Common use of Amendments to this Agreement Without Consent of Holders Clause in Contracts

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; (8) to provide for the redemption of (i) the Series SWA 1995 Trust N397SW-I Certificate and the issuance of the Series SWA 1995 Trust N397SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement; or (9) to include on the Certificates any legend as may be required by applicable law.

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SWN396SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; (8) to provide for the redemption of (i) the Series SWA 1995 Trust N397SWN396SW-I Certificate and the issuance of the Series SWA 1995 Trust N397SW N396SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW N396SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement; or (9) to include on the Certificates any legend as may be required by applicable law.

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; ; TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -50- 57 (8) to provide for the redemption of (i) the Series SWA 1995 Trust N397SWN602SW-I Certificate and the issuance of the Series SWA 1995 Trust N397SW N602SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement15; or (9) to include on the Certificates any legend as may be required by applicable law.

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; ; TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -50- 57 (8) to provide for the redemption of (i) the Series SWA 1995 Trust N397SWN604SW-I Certificate and the issuance of the Series SWA 1995 Trust N397SW N604SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement15; or (9) to include on the Certificates any legend as may be required by applicable law.

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; ; TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -50- 57 (8) to provide for the redemption of (i) the Series SWA 1995 Trust N397SWN603SW-I Certificate and the issuance of the Series SWA 1995 Trust N397SW N603SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement15; or (9) to include on the Certificates any legend as may be required by applicable law.

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -51- 58 that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; (8) to provide for the redemption of (i) the Series SWA 1995 1996 Trust N397SWN620SW-I Certificate and the issuance of the Series SWA 1995 1996 Trust N397SW N620SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement15; or (9) to include on the Certificates any legend as may be required by applicable law.

Amendments to this Agreement Without Consent of Holders. The Owner Trustee and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Holder for any of the following purposes: (1) to correct any mistake or cure any ambiguity, defect or inconsistency herein or in the Certificates or to make any change not inconsistent with the provisions hereof; provided, that such change does not adversely affect the interests of any Holder; (2) to evidence the succession of another party as the Owner Trustee in accordance with the terms of the Trust Agreement or to evidence (in accordance with Article 9) the succession of a new trustee hereunder, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (3) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Holders; (4) to correct or amplify the description of any property at any time subject to the Lien of this Agreement or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Agreement or to subject to the Lien of this Agreement the Airframe or Engines or TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -54- 61 airframe or engines substituted for the Airframe or Engines in accordance herewith or with the Lease; provided, that Trust Supplements entered into for the purpose of subjecting to the Lien of this Agreement the Airframe or Engines (or the Replacement Airframe or any Replacement Engines) in accordance with the Lease need only be executed by the Owner Trustee; (5) to add to the covenants of the Owner Trustee, for the benefit of the Holders, or to surrender any rights or power herein conferred upon the Owner Trustee or the Owner Participant; (6) to add to the rights of the Holders; (7) to provide for the assumption by the Company of the obligations of the Owner Trustee hereunder in accordance with the terms and conditions applicable thereto specified in Section 7.03; ; TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -50- 57 (8) to provide for the redemption of (i) the Series SWA 1995 Trust N397SWN605SW-I Certificate and the issuance of the Series SWA 1995 Trust N397SW N605SW Certificates in accordance with the terms and conditions applicable thereto specified in Article 15 or (ii) any Series SWA 1995 Trust N397SW Certificates issued hereunder and the issuance of the New Debt in accordance with the terms and conditions applicable thereto specified in Section 17 of the Participation Agreement15; or (9) to include on the Certificates any legend as may be required by applicable law.