Common use of Borrower Merger Clause in Contracts

Borrower Merger. The Borrower may not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby all or substantially all of its liabilities, property and assets would become the property of any other Person or, in the case of any such Merger, of the continuing corporation or limited liability company resulting therefrom (collectively, the “Successor”) unless: (i) no Event of Default has occurred and is continuing or would result therefrom; (ii) the Successor will be liable for the obligations of the Borrower under the Operative Documents to which it is a party, and each Loan Participant shall have received evidence reasonably satisfactory to it of such liability; (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and such other actions with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (and the Loan Participants shall have received evidence reasonably satisfactory to them to such effect). As used herein,

Borrower Merger. The (i) Borrower may shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby convey all or substantially all of its liabilitiesassets in one or a series of related transactions to, property and assets would become the property of or consolidate with or merge with or into any other Person orunder circumstances in which Borrower is not the surviving corporation, unless: (1) after giving effect to such conveyance, consolidation or merger, such Person is organized, existing, and in good standing under the Laws of the United States, any state of the United States, or the District of Columbia, and, upon consummation of such transaction, such Person will be a U.S. Air Carrier; and (2) such Person executes and delivers to Security Agent a duly authorized, legal, valid and binding agreement, reasonably satisfactory in form and substance to Security Agent, containing an effective assumption by such Person of the due and punctual performance and observance of each covenant, agreement, and condition in the Operative Agreements to be performed or observed by Borrower, together with customary officer’s certificates and legal opinions in form and substance satisfactory to Security Agent; and (3) such Person, immediately after giving effect to such conveyance, consolidation or merger, shall have a tangible net worth of not less than the lesser of (aa) Borrower’s tangible net worth (determined in each case of any such Merger, in accordance with GAAP) as of the continuing corporation calendar quarter ending March 31, 2006 or limited liability company resulting therefrom (collectivelybb) Borrower’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such conveyance, the “Successor”consolidation or merger; (4) unless: (i) immediately after giving effect to such conveyance, consolidation or merger, no Event of Default has occurred and or is continuing continuing, and (5) Borrower has at least thirty (30) days prior to such conveyance, consolidation or would result therefrom; merger, given written notice of such transaction to Security Agent. (ii) the Successor Upon any such conveyance, consolidation or merger of Borrower with or into any Person in accordance with this Section 6(b), such Person will succeed to, and be liable for the obligations of the substituted for, and may exercise every right and power of, Borrower under the Operative Documents to which it is a partyAgreements with the same effect as if such Person had been named as “Borrower” therein. No such conveyance, and each Loan Participant consolidation or merger shall have received evidence reasonably satisfactory to it the effect of releasing Borrower or such liability; (iii) Person from any of the Successor is a corporation obligations, liabilities, covenants, or limited liability company formed undertakings of Borrower under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and such other actions with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (and the Loan Participants shall have received evidence reasonably satisfactory to them to such effect). As used herein,Agreements.

