Common use of Consolidation, Merger, etc Clause in Contracts

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an and (iii) a United States certificated air carrier operating certificate issued by carrier, if and so long as such status is a condition of entitlement to the Federal Aviation Administrationbenefits of Section 1110 of the Bankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. ss. 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Aircraft; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements Agreements, the Participation Agreements, and of this Agreement each other Note Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable (as defined in any Lease or any Indenture relating to the Certificates or event which isan Owned Aircraft), or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation Person or convey, transfer or lease substantially all of its assets as an entirety to any Person Person, unless: (ai) the corporation formed by such consolidation successor or into which transferee entity shall, if and to the Company is merged or the Person which acquires by conveyanceextent required under Section 1110 in order that any Loan Trustee continues to be entitled to any benefits of Section 1110 with respect to any Aircraft, transfer or lease substantially all be a holder of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing Chapter 447 of Title 49 of the operation in air transportation of United States Code for aircraft capable of carrying 10 ten or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyancecargo, transfer or lease substantially all of the assets of the Company as an entirety and shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable an agreement in form and substance reasonably satisfactory to containing the Trustee containing an express assumption by such successor corporation or Person transferee entity of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements NPA and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dii) the Company shall have delivered deliver to the Trustee an Officers' Certificate a certificate signed by a Responsible Officer of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (bi) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with5.02. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Note Documents, the NPA and this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation Person under circumstances in which the Company is not the surviving corporation, or convey, transfer or lease in one or more transactions all or substantially all of its assets as an entirety to any Person other Person, unless: (a) such Person is organized, existing and in good standing under the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all Laws of the assets of the Company as an entirety shall be organized and validly existing under the laws United States, any State of the United States of America or any state thereof or the District of Columbia and and, upon consummation of such transaction, such Person will be a "citizen of the United States" U.S. Air Carrier (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"Financing Documents), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121);; and (b) the corporation Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements Agreement and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate If any consolidation or merger of the Corporation with or merge into any other another corporation or convey, transfer other entity or lease the sale of all or substantially all of its assets to another corporation or other entity (each an "Extraordinary Event") shall be effected, then, as an entirety a condition of such Extraordinary Event, the Corporation shall cause lawful and adequate provision to be made whereby the registered holder of this Warrant shall thereafter have the right to receive, upon exercise hereof and the payment of the Exercise Price, in lieu of the shares of Common Stock of the Corporation immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or property (including cash) as may be issued or payable with respect to or in exchange for a number of shares of Common Stock of the Corporation immediately theretofore receivable upon the exercise of this Warrant had such Extraordinary Event not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any Person unless: (a) shares of stock, securities or property thereafter deliverable upon the corporation formed by exercise hereof. The foregoing provisions shall similarly apply to successive Extraordinary Events. The Corporation shall not effect any such consolidation consolidation, merger or into which the Company is merged sale of all or the Person which acquires by conveyance, transfer or lease substantially all of the its assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administrationunless, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver prior to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02consummation thereof, the successor corporation or Person formed by other entity (if other than the Corporation) resulting from such consolidation or into which merger or the Company is merged corporation or other entity purchasing such assets shall assume by written instrument executed and mailed to which the registered holder of this Warrant, at the last address of such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power ofregistered holder appearing on the books of the Corporation, the Company under this Agreement obligation to deliver to such registered holder such shares of stock, securities or property as, in accordance with the same effect as if foregoing provisions, such successor corporation registered holder may be entitled to purchase or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyreceive.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air a carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo and with respect to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)under the sections of Xxxxx 00, Xxxxxx Xxxxxx Code, relating to aviation; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements Documents and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates of each series or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document and of this Agreement applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not (so far as it is able) consolidate with or merge into any other corporation Person, or (so far as it is able) register the transfer of any shares in its share register with respect to any such consolidation or merger, or directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administrationshall expressly assume, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which if other than the Company is merged or the Person which acquires , by conveyancean agreement supplemental hereto, transfer or lease substantially all of the assets of the Company as an entirety shall execute executed and deliver delivered to the Trustee a duly authorized, valid, binding and enforceable agreement holder of this Instrument in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of holder, the due and punctual payment of the principal of and any interest on this Instrument and the performance and or observance of each every covenant and condition of this Instrument on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including the Companyconversion rights provided herein; (c2) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (db) the Company shall have delivered to the Trustee an Officers' Certificate Upon any consolidation of the Company and an Opinion of Counsel with, or merger of the Company (which may be into, any other Person, or transfer of a controlling interest in the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.024(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Instrument with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Instrument.

