Common use of Borrower Merger Clause in Contracts

Borrower Merger. Notwithstanding that the consummation of a Borrower Merger may be undertaken in discrete steps, the order of such events shall not result in any Default or Event of Default hereunder so long as the Surviving Obligors are otherwise in compliance with the terms of this Agreement and the other Loan Documents immediately after the consummation of such Borrower Merger. Upon the consummation of a Borrower Merger, (a) the obligations of each Non-Surviving Obligor in respect of any Subcommitments, Loans, Letters of Credit, indemnities and fees and expenses owed by it shall be deemed assumed by the Surviving Obligors in such Borrower Merger, (b) each Subsidiary of a Non-Surviving Borrower that becomes a Subsidiary of the Surviving Borrower shall be deemed a Subsidiary Guarantor of the Surviving Borrower to the extent such Subsidiary was a Subsidiary Guarantor of the Non-Surviving Obligor immediately prior to the consummation of such Borrower Merger (and shall enter into such document, certificate and agreement, and take such actions as required by Section 5.08(a)), and (c) each Non-Surviving Obligor shall be released from all representations, warranties and covenants made by it hereunder or under any other Loan Document and such Non-Surviving Obligor shall no longer be deemed a “Borrower”, a “Subsidiary Guarantor or an “Obligor”, as applicable, for any purpose hereunder or under the other Loan Documents and, to the extent any provision of this Agreement (other than Sections 6.03(e)) or any other Loan Document would be violated or breached by such Non-Surviving Obligor (or any non-compliance by such Non-Surviving Obligor with any such provision would result in a Default or Event of Default) as a result of the consummation of such Borrower Merger, such provision shall be deemed modified with respect to such Non-Surviving Obligor to the extent necessary to give effect to such Borrower Merger.

Borrower Merger. Notwithstanding that the consummation of a Borrower Merger may be undertaken in discrete steps, the order of such events shall not result in any Default or Event of Default hereunder For so long as the Surviving Obligors are Mortgage remains in force, the Borrower shall not consolidate with or merge into or with any other Person, and not convey, transfer, lease or otherwise dispose of all or substantially all of its property and other assets to, or acquire all or any substantial part of the property or other assets or capital stock of (if such acquisition is analogous in compliance with the terms of this Agreement and the either purpose or effect to a consolidation or merger), any other Loan Documents immediately after the consummation of such Borrower Merger. Upon the consummation of a Borrower Merger,Person, unless: (ai) Such transaction shall not have any material adverse effect on the obligations rights of each Non-Surviving Obligor the Lenders or the Administrative Agent under or in respect of any Subcommitmentsthe Operative Documents or the Aircraft; (ii) The Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, Loanstransfer, Letters lease or other disposition all or substantially all of Credit, indemnities such property and fees and expenses owed by it other assets or stock (the "Successor Entity"): (A) shall be deemed assumed by a corporation organized and existing under the Surviving Obligors in such Borrower Merger, (b) each Subsidiary of a Non-Surviving Borrower that becomes a Subsidiary laws of the Surviving Borrower United Sates or any state thereof or the District of Columbia; (B) immediately after giving effect to such transaction, shall be deemed a Subsidiary Guarantor the Borrower or shall have acquired or succeeded to all or substantially all of the Surviving Borrower to the extent such Subsidiary was a Subsidiary Guarantor property and other assets of the Non-Surviving Obligor 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 consummation 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 Borrower Merger (consolidation, merger, sale, lease, transfer or other disposition and shall enter into such document, certificate and an agreement, in form and take substance reasonably satisfactory to the Administrative Agent (at the direction of the Lenders) which is a legal, valid, binding and enforceable assumption by such actions Successor Entity of the due and punctual performance and observance of each covenant and condition of the Borrower under the Operative Documents to which the Borrower is a party, and an officer's certificate to such effect and to the effect that the other requirements of this Section have been satisfied, and a legal opinion from counsel to such effect and otherwise in such form and substance reasonably satisfactory to the Administrative Agent (at the direction of the Lenders); (iii) Such Person shall have a credit rating (as required determined by Section 5.08(a))S&P or Moody's, as applicable) no worse than the Borrower's immediately xxxxx xo such transaction; and (civ) each Non-Surviving Obligor No Default shall have occurred and be