Borrower Merger. The For so long as the Mortgage remains in force, the Borrower may shall not enter consolidate with or merge into or with any transaction (whether by way of reconstructionother Person, reorganization, consolidation, amalgamation, mergerand not convey, transfer, sale, lease or otherwise, a “Merger”) whereby otherwise dispose of all or substantially all of its liabilities, property and other assets would become to, or acquire all or any substantial part of the property or other assets or capital stock of (if such acquisition is analogous in either purpose or effect to a consolidation or merger), any other Person orPerson, in the case of any such Merger, of the continuing corporation or limited liability company resulting therefrom (collectively, the “Successor”) unless: : (i) no Event Such transaction shall not have any material adverse effect on the rights of Default has occurred and is continuing the Lenders or would result therefrom; the Administrative Agent under or in respect of the Operative Documents or the Aircraft; (ii) The Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially all of such property and other assets or stock (the "Successor will Entity"): (A) shall be liable for a corporation organized and existing under the obligations laws of the United Sates or any state thereof or the District of Columbia; (B) immediately after giving effect to such transaction, shall be the Borrower or shall have acquired or succeeded to all or substantially all of the property and other assets of the Borrower (if such assets are being transferred) as an entirety, and shall have a tangible net worth (determined in accordance with GAAP) of not less than the Borrower's tangible net worth (determined in accordance with GAAP) immediately prior to such transaction; (C) shall be a U.S. Air Carrier; and (D) shall execute and deliver to the Administrative Agent such recordations and filings with any Governmental Authority and such other documents as the Administrative Agent (at the direction of the Lenders) determines shall be reasonably necessary or advisable to evidence, or in connection with, such consolidation, merger, sale, lease, transfer or other disposition and an agreement, in form and substance reasonably satisfactory to the Administrative Agent (at the direction of the Lenders) which is a legal, valid, binding and enforceable assumption by such Successor Entity of the due and punctual performance and observance of each covenant and condition of the borrower under the Operative Documents to which it the Borrower is a party, and each Loan Participant shall an officer's certificate to such effect and to the effect that the other requirements of this Section have received evidence been satisfied, and a legal opinion from counsel to such effect and otherwise in such form and substance reasonably satisfactory to it the Administrative Agent (at the direction of such liability; the Lenders); (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings Such Person shall have been effected in order a credit rating (as determined by S&P or Moody's, as applicable) no worse than the Borrower's imxxxxxxxly prior to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carriersuch transaction; and (iv) all registrationsNo Default shall have occurred and be continuing or shall occur as a result thereof. Upon any consolidation or merger in accordance with this Section 9(a), recordings and filingsthe Successor Entity shall succeed to, and such other actions with respect to the Operative Documentsbe substituted for, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of may exercise every right and power of, the Borrower immediately prior to under this Agreement with the same effect as if such Merger (and Successor Entity had been named as the Loan Participants shall have received evidence reasonably satisfactory to them to such effect). As used Borrower herein,.

Borrower Merger. The (i) Borrower may shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby convey all or substantially all of its liabilities, property and assets would become the property in one or a series of related transactions or consolidate with or merge into any other Person orunder circumstances in which Borrower is not the surviving corporation, unless, only in the case of any a consolidation or merger: (1) after giving effect to such Mergerconsolidation or merger, such Person is organized, existing, and in good standing under the Laws of the continuing corporation United States, any state of the United States, or limited liability company resulting therefrom (collectivelythe District of Columbia, the “Successor”) unless: (i) no Event and, upon consummation of Default has occurred and is continuing or would result therefrom; (ii) the Successor such transaction, such Person will be liable a U.S. Air Carrier; and (2) such Person (aa) executes, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of Security Agent necessary to evidence the assumption by such Person of liability for all of the obligations of the Borrower under the Security Agreement and the other Operative Documents to which it is a partyDocuments, and each Loan Participant shall have received evidence reasonably satisfactory to it of (bb) make such liability; (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and take such other actions action with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants Security Agent to protect their its security interest in the Designated AircraftCollateral and obtain all consents of Airframe Manufacturer and the Engine Manufacturer to the extent necessary; and (vcc) cause to be delivered to Security Agent and the Lenders such legal opinions as any of them may reasonably request in connection with the matters specified in the preceding clauses (aa) and (bb); and (3) such Person or the Successor has a Tangible Net Worth Person, immediately after giving effect to such Merger no transaction, shall have a tangible net worth of not less than the Tangible Net Worth (aa) Borrower’s tangible net worth (determined in each case in accordance with GAAP) as of the Borrower Effective Date or (bb) Borrower’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such Merger transaction. (ii) Upon any such consolidation or merger of Borrower with any Person in accordance with this Section 6(b), such Person will succeed to, and be substituted for, and may exercise every right and power of, Borrower under the Loan Participants shall have received evidence reasonably satisfactory to them to Operative Agreements with the same effect as if such effect). As used herein,Person had been named as “Borrower” therein.