Consolidation, Merger, etc. The (a) Each of the Company and the Guarantor agrees that it shall not consolidate with or merge into any other corporation under circumstances where the Company or the Guarantor is not the surviving corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (aother than the Guarantor) unless the corporation formed by such consolidation or into which the Company or Guarantor is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company or the Guarantor, as the case may be, as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia Columbia, and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, such corporation or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute executes and deliver delivers to the Trustee a duly authorized, valid, binding and enforceable an agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person transferee entity of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Trust Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company;. (cb) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that Upon any such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02lease, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made transferee entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Trust Agreement with the same effect as if such successor corporation or Person transferee entity had been named as the Company or the Guarantor herein. No . (c) Immediately after giving effect to such transaction, no Event of Default or event which with notice or the passage of time or both would be an Event of Default shall have occurred and be continuing. (d) The Trustee may receive an Officer's Certificate and an Opinion of Counsel of the Company or the Guarantor, as the case may be, as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease lease, and any such assumption, complies with the provisions of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party7.02.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of aircraft opxxxxxxx xx xxx xxxxxxxxxxxxxx xx xxxxxaft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen shall expressly assume, if other than the Company, by an agreement supplemental hereto, executed and delivered to the holder of this Security in form satisfactory to the holder, the due and punctual payment of the United States" (as defined principal of and any interest on this Security and the performance or observance of every covenant of this Security on the part of the Company to be performed or observed, including, to the extent provided in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"2(o), pursuant the conversion rights provided herein (which shall thereafter relate to Xxxxxxx 000 xx Xxxxx 00common stock of such successor, Xxxxxx Xxxxxx Code, authorizing on a basis reasonably designed to preserve the operation in air transportation economic value to the holder of aircraft capable this Security of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121such conversion rights); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary of the Company at the time of such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (d3) the Company shall have has delivered to the Trustee holder of this Security an Officersofficers' Certificate of the Company certificate and an Opinion opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trusteecounsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and the assumption and, if a supplemental agreement mentioned is required in clause (b) above connection with such transaction, such supplemental agreement, comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. . (b) Upon any consolidation of the Company with, or mergermerger of the Company into, any other Person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company in accordance with Section 6(a) (except if such transaction involves a Change of Control resulting from a sale of all or substantially all of the assets of the Company as an entirety in accordance with solely for cash, and the holder of this Security has been paid the full amount due upon such Change of Control pursuant to Section 5.023(a) herein), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer or lease sell all or substantially all of its properties and assets as an entirety to any Person Person, unless: (a) if the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen shall expressly assume, if other than the Company, by an agreement supplemental hereto, executed and delivered to the Holder in form satisfactory to the Holder, the due and punctual payment of the United States" principal of this Note and the performance or observance of every covenant of this Note (as defined in Section 40102(a)(15including the conversion provisions contained herein) of Title 49 on the part of the United States Code) holding an air carrier operating certificate issued by Company to be performed or observed, including the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121);conversion rights provided herein; and (b) the corporation formed by such upon any consolidation or into which of the Company is merged with, or merger of the Company into, any other Person which acquires by or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.025(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall enter into a supplemental agreement pursuant to which such Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Note with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease and thereafter the predecessor Person shall be relieved of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in obligations and covenants under this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyNote.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with -42- 44 or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety (in one or a series of transactions) to any Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws Laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor and Indenture Trustee such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement paragraph have been satisfied, and a legal opinion from counsel to be performed or observed by the Company;such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen of shall expressly assume, if other than the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding Company, by an air carrier operating certificate issued by the Federal Aviation Administrationagreement supplemental hereto, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute executed and deliver delivered to the Trustee a duly authorized, valid, binding and enforceable agreement holder of this Security in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of holder, the due and punctual payment of the principal of and any interest on this Security and the performance and or observance of each every covenant and condition of this Security on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including the Companyconversion rights provided herein; (c2) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (db) the Company shall have delivered to the Trustee an Officers' Certificate Upon any consolidation of the Company and an Opinion of Counsel with, or merger