Common use of Covenants of the Owner Trustee Clause in Contracts

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as follows: (a) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, payable by it to the Certificate Holders under the Participation Agreement; (b) the Owner Trustee in its individual capacity covenants and agrees that it shall not, directly or indirectly, cause or permit to exist a Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptly, at its own expense, take such action as may be necessary to duly discharge such Lessor Lien attributable to it in its individual capacity; and that it will make restitution to the Trust Estate for any actual diminution of the assets of the Trust Estate resulting from such Lessor Liens attributable to it in its individual capacity; (c) in the event the Owner Trustee shall have Actual Knowledge of an Event of Default, a Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Event of Default, Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (e) except pursuant to the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof), the Owner Trustee will not contract for, create, incur, assume or suffer to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Documents.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees that so long as this Agreement is in effect: (the covenants and agreements only in clause (ba) below being made by the The Owner Trustee (in its trust capacity or in its individual capacity) as follows: (a) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, payable by it to the Certificate Holders under the Participation Agreement; (b) the Owner Trustee in its individual capacity covenants and agrees that it shall not, directly or indirectly, cause not create or permit to exist a Lessor Lien attributable to at any time, and it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlywill, at its own cost and expense, promptly take such action as may be necessary duly to duly discharge, or to cause to be discharged, all Lessor Liens on the Properties attributable to it; except that the Owner Trustee shall not be required to so discharge any such Lessor Lien attributable while the same is being contested in good faith by appropriate proceedings diligently prosecuted, so long as such proceedings do not materially and adversely affect the rights of the Lessee under the Lease and the other Operative Agreements or involve any material danger of impairment of the Liens of the Security Documents or of the sale, forfeiture or loss of, and do not interfere with the use or disposition of, any Property or title thereto or any interest therein or the payment of Rent; (b) Without prejudice to it in its individual capacity; and that it will make restitution any right under the Trust Agreement of the Owner Trustee to resign (subject to the requirement set forth in the Trust Estate for any actual diminution of Agreement that such resignation shall not be effective until a successor shall have agreed to accept such appointment), or the assets Holders’ rights under the Trust Agreement to remove the institution acting as the Owner Trustee (after consent to such removal by the Agent as provided in the Trust Agreement), the Owner Trustee hereby agrees with the Lessee and the Agent (i) not to terminate or revoke the trust created by the Trust Agreement except as permitted by Article VIII of the Trust Estate resulting from Agreement, (ii) not to amend, supplement, terminate or revoke or otherwise modify any provision of the Trust Agreement in such Lessor Liens attributable a manner as to it in its individual capacityadversely affect the rights of any such party without the prior written consent of such party and (iii) to comply with all of the terms of the Trust Agreement, the nonperformance of which would adversely affect such party; (c) in The Owner Trustee or any successor may resign or be removed by the event Holders as the Owner Trustee, a successor Owner Trustee may be appointed and a corporation may become the Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article IX of the Trust Agreement and, with respect to such appointment, with the consent of the Lessee (so long as there shall be no Lease Event of Default that shall have Actual Knowledge of an Event of Defaultoccurred and be continuing), a Default which consent shall not be unreasonably withheld or an Event of Loss, the Owner Trustee will give prompt written notice of such Event of Default, Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participantdelayed; (d) the The Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to in its capacity as the Owner Trustee under the LeaseTrust Agreement, includingand not in its individual capacity, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (e) except pursuant to the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof), the Owner Trustee will not contract for, create, incur, incur or assume or suffer to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doingIndebtedness, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity or enter into any contracts or agreements, other than pursuant to or under the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Documents.Agreements;

