Common use of Opinions, Certificates and Appraisals Clause in Contracts

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion of Counsel (A) either (i) stating that in the opinion of such Counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering and filing of this Indenture, the Operative Documents, financing statements or other instruments to make effective and (subject to the Certificate of Title Exception) to perfect the Lien intended to be created by the Pledge Agreement have been taken and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counsel, no such action is necessary to make such Lien effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trust. (b) The Company shall furnish to the Collateral Agent and the Trustee hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recording, registering, filing, rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement and (subject to the Certificate of Title Exception) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereof, or (b) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordation. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are released pursuant to the Pledge Agreement, the Acquired Slot Trust Agreement or the Master Sub- License Agreement, as applicable. To the extent applicable, the Company shall cause TIA (S) 314(d) relating to the release of property or securities from the Lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement to be complied with. With respect to any such substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) 314(d). Any certificate or opinion required by TIA (S) 314(d) may be made by an Officer of the Company, except in cases where TIA (S) 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses (a) through (d) of the definition of the term "Independent Appraiser."

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion of Counsel (A) either (i) stating that in the opinion of such Counsel counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, Indenture or otherwise with respect to the recording, registering Security Agreement has been properly recorded and filing of this Indenture, the Operative Documents, financing statements or other instruments filed so as to make effective and (subject to the Certificate of Title Exception) to perfect the Lien intended to be created by the Pledge Agreement have been taken thereby and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counselcounsel, no such action is necessary to make such Lien effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trusteffective. (b) The Company shall furnish to the Collateral Agent and the Trustee hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recording, registering, filing, rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement and (subject to the Certificate of Title Exception) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereof, or (b) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within not later than one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19982003, an Opinion of Counsel, dated as of such date, either (a)(ia) stating that, in the opinion of such Counselcounsel, such action has been taken with respect to the recordation recording, filing, rerecording, and refiling of the Indenture, any Collateral Agreement, any amendment or supplement thereto, and all financing statements, continuation statements or other instruments of further assurance as are is necessary to maintain the Slot Trust as Lien created by the Holder of record at the FAA of the Acquired Slots Collateral Agreements (if not then terminated pursuant to its terms) and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slotsaction, or (b) stating that, in the opinion of such Counselcounsel, no such action, execution or filing action is necessary to maintain the necessary recordationsuch Lien. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust any Collateral Agreement, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge applicable Collateral Agreement, the Acquired Slot Trust Agreement or the Master Sub- License Agreement, as applicable. To the extent applicable, the Company shall cause TIA (S) ss. 314(d) relating to the release of property or securities from the Lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement any Collateral Agreement, and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement such Collateral Agreement, to be complied with. With respect to any such substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) ss. 314(d). Any certificate or opinion required by TIA (S) ss. 314(d) may be made by an Officer of the Company, except in cases where TIA (S) ss. 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses clause (a) through (dii) of the definition of the term "Independent Appraiser."

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this the Original Indenture but prior to authentication of any Securities an Opinion of Counsel (A) either (i) stating that in the opinion of such Counsel counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, Original Indenture or otherwise with respect to the recording, registering Security Agreement has been properly recorded and filing of this Indenture, the Operative Documents, financing statements or other instruments filed so as to make effective and (subject to the Certificate of Title Exception) to perfect the Lien intended to be created by the Pledge Agreement have been taken thereby and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counselcounsel, no such action is necessary to make such Lien effective and (subject effective. The Company shall furnish to the Certificate Trustee promptly after the execution and delivery of Title Exception) perfected, and (B) either (i) this Indenture an Opinion of Counsel stating that, that in the opinion of such Counsel, action counsel Amendment No. 1 to Security Agreement has been taken properly filed and recorded with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trustactions. (b) The Company shall furnish to the Collateral Agent and the Trustee hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recording, registering, filing, rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement and (subject to the Certificate of Title Exception) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereof, or (b) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within not later than one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19982003, an Opinion of Counsel, dated as of such date, either (a)(ia) stating that, in the opinion of such Counselcounsel, such action has been taken with respect to the recordation recording, filing, rerecording, and refiling of the Indenture, any Collateral Agreement, any amendment or supplement thereto, and all financing statements, continuation statements or other instruments of further assurance as are is necessary to maintain the Slot Trust as Lien created by the Holder of record at the FAA of the Acquired Slots Collateral Agreements (if not then terminated pursuant to its terms) and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slotsaction, or (b) stating that, in the opinion of such Counselcounsel, no such action, execution or filing action is necessary to maintain the necessary recordationsuch Lien. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust any Collateral Agreement, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge applicable Collateral Agreement, the Acquired Slot Trust Agreement or the Master Sub- License Agreement, as applicable. To the extent applicable, the Company shall cause TIA (S) ss. 314(d) relating to the release of property or securities from the Lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement any Collateral Agreement, and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement such Collateral Agreement, to be complied with. With respect to any such substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) ss. 314(d). Any certificate or opinion required by TIA (S) ss. 314(d) may be made by an Officer of the Company, except in cases where TIA (S) ss. 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses clause (a) through (dii) of the definition of the term "Independent Appraiser."