of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trusteeinto, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, other Person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.026(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen of shall expressly assume, if other than the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding Company, by an air carrier operating certificate issued by the Federal Aviation Administrationagreement supplemental hereto, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute executed and deliver delivered to the Trustee a duly authorized, valid, binding and enforceable agreement holder of this Security in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of holder, the due and punctual payment of the principal of and any interest on this Security and the performance and or observance of each every covenant and condition of this Security on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including the Companyconversion rights provided herein; (c2) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (db) the Company shall have delivered to the Trustee an Officers' Certificate Upon any consolidation of the Company and an Opinion of Counsel with, or merger of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trusteeinto, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, other Person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.024(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. The Company shall not -------------------------- consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an and (iii) a United States certificated air carrier operating certificate issued by carrier, if and so long as such status is a condition of entitlement to the Federal Aviation Administrationbenefits of Section 1110 of the Bankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. (S). 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Aircraft; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements Agreements, the Participation Agreements, and of this Agreement each other Note Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable (as defined in any Lease or any Indenture relating to the Certificates or event which isan Owned Aircraft), or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. . (e) Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person person, and the Company shall not permit any person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another person or convey, transfer, sell or lease all or substantially all of its properties and assets to any person, the person formed by such consolidation or into which the Company is merged or the Person person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia and a "citizen shall expressly assume, by an agreement supplemental hereto, executed and delivered to the holder of this Security in form satisfactory to the holder, the due and punctual payment of the United States" principal of (as defined in Section 40102(a)(15and premium, if any) and any interest on this Security and the performance or observance of Title 49 every covenant of this Security on the part of the United States Code) holding an air carrier operating certificate issued by Company to be performed or observed, including the Federal Aviation Administrationconversion rights provided herein (which shall thereafter relate to common stock of such successor, or any successor agency thereto (on a basis reasonably designed to preserve the "FAA"), pursuant economic value to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation holder of aircraft capable this Security of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121such conversion rights); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a subsidiary of the Company as a result of such transaction as having been incurred by the Company or such subsidiary of the Company at the time of such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (d3) the Company shall have has delivered to the Trustee holder of this Security an Officersofficers' Certificate of the Company certificate and an Opinion opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trusteecounsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and the assumption and, if a supplemental agreement mentioned is required in clause (b) above connection with such transaction, such supplemental agreement, comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. . (b) Upon any consolidation of the Company with, or mergermerger of the Company into, any other person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.025(a), the successor corporation or Person person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. The If any consolidation or merger of the Company shall not consolidate with or merge into any other another corporation or convey, transfer other entity or lease the sale of all or substantially all of its assets to another corporation or other entity (each an "Extraordinary Event") shall be effected, then, as an entirety a condition of such Extraordinary Event, the Company shall cause lawful and adequate provision to be made whereby the Holders of Warrants shall thereafter have the right to receive, upon exercise hereof and the payment of the Exercise Price, in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the exercise of the Warrants, such shares of stock, securities or property (including cash) as may be issued or payable with respect to or in exchange for a number of shares of Common Stock of the Company immediately theretofore receivable upon the exercise of the Warrants had such Extraordinary Event not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holders of the Warrants to the end that the provisions hereof (including, without limitation, provisions for adjustments of the number of shares purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any Person unless: (a) shares of stock, securities or property thereafter deliverable upon the corporation formed by exercise hereof. The foregoing provisions shall similarly apply to successive Extraordinary Events. The Company shall not effect any such consolidation consolidation, merger or into which the Company is merged sale of all or the Person which acquires by conveyance, transfer or lease substantially all of the its assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administrationunless, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver prior to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02consummation thereof, the successor corporation or Person formed by other entity (if other than the Company) resulting from such consolidation or into which merger or the Company is merged corporation or other entity purchasing such assets shall assume by written instrument the obligation to which deliver to such conveyanceHolder such shares of stock, offer securities or lease is made shall succeed toproperty as, and be substituted for, and may exercise every right and power of, the Company under this Agreement in accordance with the same effect as if foregoing provisions, such successor corporation Holder may be entitled to purchase or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyreceive.