Covenants of the Owner Trustee. (a) The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as follows: (a) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, payable by it to the Certificate Holders under the Participation Agreement; (b) the Owner Trustee in its individual capacity covenants and agrees that it shall not, directly or indirectly, cause or permit to exist a Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptly, at its own expense, take such action as may be necessary to duly discharge such Lessor Lien attributable to it in its individual capacity; and that it will make restitution to the Trust Estate for any actual diminution of the assets of the Trust Estate resulting from such Lessor Liens attributable to it in its individual capacity; (ci) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, the Lessee and the Owner Participant; (dii) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereofthereof by a Responsible Officer of the Owner Trustee, duplicates or copies of all reports, notices, requests, demands, certificates certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice from an insurer or an insurance broker received pursuant to Section 9(a) and 11(c) 9 of the Lease Lease, to the extent that the Operative Agreements do not provide that the same shall not have been be furnished to the Indenture Trustee pursuant to the LeaseTrustee; (eiii) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements; and (iv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, incur or assume or suffer to exist any Debtdebt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or take action to become contingently liable, directly or indirectly, in connection with the Debt debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative DocumentsPerson.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1995 Trust N604SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; andPerson; (fv) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee the Company and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements; (vi) the Owner Trustee will furnish to the Indenture Trustee, and the Indenture Trustee will furnish to each Holder at the time outstanding, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -23- 30 statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 11 of the Lease, to the extent that the same shall not have been furnished directly to such Holder or the Indenture Trustee pursuant to the Lease; (vii) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 10.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except as provided in this Indenture, (1) accept any payment that is subjected to the Lien of this Indenture from the Lessee or any sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and (viii) in the event that the Company shall assign any sublease to the Owner Trustee, the Owner Trustee shall deliver to the Indenture Trustee a trust supplement confirming the Indenture Trustee's security interest in such assignment and the sublease assigned thereby.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1995 Trust N605SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; andPerson; (fv) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee the Company and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements; (vi) the Owner Trustee will furnish to the Indenture Trustee, and the Indenture Trustee will furnish to each Holder at the time outstanding, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -23- 30 statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 11 of the Lease, to the extent that the same shall not have been furnished directly to such Holder or the Indenture Trustee pursuant to the Lease; (vii) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 10.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except as provided in this Indenture, (1) accept any payment that is subjected to the Lien of this Indenture from the Lessee or any sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder; and (viii) in the event that the Company shall assign any sublease to the Owner Trustee, the Owner Trustee shall deliver to the Indenture Trustee a trust supplement confirming the Indenture Trustee's security interest in such assignment and the sublease assigned thereby.