Opinions, Certificates and Appraisals. (a) The Company Issuer shall furnish to the Collateral Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion Notes, Opinions of Counsel (A) either covering such jurisdictions as the Initial Purchasers may reasonably request (i) stating that in the opinion of such Counsel counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering and filing of this Indenture, the Operative other Collateral Documents, financing statements or other instruments to make effective and (subject to the Certificate of Title Exception) to perfect the Lien Liens intended to be created by the Pledge Agreement Collateral Documents have been taken and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counselcounsel, no such action is necessary to make such Lien Liens effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trust. (b) The Company Issuer shall furnish to the Collateral Agent and the Trustee hundred and twenty (120) days after on or before January 1 30 in each year beginning with January 130, 19982005, an Opinion of Counsel, dated as of such date, either (a)(ii) stating that, subject to customary assumptions and exclusions, in the opinion of such Counselcounsel, action has been taken with respect to the recording, registering, filing, filing rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement Collateral Documents (if not then terminated pursuant to their terms) and (subject to the Certificate of Title Exception) the perfection thereof for the succeeding thirteen (13) months and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and or (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement with respect to the security interest in the Collateral and (that, subject to the Certificate of Title Exception) the perfection thereof, or (b) stating thatcustomary assumptions and exclusions, in the opinion of such Counselcounsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordation. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust Collateral Documents and as permitted in Section 12.5 will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge Agreement, the Acquired Slot Trust Agreement or the Master Sub- License Agreement, as applicableCollateral Documents. To the extent applicable, the Company Issuer shall cause TIA (S) Section 314(d) relating to the release of property or securities from the Lien lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement Collateral Documents, to be complied with. With respect to any such substitution, the Company Issuer shall furnish to the Trustee an Independent AppraiserFinancial Advisor's Certificate if required by TIA (S) Section 314(d). Any certificate or opinion required by TIA (SSection) 314(d) may be made by an Officer of the CompanyIssuer, except in cases where TIA (S) Section 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses (a) through (dc) of the definition of the term "Independent AppraiserFinancial Advisor."

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion Securities, Opinions of Counsel (A) covering such jurisdictions as the Owner Trustee may reasonably request either (i) stating that in the opinion of such Counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering and filing of this Indenture, the other Operative Documents, financing statements or other instruments to make effective and (subject to the Certificate of Title Exception) to perfect the Lien Liens intended to be created by the Pledge Agreement Mortgage have been taken and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counsel, no such action is necessary to make such Lien Liens effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trust. (b) The Company shall furnish to the Collateral Agent and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19981999, an Opinion of Counsel, dated as of such date, either (a)(ii)(A) stating that, in the opinion of such Counsel, action has been taken with respect to the recording, registering, filing, rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement Mortgage (if not then terminated pursuant to its terms) and (subject to the Certificate of Title Exception) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (iiB) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement Mortgage with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereof, or (bii) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordation. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust Mortgage will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge Agreement, the Acquired Slot Trust Agreement Mortgage or the Master Sub- License Agreementthis Indenture, as applicable. To the extent applicable, the Company shall cause TIA (S) Section 314(d) relating to the release of property Property or securities from the Lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement Mortgage and relating to the substitution therefor of any property Property or securities to be subjected to the Lien of the Pledge Agreement Mortgage, to be complied with. With respect to any such substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) 314(d). Any certificate or opinion required by TIA (S) Section 314(d) may be made by an Officer of the Company, except in cases where TIA (S) Section 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses (a) through (d) of the definition of the term "Independent Appraiser."