Consolidation, Merger, etc. The (i) Subject to the provisions of Subsection (ii) below of this Section 4.1(j), in case of the consolidation of the Company shall not consolidate with, or merger of the Company with or merge into into, or of the sale of all or substantially all of the properties and assets of the Company to, any Person, and in connection therewith consideration is payable to holders of Common Shares (or other corporation securities or conveyproperty purchasable upon exercise of Warrants) in exchange therefor, transfer the Warrants shall remain subject to the terms and conditions set forth in this Agreement and each Warrant shall, after such consolidation, merger or lease sale, entitle the Holder to receive upon exercise the number of shares in the capital or other securities or property (including cash) of or from the Person resulting from such consolidation or surviving such merger or to which such sale shall be made or of the parent of such Person, as the case may be, that would have been distributable or payable on account of the Common Shares if such Holder's Warrants had been exercised immediately prior to such merger, consolidation or sale (or, if applicable, the record date therefor); and in any such case the provisions of this Agreement with respect to the rights and interests thereafter of the Holders of Warrants shall be appropriately adjusted by the Board in good faith so as to be applicable, as nearly as may reasonably be, to any shares, other securities or any property thereafter deliverable on the exercise of the Warrants. (ii) Notwithstanding the foregoing, (x) if the Company merges or consolidates with, or sells all or substantially all of its property and assets as to, another Person (other than an entirety Affiliate of the Company) and consideration is payable to any Person unless: (a) the corporation formed by holders of Common Shares in exchange for their Common Shares in connection with such merger, consolidation or into sale which consists solely of cash, or (y) in the event of the dissolution, liquidation or winding up of the Company, then the Holders of Warrants shall be entitled to receive payments or distributions as of the date of such event on an equal basis with, and on the same day as, holders of Common Shares (or other securities purchasable upon exercise of the Warrants) as if the Warrants had been exercised immediately prior to such event, less an amount equal to the Exercise Price. Upon receipt of such payment, if any, the rights of a Holder shall terminate and cease and such Holder's Warrants shall expire. If the Company is merged or has made a Repurchase Offer that has not expired at the Person which acquires by conveyance, transfer or lease substantially all time of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event the holders of Default applicable the Warrants will be entitled to receive the higher of (i) the amount payable to the Certificates holders of the Warrants described above and (ii) the Repurchase Price payable to the holders of the Warrants pursuant to such Repurchase Offer. In case of any such merger, consolidation or sale of assets, the surviving or acquiring Person or, in the event which isof any dissolution, liquidation or after notice or passage winding up of timethe Company, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered deposit promptly with the Warrant Agent the funds or other consideration, if any, necessary to pay the Trustee an Officers' Certificate Holders of the Warrants. After receipt of such deposit from such Person or the Company and an Opinion after receipt of Counsel surrendered Warrant Certificates, the Warrant Agent shall make payment by delivering a check in such amount as is appropriate (or, in the case of the Company (which consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that Holder surrendering such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyWarrants.

Consolidation, Merger, etc. The In case of any consolidation of the -------------------------- Company shall not consolidate with or merge into any other corporation person, any merger of the Company into another person or conveyof another person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of its the properties and assets as an entirety to any Person unless: (a) of the corporation Company, the person formed by such consolidation or into which the Company is merged resulting from such merger or the Person which acquires by conveyancesuch properties and assets, transfer as the case may be (except if such transaction involves a sale of all or lease substantially all of the assets of the Company solely for cash, and the Holder has received as an entirety shall be organized and validly existing under the laws of the United States effective date of America or any state thereof or such transaction the District full amount of Columbia and consideration due to a "citizen holder of the United States" (as defined number of shares of Common Stock issuable upon exercise of this Warrant, assuming such exercise in Section 40102(a)(15) of Title 49 of full prior to the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"applicable effective date), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and holder of this Agreement Warrant a supplemental agreement providing that such holder have the right thereafter, during the period this Warrant shall be exercisable as specified in Section 1.1, to be performed or observed by exercise this Warrant for the Company; (c) immediately after giving effect to such transactionkind and amount of securities, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred cash and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that other property receivable upon such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyancesale, transfer or lease of substantially all (including any Common Stock retainable) by a holder of the assets number of shares of Common Stock of the Company as an entirety in accordance for which this Warrant might have been exercised immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a person with this Section 5.02which the Company consolidated, the successor corporation or Person formed by such consolidation or into which the Company is merged or which merged into the Company or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyancesale, transfer or lease was made, as the case may be (a "Constituent person"), or an affiliate of substantially all a Constituent person and (ii) failed to exercise his rights of election, if any, as to the assets kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the ------------------ purpose of this Section 2.14 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as an entirety shall have nearly equivalent as may be practicable to the effect of releasing adjustments to the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed Exercise Price provided for in this Section 5.02 from its liability in respect 2. The above provisions of this AgreementSection 2.14 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the Note Purchase Agreement kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of Common Stock. If this Section 2.14 applies to any Note Document event or occurrence, then the provisions of Sections 2.1 to which it is a party2.8 shall not apply.