Covenants of the Owner Trustee. (a) The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as follows: (a) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, payable by it to the Certificate Holders under the Participation Agreement; (b) the Owner Trustee in its individual capacity covenants and agrees that it shall not, directly or indirectly, cause or permit to exist a Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptly, at its own expense, take such action as may be necessary to duly discharge such Lessor Lien attributable to it in its individual capacity; and that it will make restitution to the Trust Estate for any actual diminution of the assets of the Trust Estate resulting from such Lessor Liens attributable to it in its individual capacity; (ci) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, the Lessee and the Owner Participant; (dii) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereofthereof by a Responsible Officer of the Owner Trustee, duplicates or copies of all reports, notices, requests, demands, certificates certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice from an insurer or an insurance broker received pursuant to Section 9(a) and 11(c) 9 of the Lease Lease, to the extent that the Operative Documents do not provide that the same shall not have been furnished to the Indenture Trustee pursuant to the LeaseTrustee; (eiii) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Indenture Documents; and (iv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, incur or assume or suffer to exist any Debtdebt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or take action to become contingently liable, directly or indirectly, in connection with the Debt debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative DocumentsPerson.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -24- 31 amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1995 Trust N396SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; andPerson; (fv) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee the Company and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements; (vi) the Owner Trustee will furnish to the Indenture Trustee, and the Indenture Trustee will furnish to each Holder at the time outstanding, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 11 of the Lease, to the extent that the same shall not have been furnished directly to such Holder or the Indenture Trustee pursuant to the Lease; and (vii) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 10.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except as provided in this Indenture, (1) accept any payment that is subjected to the Lien of this Indenture from the Lessee or any sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -25- 32 Section 4.02. Covenants of Shawmut Bank Connecticut, National Association. Shawmut Bank Connecticut, National Association, hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor Liens attributable to it with respect to any of the properties or assets of the Indenture Estate and it shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly any such Lessor Lien. Shawmut Bank Connecticut, National Association, will cause restitution to be made to the Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor Liens thereon attributable to it.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -24- 31 amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1995 Trust N397SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; andPerson; (fv) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee the Company and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Agreements; (vi) the Owner Trustee will furnish to the Indenture Trustee, and the Indenture Trustee will furnish to each Holder at the time outstanding, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of each report or notice received pursuant to Section 11 of the Lease, to the extent that the same shall not have been furnished directly to such Holder or the Indenture Trustee pursuant to the Lease; and (vii) the Owner Trustee will not (except as permitted herein) assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and shall not have been terminated pursuant to Section 10.01, any of its right, title or interest hereby assigned to anyone other than the Indenture Trustee, and, with respect to such right, title and interest hereby assigned, will not, except as provided in this Indenture, (1) accept any payment that is subjected to the Lien of this Indenture from the Lessee or any sublessee, enter into any agreement amending or supplementing any of the Indenture Documents, execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (2) exercise any rights with respect to the Indenture Estate, (3) settle or compromise any claim arising under any of the Indenture Documents, or (4) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -25- 32 Section 4.02. Covenants of Shawmut Bank Connecticut, National Association. Shawmut Bank Connecticut, National Association, hereby covenants and agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor Liens attributable to it with respect to any of the properties or assets of the Indenture Estate and it shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly any such Lessor Lien. Shawmut Bank Connecticut, National Association, will cause restitution to be made to the Indenture Estate in the amount of any diminution of the value thereof as the result of any Lessor Liens thereon attributable to it.

Covenants of the Owner Trustee. The Owner Trustee ------------------------------ hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually pay the Principal Amount principal of, Make-Whole AmountAmount (on and after the Refinancing Date only), if any, premium (prior to the Refinancing Date only), if any, and interest on and other amounts due under the Secured Certificates and hereunder Equipment Notes in accordance with with, and subject to, the terms of such Equipment Notes, this Agreement and any related supplement hereto; provided, however, that all amounts payable under the Secured Certificates Equipment Note and this Trust Agreement shall be made solely from the income and proceeds of the Indenture and all amounts, if any, payable by it to the Certificate Holders under the Participation AgreementEstate; (bA) the Owner Trustee Trustee, in its individual capacity covenants and agrees that it shall notcapacity, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that properties or assets of the Indenture Estate and if any such Lessor Lien shall nevertheless exist, it will promptly, at its own expense, take such action as may be necessary to duly discharge such Lessor Lien attributable to it Lien; and (B) the Owner Trustee will, in its individual capacity; , perform all of its covenants and that it will make restitution to obligations set forth in the Trust Estate for any actual diminution of the assets of the Trust Estate resulting from such Lessor Liens attributable to it in its individual capacityParticipation Agreement; (ciii) in the event an officer in the Corporate Trust Department of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee the Owner Participant and the Owner Participant;Lessee; [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Documents, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other personPerson; and (fv) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Documents. (vi) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other documents furnished to the Owner Trustee under the Lease or the Japanese Lease or any document related to the Japanese Lease which is not required to be furnished to the Indenture Trustee directly by the Lessee under any Operative Document.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1995 Trust N602SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Documents.Person;

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1996 Trust N620SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Documents.Person;