Opinions, Certificates and Appraisals. (a) The Company Issuer shall furnish to the Collateral Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion Notes, Opinions of Counsel (A) either (i) covering such jurisdictions as the Initial Purchasers may reasonably request stating that in the opinion of such Counsel counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering and filing of this Indenture, the Operative other Collateral Documents, financing statements or other instruments to make effective and (subject to the Certificate of Title Exception) to perfect the Lien Liens intended to be created by the Pledge Agreement Collateral Documents have been taken and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counselcounsel, no such action is necessary to make such Lien Liens effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trust. (b) The Company Issuer shall furnish to the Collateral Agent and the Trustee one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19982002, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counselcounsel, action has been taken with respect to the recording, registering, filing, filing rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing ----------- statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement Collateral Documents (if not then terminated pursuant to their terms) and (subject to the Certificate of Title Exception) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien in favor of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement Collateral Documents with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereof, or (b) stating that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordation. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust Collateral Documents and as permitted in Section 12.5 will not be deemed to impair the ------------ security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge Agreement, the Acquired Slot Trust Agreement or the Master Sub- License Agreement, as applicableCollateral Documents. To the extent applicable, the Company Issuer shall cause TIA (S) 314(d) relating to the release of property or securities from the Lien lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement Collateral Documents, to be complied with. With respect to any such substitution, the Company Issuer shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) 314(d). Any certificate or opinion required by TIA ((S)) 314(d) may be made by an Officer of the CompanyIssuer, except in cases where TIA (S) 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses (a) through (dc) of the definition of the term "Independent Appraiser."

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this the Indenture but prior to authentication of any Securities an Opinion of Counsel (A) either (i) stating that in the opinion of such Counsel counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering Spare Parts Security Agreement has been properly recorded and filing of this Indenture, the Operative Documents, financing statements or other instruments filed so as to make effective and (subject to the Certificate of Title Exception) to perfect the Lien intended to be created by the Pledge Agreement have been taken thereby and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counselcounsel, no such action is necessary to make such Lien effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trusteffective. (b) The Company shall furnish to the Collateral Agent and the Trustee hundred and twenty (120) not later than 120 days after January 1 in each year beginning with January 1, 19982005, an Opinion of Counsel, dated as on or after each such January 1 and prior to the date of such datedelivery, either (a)(ia) stating that, in the opinion of such Counselcounsel, such action has been taken with respect to the recording, registering, filing, rerecording, re-registering recording, and refiling (in this sectionof the Indenture, "recordation") of any Collateral Agreement, any amendment or supplement thereto, and all supplemental indentures, financing statementsFinancing Statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement and Collateral Agreements (subject if not then terminated pursuant to the Certificate of Title Exceptionits terms) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereofaction, or (b) stating that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordationLien. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust any Collateral Agreement, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge terms of the applicable Collateral Agreement, the Acquired Slot Trust Agreement or the Master Sub- License Agreement, as applicable. To the extent applicable, the Company shall cause TIA (S) Section 314(d) relating to the release of property or securities from the Lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement any Collateral Agreement, and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement such Collateral Agreement, to be complied with. With respect to any such release or substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) Section 314(d). Any certificate or opinion required by TIA (S) Section 314(d) may be made by an Officer of the Company, except in cases where TIA (S) Section 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses clause (a) through (dii) of the definition of the term "Independent Appraiser"."

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion Securities, Opinions of Counsel (A) covering such jurisdictions as the Trustee may reasonably request either (i) stating that in the opinion of such Counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering and filing of this Indenture, the other Operative Documents, financing statements or other instruments to make effective and (subject to the Certificate of Title Exception) to perfect the Lien Liens intended to be created by the Pledge Agreement Mortgage have been taken and reciting with respect to the security interests in the Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counsel, no such action is necessary to make such Lien Liens effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trust. (b) The Company shall furnish to the Collateral Agent and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19981999, an Opinion of Counsel, dated as of such date, either (a)(ii)(A) stating that, in the opinion of such Counsel, action has been taken with respect to the recording, registering, filing, rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement Mortgage (if not then terminated pursuant to its terms) and (subject to the Certificate of Title Exception) the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (iiB) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement Mortgage with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) the perfection thereof, or (bii) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 1998, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordation. (c) The release of any Collateral from the terms of the Pledge Agreement or of Slot Trust Assets from the Slot Trust Mortgage will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral and the Slot Trust Assets are is released pursuant to the Pledge Agreement, the Acquired Slot Trust Agreement Mortgage or the Master Sub- License Agreementthis Indenture, as applicable. To the extent applicable, the Company shall cause TIA (S) ss. 314(d) relating to the release of property Property or securities from the Lien of the Pledge Agreement or the possession of the Slot Trust pursuant to the Master Sub-License Agreement Mortgage and relating to the substitution therefor of any property Property or securities to be subjected to the Lien of the Pledge Agreement Mortgage, to be complied with. With respect to any such substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) 314(d). Any certificate or opinion required by TIA (S) ss. 314(d) may be made by an Officer of the Company, except in cases where TIA (S) ss. 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses (a) through (d) of the definition of the term "Independent Appraiser."