Borrower Merger. The Borrower may not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby all or substantially all of its liabilities, property and assets would become the property of any other Person or, in the case of any such Merger, of the continuing corporation or limited liability company resulting therefrom (collectively, the “Successor”) unless: (i) no Event of Default has occurred and is continuing or would result therefrom; (ii) the Successor will be liable for the obligations of the Borrower under the Operative Documents to which it is a party, and each the Loan Participant shall have received evidence reasonably satisfactory to it of such liability; (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee Loan Participant continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and such other actions with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants Participant to protect their its security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (and the Loan Participants Participant shall have received evidence reasonably satisfactory to them to such effect). As used herein,

Borrower Merger. The For so long as the Mortgage remains in force, --------------- the Borrower may shall not enter into any transaction (whether by way of reconstruction, reorganization, merger or consolidation, amalgamation, mergeror sell, transfer, sale, lease or otherwise, a “Merger”) whereby convey all or substantially all a substantial part of its liabilitiesassets, property and assets would become the property of any other Person orunless, only in the case of any such Merger, of the continuing corporation merger or limited liability company resulting therefrom (collectively, the “Successor”) unless: consolidation: (i) the Borrower shall be in compliance with the Financial Covenants in Exhibit C hereto and no Default under Sections 4.01, 4.02, 4.07 or 4.08 of the Mortgage or Event of Default has shall have occurred and is be continuing or would result therefrom; ; (ii) the Borrower is the surviving corporation or, if otherwise, such other Person or continuing corporation (herein called "Successor will Corporation") shall be liable a corporation incorporated under the --------------------- laws of a state of the United States, and shall be a U.S. Air Carrier; (iii) in the case of a Successor Corporation, such Successor Corporation shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Security Agent necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of the Borrower under the Mortgage and the other Operative Documents to which it is a partyDocuments, and each Loan Participant shall have received evidence reasonably satisfactory to it of (B) make such liability; (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and take such other actions action with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Designated Aircraft; , and (vC) such Person or cause to be delivered to the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (Security Agent and the Loan Participants shall have received evidence such legal opinions (which may be from in-house counsel) as any of them may reasonably satisfactory to them to such effectrequest in connection with the matters specified in the preceding clauses (A) and (B). As used * --- Upon any consolidation or merger in accordance with this Section 9(a), the Successor Corporation shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such Successor Corporation had been named as the Borrower herein,.

Borrower Merger. The Borrower may not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby all or substantially all of its liabilitiesundertaking, property and assets would become the property of any other Person or, in the case of any such Merger, of the continuing corporation or limited liability company resulting therefrom (collectively, the “SuccessorSuccessor Corporation”) unless: (i) no Event of Default has occurred and is continuing or would result therefrom; (ii) the Person acquiring the undertaking, property or assets will become, or the Successor Corporation will be be, liable for the obligations of the Borrower under the Operative Documents to which it is a party, and each Loan Participant the Agent shall have received evidence reasonably satisfactory to it of such liability; , (iii) such Person or the Successor Corporation is a corporation or limited liability company formed incorporated under the laws of any state in the United States or one of its States (and, if not a Delaware corporation or limited liability companyDelaware, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the each Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and such other actions with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants Agent to protect their security interest in the each Designated Aircraft; and (v) such Person or the Successor Corporation has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (and the Loan Participants Agent shall have received evidence reasonably satisfactory to them it to such effect). As used herein,

