participant, respectively, of all the Operative Agreements to which it is a party, together with such other documents and evidence with respect to the Pass Through Indenture Trustee (in its individual capacity), SBC and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) The representations and warranties of each Participant, the Indenture Trustee and the Owner Trustee contained in Section 8 hereof shall be true and accurate as of the Delivery Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date). (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), ) and 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory or judicial authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by execute, deliver or perform the Operative DocumentsAgreements to which it is a party. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofMarch 1, 1995, no amendment, modification, addition or change in or to the CodeCode (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions), the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative DocumentsAgreements, PARTICIPATION AGREEMENT [N396SW] -14- 20 or as a result of which any adjustments to the Lease payments are requested by the Owner Participant which would adversely affect the accuracy of the Tax Assumptions set forth in Section 2 of the Tax Indemnity Agreement. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell participate in the sale of the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery DateLease, and (BC) the obligations of Lessee to enter into the its other Operative Documents on the Delivery Date Agreements, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xix) and 4(a)(iv4(a)(xxv) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesSeries SWA 1996 Trust N620SW-I Certificate) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred to or other satisfactory evidence of authorization of the Indenture Trustee (in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereofits individual capacity), FUNB and the Owner Participant, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee (B) the certificate referred to in Section 4(a)(xxiii)(Aits individual capacity), FUNB and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Indenture Trustee (C) in its individual capacity), FUNB and the Owner Participant, respectively, of all the Operative Agreements to which it is a party, together with such other documents and evidence with respect to the Pass Through Indenture Trustee (in its individual capacity), FUNB and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) The representations and warranties of each Participant, the Indenture Trustee and the Owner Trustee contained in Section 8 hereof shall be true and accurate as of the Delivery Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date). (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), and 4(a)(xv), 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory or judicial authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by execute, deliver or perform the Operative DocumentsAgreements to which it is a party. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofMay 9, 1996, no amendment, modification, addition or change in or to the CodeCode (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions), the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or PARTICIPATION AGREEMENT [N620SW] -13- 19 Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative DocumentsAgreements, or as a result of which any adjustments to the Lease payments are requested by the Owner Participant which would adversely affect the accuracy of the Tax Assumptions set forth in Section 2 of the Tax Indemnity Agreement. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.

Conditions Precedent to the Obligations of Lessee. It is agreed that (A) the obligations of Lessee (A) to sell participate in the sale of the Aircraft to the Owner Trustee and Trustee, (B) to accept delivery of the Aircraft under the Lease on the Delivery DateLease, and (BC) the obligations of Lessee to enter into the its other Operative Documents on the Delivery Date Agreements, are all subject to the fulfillment to the satisfaction of Lessee prior to or on the Delivery Date of the following conditions precedent: (i) All appropriate action required to have been taken on or prior to the Delivery Date in connection with the transactions contemplated by this Agreement shall have been taken by the Federal Aviation Administration, or any governmental or political agency, subdivision or instrumentality of the United States, and all orders, permits, waivers, exemptions, authorizations and approvals of such entities required to be in effect on the Delivery Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, exemptions, authorizations and approvals shall be in full force and effect on the Delivery Date. (ii) The conditions specified in Sections 4(a)(ii4(a)(iii), 4(a)(iii4(a)(iv), 4(a)(viii), 4(a)(xxii), 4(a)(xxiii) and 4(a)(iv4(a)(xxviii) hereof shall have been satisfied, unless such nonsatisfaction is the result of the actions of Lessee. (iiiii) Those documents described in Section 4(a)(v) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee) in the manner specified in Section 4(a)(v), shall each be satisfactory in form and substance to Lessee, shall be in full force and effect on the Delivery Date, and an executed counterpart of each thereof (other than the Equipment NotesSeries SWA 1995 Trust N602SW-I Certificate) shall have been delivered to Lessee or its special counsel. (iviii) Lessee shall have received a copy of the general authorizing resolutions of the boards of directors (Aor executive committees) each certificate referred to or other satisfactory evidence of authorization of the Indenture Trustee (in Section 4(a)(vii) (other than the certificate and documents referred to in clause (A) thereofits individual capacity), SBC and the Owner Participant, certified as of the Delivery Date by the Secretary or an Assistant Secretary of the Indenture Trustee (B) the certificate referred to in Section 4(a)(xxiii)(Aits individual capacity), SBC and the Owner Participant, respectively, which authorize the execution, delivery and performance by the Indenture Trustee (C) in its individual capacity), SBC and the Owner Participant, respectively, of all the Operative Agreements to which it is a party, together with such other documents and evidence with respect to the Pass Through Indenture Trustee (in its individual capacity), SBC and the Owner Participant as Lessee or its special counsel may reasonably request in order to establish the due consummation of the transactions contemplated by this Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions herein set forth. (iv) The representations and warranties of each Participant, the Indenture Trustee and the Owner Trustee contained in Section 8 hereof shall be true and accurate as of the Delivery Date as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and accurate on and as of such earlier date). (v) Lessee shall have received the opinions set forth in Sections 4(a)(xii), 4(a)(xiii), 4(a)(xiv), 4(a)(xv), ) and 4(a)(xvi), 4(a)(xxv), and 4(a)(xxiii)(B) in each case addressed to Lessee and dated the Delivery Date and in each case in scope and substance reasonably satisfactory to Lessee and its special counselDate. (vi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Delivery Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (vii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations or guidelines thereunder or interpretations thereof by appropriate regulatory or judicial authorities which which, in the opinion of Lessee, would make it a violation of law or regulations or guidelines for Lessee to enter into any transaction contemplated by execute, deliver or perform the Operative DocumentsAgreements to which it is a party. (viiivii) There In the opinion of Lessee and its counsel, there shall have been, since the date hereofJuly 1, 1995, no amendment, modification, addition or change in or to the CodeCode (including for this purpose, any non-Code provisions of legislation affecting the Code such as transition rules or effective date provisions), the regulations promulgated under the Code (including temporary or proposed regulations), Internal Revenue Service Revenue Procedures or Revenue Rulings, or other administrative interpretations, applicable judicial precedents or Executive Orders of the President of the United States which might give rise to an indemnity obligation of Lessee under any of the Operative DocumentsAgreements, or as a result of which any adjustments to the Lease payments are requested by the Owner Participant which would adversely affect the accuracy of the Tax Assumptions set forth in Section 2 of the Tax Indemnity Agreement. (ix) Lessee shall have been paid Lessor's Cost for the Aircraft.