Opinions, Certificates and Appraisals. (a) The Company shall furnish to the Trustee promptly after the execution and delivery of this Indenture but prior to authentication of any Securities an Opinion Opinions of Counsel covering such jurisdictions as the listed Purchasers may reasonably request (A) either (i) stating that in the opinion of such Counsel the actions necessary to be taken under the Federal Aviation Act, the Uniform Commercial Code of all applicable jurisdictions, or otherwise with respect to the recording, registering and filing of this Indenture, the other Operative Documents, financing statements or other instruments to make effective and (subject to the Certificate of Title Exception) to perfect the Lien Liens intended to be created by the Pledge Agreement and the Note Pledge Agreement have been taken and reciting with respect to the security interests in the Collateral and the Pledged Collateral, the details of such actions, or (ii) stating that, in the opinion of such Counsel, no such action is necessary to make such Lien Liens effective and (subject to the Certificate of Title Exception) perfected, and (B) either (i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments required to be executed or filed to establish and maintain the Slot Trust as the holder of record at the FAA of the Acquired Slots and reciting with respect to such recordation the details of such action, or (ii) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to establish and maintain the Slot Trust. (b) The Company shall furnish to the Collateral Agent and the Trustee one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19981999, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recording, registering, filing, rerecording, re-registering and refiling (in this section, "recordation") of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Pledge Agreement and the Note Pledge Agreement (subject if not then terminated pursuant to the Certificate of Title Exceptionits terms) and the perfection thereof and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to maintain the Lien of the Securityholders and the Collateral Agent and the Trustee intended to be created hereunder and under the Pledge Agreement and the Note Pledge Agreement with respect to the security interest in the Collateral and (subject to the Certificate of Title Exception) Pledged Collateral and the perfection thereof, or (b) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien and (subject to the Certificate of Title Exception) the perfection thereof. The Company shall also furnish to the Slot Trustee and the Trustee within one hundred and twenty (120) days after January 1 in each year beginning with January 1, 19981999, an Opinion of Counsel, dated as of such date, either (a)(i) stating that, in the opinion of such Counsel, action has been taken with respect to the recordation of all instruments as are necessary to maintain the Slot Trust as the Holder of record at the FAA of the Acquired Slots and reciting with respect to the recordation of such Acquired Slots the details of such action or referring to prior Opinions of Counsel in which such details are given, and (ii) stating that all instruments have been executed and filed that are necessary as of such date and during the succeeding seventeen (17) months fully to continue in effect such recordation as will maintain the Slot Trust as such Holder of record for the benefit of the Securityholders, the Slot Trustee, the Holder of the Beneficial Interest and the Beneficial Interest Certificate and the Trustee as intended hereunder and under the Acquired Slot Trust Agreement and the Master Sub-License Agreement with respect to the Acquired Slots, or (b) stating that, in the opinion of such Counsel, no such action, execution or filing is necessary to maintain the necessary recordation. (c) The release of any Collateral or Pledged Collateral from the terms of the Pledge Agreement or the Note Pledge Agreement, as the case may be, or of Slot Trust Assets from the Slot Trust will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral, Pledged Collateral and the Slot Trust Assets are released pursuant to the Pledge Agreement, the Note Pledge Agreement, the Acquired Slot Trust Agreement or the Master Sub- Sub-License Agreement, as applicable. To the extent applicable, the Company shall cause TIA (S) 314(d) relating to the release of property or securities from the Lien of the Pledge Agreement or the Note Pledge Agreement, as the case may be, or the possession of the Slot Trust pursuant to the Master Sub-License Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien of the Pledge Agreement or the Note Pledge Agreement, as the case may be, to be complied with. With respect to any such substitution, the Company shall furnish to the Trustee an Independent Appraiser's Certificate if required by TIA (S) 314(d). Any certificate or opinion required by TIA (S) 314(d) may be made by an Officer of the Company, except in cases where TIA (S) 314(d) requires that such certificate or opinion be made by an independent person, which person shall meet the requirements set forth in clauses (a) through (dc) of the definition of the term "Independent Appraiser."