Borrower Merger. The For so long as the Mortgage remains in force, the Borrower may shall not enter consolidate with or merge into or --------------- with any transaction (whether by way of reconstructionother Person, reorganization, consolidation, amalgamation, mergerand not convey, transfer, sale, lease or otherwise, a “Merger”) whereby otherwise dispose of all or substantially all of its liabilities, property and other assets would become to, or acquire all or any substantial part of the property or other assets or capital stock of (if such acquisition is analogous in either purpose or effect to a consolidation or merger), any other Person orPerson, in the case of any such Merger, of the continuing corporation or limited liability company resulting therefrom (collectively, the “Successor”) unless: : (i) no Event Such transaction shall not have any material adverse effect on the rights of Default has occurred and is continuing the Lender, the Administrative Agent or would result therefrom; the Collateral Agent under or in respect of the Operative Documents or the Aircraft; (ii) The Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially all of such property and other assets or stock (the "Successor will Entity"): (A) shall be liable for a corporation organized and existing under the obligations laws of the United Sates or any state thereof or the District of Columbia; (B) immediately after giving effect to such transaction, shall be the Borrower or shall have acquired or succeeded to all or substantially all of the property and other assets of the Borrower (if such assets are being transferred) as an entirety, and shall have a tangible net worth (determined in accordance with GAAP) of not less than the Borrower's tangible net worth (determined in accordance with GAAP) immediately prior to such transaction; (C) shall be a U.S. Air Carrier; and (D) shall execute and deliver to the Administrative Agent and Collateral Agent such recordations and filings with any Governmental Authority and such other documents as the Administrative Agent or Collateral Agent (at the direction of the Lender) determines shall be reasonably necessary or advisable to evidence, or in connection with, such consolidation, merger, sale, lease, transfer or other disposition and an agreement, in form and substance reasonably satisfactory to the Administrative Agent or Collateral Agent (at the direction of the Lender) which is a legal, valid, binding and enforceable assumption by such Successor Entity of the due and punctual performance and observance of each covenant and condition of the borrower under the Operative Documents to which it the Borrower is a party, and each Loan Participant shall an officer's certificate to such effect and to the effect that the other requirements of this Section have received evidence been satisfied, and a legal opinion from counsel to such effect and otherwise in such form and substance reasonably satisfactory to it the Administrative Agent or Collateral Agent (at the direction of such liability; the Lender); (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings Such Person shall have been effected in order to ensure that a credit rating of "B-" or its equivalent (as determined by S&P or Xxxxx'x, as applicable) or higher from S&P or the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrierequivalent rating from Xxxxx'x; and (iv) all registrationsNo Default shall have occurred and be continuing or shall occur as a result thereof. Upon any consolidation or merger in accordance with this Section 9(a), recordings and filingsthe Successor Entity shall succeed to, and such other actions with respect to the Operative Documentsbe substituted for, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of may exercise every right and power of, the Borrower immediately prior to under this Agreement with the same effect as if such Merger (and Successor Entity had been named as the Loan Participants shall have received evidence reasonably satisfactory to them to such effect). As used Borrower herein,.

Borrower Merger. The (i) Borrower may shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby convey all or substantially all of its liabilities, property and assets would become the property in one or a series of related transactions or consolidate with or merge into any other Person orunder circumstances in which Borrower is not the surviving corporation, unless, only in the case of any a consolidation or merger: (1) after giving effect to such Mergerconsolidation or merger, such Person is organized, existing, and in good standing under the Laws of the continuing corporation United States, any state of the United States, or limited liability company resulting therefrom (collectivelythe District of Columbia, the “Successor”) unless: (i) no Event and, upon consummation of Default has occurred and is continuing or would result therefrom; (ii) the Successor such transaction, such Person will be liable a U.S. Air Carrier; and (2) such Person (aa) executes, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of Security Agent necessary to evidence the assumption by such Person of liability for all of the obligations of the Borrower under the Security Agreement and the other Operative Documents to which it is a partyDocuments, and each Loan Participant shall have received evidence reasonably satisfactory to it of (bb) make such liability; (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and take such other actions action with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants Security Agent to protect their its security interest in the Designated AircraftCollateral and obtain all consents of Airframe Manufacturer and the Engine Manufacturer to the extent necessary; and (vcc) cause to be delivered to Security Agent and the Lenders such legal opinions as any of them may reasonably request in connection with the matters specified in the preceding clauses (aa) and (bb). (ii) Upon any such consolidation or merger of Borrower with any Person in accordance with this Section 6(b), such Person will succeed to, and be substituted for, and may exercise every right and power of, Borrower under the Operative Agreements with the same effect as if such Person had been named as “Borrower” therein. (iii) In connection with any such consolidation or merger of Borrower with any Person in accordance with this Section 6(b), Borrower shall provide such information regarding any such consolidation or merger as the Successor has a Tangible Net Worth after giving effect Security Agent shall reasonably request; provided, Borrower shall not be obligated to provide any information regarding any such consolidation or merger for which Borrower is precluded by an existing contract or law from disclosing to the Security Agent, the Lenders or any third party not directly associated with any such consolidation or merger or any information that is deemed by Borrower at such time to be material non-public information. Borrower, Security Agent and the Lenders agree that it shall be reasonable for the Security Agent to request information which is similar in all material respects to such Merger no less than information as has been provided by Borrower to the Tangible Net Worth of the Borrower immediately Security Agent prior to the Effective Date; provided, such Merger (and the Loan Participants shall have received evidence reasonably satisfactory to them to such effect). As used herein,information is already in existence.