released from all representations, warranties and covenants made by it hereunder continuing or under any other Loan Document and such Non-Surviving Obligor shall no longer be deemed a “Borrower”, a “Subsidiary Guarantor or an “Obligor”, as applicable, for any purpose hereunder or under the other Loan Documents and, to the extent any provision of this Agreement (other than Sections 6.03(e)) or any other Loan Document would be violated or breached by such Non-Surviving Obligor (or any non-compliance by such Non-Surviving Obligor with any such provision would result in a Default or Event of Default) occur as a result of thereof. Upon any consolidation or merger in accordance with this Section 9(a), the consummation of Successor Entity 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 Entity had been named as the Borrower Merger, such provision shall be deemed modified with respect to such Non-Surviving Obligor to the extent necessary to give effect to such Borrower Mergerherein.

Borrower Merger. Notwithstanding that the consummation of a Borrower Merger may be undertaken in discrete steps, the order of such events shall not result in any Default or Event of Default hereunder For so long as the Surviving Obligors are Mortgage remains in force, the Borrower shall not consolidate with or merge into or with any other Person, and not convey, transfer, lease or otherwise dispose of all or substantially all of its property and other assets to, or acquire all or any substantial part of the property or other assets or capital stock of (if such acquisition is analogous in compliance with the terms of this Agreement and the either purpose or effect to a consolidation or merger), any other Loan Documents immediately after the consummation of such Borrower Merger. Upon the consummation of a Borrower Merger,Person, unless: (ai) Such transaction shall not have any material adverse effect on the obligations rights of each Non-Surviving Obligor the Lenders or the Administrative Agent under or in respect of any Subcommitmentsthe Operative Documents or the Aircraft; (ii) The Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, Loanstransfer, Letters lease or other disposition all or substantially all of Credit, indemnities such property and fees and expenses owed by it other assets or stock (the "Successor Entity"): (A) shall be deemed assumed by a corporation organized and existing under the Surviving Obligors in such Borrower Merger, (b) each Subsidiary of a Non-Surviving Borrower that becomes a Subsidiary laws of the Surviving Borrower United Sates or any state thereof or the District of Columbia; (B) immediately after giving effect to such transaction, shall be deemed a Subsidiary Guarantor the Borrower or shall have acquired or succeeded to all or substantially all of the Surviving Borrower to the extent such Subsidiary was a Subsidiary Guarantor property and other assets of the Non-Surviving Obligor 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 consummation 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 Borrower Merger (consolidation, merger, sale, lease, transfer or other disposition and shall enter into such document, certificate and an agreement, in form and take substance reasonably satisfactory to the Administrative Agent (at the direction of the Lenders) which is a legal, valid, binding and enforceable assumption by such actions as required by Successor Entity of the due and punctual performance and observance of each covenant and condition of the Borrower under the Operative Documents to which the Borrower is a party, and an officer's certificate to such effect and to the effect that the other requirements of this Section 5.08(ahave been satisfied, and a legal opinion from counsel to such effect and otherwise in such form and substance reasonably satisfactory to the Administrative Agent (at the direction of the Lenders)), and; (ciii) each Non-Surviving Obligor Such Person shall be released from all representations, warranties and covenants made have a credit rating (as determined by it hereunder S&P or under any other Loan Document and such Non-Surviving Obligor shall no longer be deemed a “Borrower”, a “Subsidiary Guarantor or an “Obligor”Moody's, as applicable, for any purpose hereunder ) no worse than the Borrower's immediately prior to such transacxxxx; xnd (iv) No Default shall have occurred and be continuing or under the other Loan Documents and, to the extent any provision of this Agreement (other than Sections 6.03(e)) or any other Loan Document would be violated or breached by such Non-Surviving Obligor (or any non-compliance by such Non-Surviving Obligor with any such provision would result in a Default or Event of Default) shall occur as a result of thereof. Upon any consolidation or merger in accordance with this Section 9(a), the consummation of Successor Entity 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 Entity had been named as the Borrower Merger, such provision shall be deemed modified with respect to such Non-Surviving Obligor to the extent necessary to give effect to such Borrower Mergerherein.