Covenants of the Owner Trustee. (a) The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as follows: (a) the Owner Trustee will duly and punctually pay the Principal Amount of, Make-Whole Amount, if any, and interest on and other amounts due under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, payable by it to the Certificate Holders under the Participation Agreement; (b) the Owner Trustee in its individual capacity covenants and agrees that it shall not, directly or indirectly, cause or permit to exist a Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptly, at its own expense, take such action as may be necessary to duly discharge such Lessor Lien attributable to it in its individual capacity; and that it will make restitution to the Trust Estate for any actual diminution of the assets of the Trust Estate resulting from such Lessor Liens attributable to it in its individual capacity; (ci) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a an Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, the Lessee and the Owner Participant; (dii) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereofthereof by a Responsible Officer of the Owner Trustee, duplicates or copies of all reports, notices, requests, demands, certificates certificates, financial statements and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice from an insurer or an insurance broker received pursuant to Section 9(a) and 11(c) 9 of the Lease Lease, to the extent that the Operative Agreements do not provide that the same shall not have been be furnished to the Indenture Trustee pursuant to the LeaseTrustee; (eiii) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to the Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Indenture Documents; and (iv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, incur or assume or suffer to exist any Debtdebt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or take action to become contingently liable, directly or indirectly, in connection with the Debt debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative DocumentsPerson.

Covenants of the Owner Trustee. The Owner Trustee hereby covenants and agrees (the covenants and agreements only in clause (b) below being made by the Owner Trustee in its individual capacity) as followsthat: (ai) the Owner Trustee will duly and punctually perform its obligations under the Lease and will duly and punctually pay the Principal Amount principal of, Make-Whole Premium, if any, Break Amount, if any, and interest on and other amounts due hereunder and under the Secured Certificates and hereunder in accordance with the terms of the Secured Certificates and this Trust Indenture and all amounts, if any, other amounts payable by it to the Certificate Holders under the Participation AgreementAgreement and the other Operative Agreements; (bii) the Owner Trustee in its individual capacity covenants and agrees that it shall not, will not directly or indirectlyindirectly create, cause incur, assume or permit suffer to exist a any Lessor Lien attributable to it in its individual capacity with respect to the Aircraft or any other portion of the Trust Estate; that it will promptlyproperties or assets of the Indenture Estate and shall, at its own cost and expense, promptly take such action as may be necessary to discharge duly discharge any such Lessor Lien attributable to it in its individual capacity; Lien, and that it the Owner Trustee will make cause restitution to be made to the Trust Indenture Estate for in the amount of any actual diminution of the assets value thereof as the result of the Trust Estate resulting from such any Lessor Liens attributable to it in its individual capacityit; (ciii) in the event a Responsible Officer of the Owner Trustee shall have Actual Knowledge actual knowledge of an Indenture Event of Default, a Default or Indenture Default or an Event of Loss, the Owner Trustee will give prompt written notice of such Indenture Event of Default, Default or Indenture Default or Event of Loss to the Indenture Trustee, each Certificate Holder, Lessee and the Owner Participant, the Company and, so long as the Series SWA 1995 Trust N603SW-I Certificate shall be Outstanding, the Original Holder; (d) the Owner Trustee will furnish to the Indenture Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Owner Trustee under the Lease, including, without limitation, a copy of any Termination Notice and a copy of each report or notice received pursuant to Section 9(a) and 11(c) of the Lease to the extent that the same shall not have been furnished to the Indenture Trustee pursuant to the Lease; (eiv) except pursuant to as contemplated by the Operative Documents or with the consent of the Indenture Trustee (acting pursuant to instructions given in accordance with Section 9.01 hereof)Agreements, the Owner Trustee will not contract for, create, incur, assume or suffer permit to exist any Debt, and will not guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing, or otherwise), endorse or otherwise be or become contingently liable, directly or indirectly, in connection with the Debt of any other person; and (f) the Owner Trustee will not enter into any business or other activity other than the business of owning the Aircraft, the leasing thereof to Lessee and the carrying out of the transactions contemplated hereby and by the Lease, the Participation Agreement, the Trust Agreement and the other Operative Documents.Person;