Borrower Merger. The (i) Borrower may shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby convey all or substantially all of its liabilitiesassets in one or a series of related transactions to, property and assets would become the property of or consolidate with or merge with or into any other Person orunder circumstances in which Borrower is not the surviving corporation, unless: (1) after giving effect to such conveyance, consolidation or merger, such Person is organized, existing, and in good standing under the Laws of the United States, any state of the United States, or the District of Columbia, and, upon consummation of such transaction, such Person will be a U.S. Air Carrier; and (2) such Person executes and delivers to Security Agent a duly authorized, legal, valid and binding agreement, reasonably satisfactory in form and substance to Security Agent, containing an effective assumption by such Person of the due and punctual performance and observance of each covenant, agreement, and condition in the Operative Agreements to be performed or observed by Borrower, together with customary officer’s certificates and legal opinions in form and substance satisfactory to Security Agent; and (3) such Person, immediately after giving effect to such conveyance, consolidation or merger, shall have a tangible net worth of not less than the lesser of (aa) Borrower’s tangible net worth (determined in each case of any such Merger, in accordance with GAAP) as of the continuing corporation calendar quarter ending March 31, 2005 or limited liability company resulting therefrom (collectivelybb) Borrower’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such conveyance, the “Successor”consolidation or merger; (4) unless: (i) immediately after giving effect to such conveyance, consolidation or merger, no Event of Default has occurred and or is continuing continuing, and (5) Borrower has at least thirty (30) days prior to such conveyance, consolidation or would result therefrom; merger, given written notice of such transaction to Security Agent. (ii) the Successor Upon any such conveyance, consolidation or merger of Borrower with or into any Person in accordance with this Section 6(b), such Person will succeed to, and be liable for the obligations of the substituted for, and may exercise every right and power of, Borrower under the Operative Documents to which it is a partyAgreements with the same effect as if such Person had been named as “Borrower” therein. No such conveyance, and each Loan Participant consolidation or merger shall have received evidence reasonably satisfactory to it the effect of releasing Borrower or such liability; (iii) Person from any of the Successor is a corporation obligations, liabilities, covenants, or limited liability company formed undertakings of Borrower under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and such other actions with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (and the Loan Participants shall have received evidence reasonably satisfactory to them to such effect). As used herein,Agreements.

Borrower Merger. The Borrower may not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale, lease or otherwise, a “Merger”) whereby all or substantially all of its liabilities, property and assets would become the property of any other Person or, in the case of any such Merger, of the continuing corporation or limited liability company resulting therefrom (collectively, the “Successor”) unless: (i) no Event of Default has occurred and is continuing or would result therefrom; (ii) the Successor will be liable for the obligations of the Borrower under the Operative Documents to which it is a party, and each the Loan Participant shall have received evidence reasonably satisfactory to it of such liability; (iii) the Successor is a corporation or limited liability company formed under the laws of the United States or one of its States (and, if not a Delaware corporation or limited liability company, all UCC filings shall have been effected in order to ensure that the Security Trustee Loan Participant continues to have a first priority and perfected lien against the Mortgage Estate in respect of the Designated Aircraft) and is a certified air carrier; (iv) all registrations, recordings and filings, and such other actions with respect to the Operative Documents, shall have been effected as shall be necessary or advisable in the reasonable opinion of the Loan Participants Participant to protect their its security interest in the Designated Aircraft; and (v) such Person or the Successor has a Tangible Net Worth after giving effect to such Merger no less than the Tangible Net Worth of the Borrower immediately prior to such Merger (and the Loan Participants Participant shall have received evidence reasonably satisfactory to them to such effect). As used herein,, [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.