Borrower Merger. Notwithstanding that For so long as the consummation of a Borrower Merger may be undertaken Mortgage remains in discrete stepsforce, the order Borrower shall not enter into any merger or consolidation, or sell, transfer, lease or convey all or a substantial part of its assets, unless, only in the case of such events shall not result in any merger or consolidation: (i) no Default or Event of Default hereunder so long as shall have occurred and be continuing or would result therefrom; (ii) the Surviving Obligors are otherwise Borrower is the surviving corporation or, if otherwise, such other Person or continuing corporation (herein called “Successor Corporation”) shall be a corporation incorporated under the laws of a state of the United States, shall be a U.S. Air Carrier, and after giving effect to such merger, consolidation, sale, transfer, lease or conveyance, the net worth of the Successor Corporation is not less than the greater of (1) the lesser of Borrower’s tangible net worth immediately before the Merger and Borrower’s tangible net worth on December 31, 2004 and (2) 75% of Borrower’s tangible net worth immediately before the Merger; (iii) in compliance the case of a Successor Corporation, such Successor Corporation shall: (1) execute, prior to or contemporaneously with the terms of this Agreement and the other Loan Documents immediately after the consummation of such Borrower Merger. Upon transaction, such agreements, if any, as are in the consummation reasonable opinion of a Borrower Merger, (a) the Security Agent necessary or advisable to evidence the assumption by the Successor Corporation of liability for all of the obligations of each Non-Surviving Obligor in respect of any Subcommitments, Loans, Letters of Credit, indemnities the Borrower under the Mortgage and fees and expenses owed by it shall be deemed assumed by the Surviving Obligors in such Borrower Merger,other Operative Documents; (b2) each Subsidiary of a Non-Surviving Borrower that becomes a Subsidiary of the Surviving Borrower shall be deemed a Subsidiary Guarantor of the Surviving Borrower to the extent make such Subsidiary was a Subsidiary Guarantor of the Non-Surviving Obligor immediately prior to the consummation of such Borrower Merger (recordings and shall enter into such document, certificate and agreementfilings, and take such actions other action with respect to the Operative Documents, as required by Section 5.08(a)), shall be necessary or advisable in the reasonable opinion of the Loan Participants to protect their security interest in the Aircraft and obtain all consents of Manufacturers to the extent necessary; and (c3) each Non-Surviving Obligor shall cause to be released from all representations, warranties and covenants made by it hereunder or under any other Loan Document and such Non-Surviving Obligor shall no longer be deemed a “Borrower”, a “Subsidiary Guarantor or an “Obligor”, as applicable, for any purpose hereunder or under the other Loan Documents and, delivered to the extent any provision of this Agreement Security Agent and the Loan Participants such legal opinions (other than Sections 6.03(e)) or any other Loan Document would which may be violated or breached by such Nonfrom in-Surviving Obligor (or any non-compliance by such Non-Surviving Obligor with any such provision would result in a Default or Event of Defaulthouse counsel) as a result any of * Indicates that certain information contained herein has been omitted and filed separately with the consummation of such Borrower Merger, such provision shall be deemed modified Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. them may reasonably request in connection with the matters specified in the preceding clauses (1) and (2). 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 Non-Surviving Obligor to Successor Corporation had been named as the extent necessary to give effect to such Borrower Mergerherein.