Consolidation, Merger, etc. The Company shall not consolidate In case of any consolidation with or merge --------------------------- merger of the Company with or into any other another corporation or convey, transfer other entity (except for a merger or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into in which the Company is merged the continuing corporation other than as a subsidiary of another corporation or the Person which acquires by conveyanceother entity), transfer or in case of any sale, lease substantially all or conveyance to another corporation or other entity of the assets of the Company as an entirety or substantially as an entirety, such successor, purchasing, leasing or receiving corporation or other entity, as the case may be, shall, prior to and as a condition to the occurrence of such event, (i) execute with the Holder an agreement providing that the Holder shall be organized have the right thereafter to receive upon exercise of this Warrant the kind and validly existing under the laws amount of the United States shares of America stock and other securities, property, cash or any state combination thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that receivable upon such consolidation, merger, conveyancesale, transfer lease or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease or conveyance (provided that, if the holders of shares have the right to make an election with respect to the kind or amount of securities, cash or other property receivable upon consummation of such event, then the kind and amount of securities, cash or other consideration receivable to the assumption Holder upon consummation of such event shall be deemed to be the kind and amount so receivable per share by a plurality of the shares held by holders of such shares making such an election) and (ii) make effective provision in its certificate of incorporation or otherwise, if needed, in order to effect such agreement. Such agreement mentioned shall provide for adjustments which shall be equivalent to the adjustments in clause (b) above comply with Section 5 and shall contain provisions equivalent to this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party6.

Consolidation, Merger, etc. The If any (i) capital reorganization, (ii) reclassification, (iii) consolidation, merger, tender offer or other business combination of the Company shall not consolidate with or merge into any other corporation or conveyanother entity that involves a transfer of more than fifty percent (50%) of the voting power of the Company, transfer or lease substantially all of its assets as an entirety to any Person unless: (aiv) the corporation formed by such consolidation sale of all or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the Company’s assets to another entity, or (v) voluntary sale, conveyance, exchange or transfer of the voting Capital Stock of the Company as an entirety shall be organized and validly existing under that involves the laws sale, conveyance, exchange or transfer of more than fifty percent (50%) of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel voting power of the Company (which may each, an “Extraordinary Event”) shall be the Company's General Counsel) reasonably satisfactory effected, then, prior to the Trusteeconsummation of such Extraordinary Event, each stating the Company shall make appropriate provision, including providing written notice of the Extraordinary Event to the Holder at least ten (10) Business Days prior to effecting such Extraordinary Event, to ensure that such consolidationthe Holder shall thereafter have the right to purchase and receive, merger, conveyance, transfer or lease upon exercise hereof and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all payment of the assets Exercise Price, in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or property (including cash) as an entirety may be issued or payable with respect to or in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which exchange for a number of shares of Common Stock of the Company is merged or to which immediately theretofore purchasable and receivable upon the exercise of this Warrant had such conveyance, offer or lease is made shall succeed toExtraordinary Event not taken place, and in any such case appropriate provision shall be substituted formade with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or property thereafter deliverable upon the exercise every right hereof (without duplication with Sections 6.1 and power of, 6.2 hereof). The Holder agrees to keep all information it receives regarding the Company under this Agreement with the same effect as if Extraordinary Event confidential until such successor corporation or Person had been named time as the Company hereinhas disclosed such information publicly. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety The foregoing provisions shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document similarly apply to which it is a partysuccessive Extraordinary Events.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air a carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo and with respect to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)under the sections of Txxxx 00, Xxxxxx Xxxxxx Code, relating to aviation; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements Documents and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates of each series or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document and of this Agreement applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other Person under circumstances in which the Company is not the surviving corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation Person formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall (i) be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) be a "“citizen of the United States" (” as defined in Section 40102(a)(1549 U.S.C. Sections 40102 (a) (15), as amended, and (iii) hold an air carrier operating certificate issued pursuant to Chapter 447 of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant cargo, if and so long as such status is a condition of entitlement to Part 121 the benefits of Section 1110 of the FAA's regulations Bankruptcy Reform Act of 1978, as amended (14 CFR Part 12111 U.S.C. Sections 1110);, with respect to the Leases or the Aircraft owned by the Company; and (b) the corporation Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements Documents and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such . The Trustee may request an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate of the Company and an Opinion of Counsel of the Company (which that may be the Company's ’s General Counsel, Deputy General Counsel, Associate General Counsel or other senior attorney of the Company) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Document applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person person, and the Company shall not permit any person to consolidate with or merge into the Company or, directly or indirectly, convey, trans­fer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another person or convey, transfer, sell or lease all or substantially all of its properties and assets to any person, the person formed by such consolidation consoli­dation or into which the Company is merged or the Person person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding shall expressly assume, by an air carrier operating certificate issued by the Federal Aviation Administrationagreement supplemental hereto, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute executed and deliver delivered to the Trustee a duly authorizedholder of this Security, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual payment of the principal of and interest on this Security and the performance and or observance of each every covenant and condition of this Security on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including the Companyconversion rights provided herein; (c2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a subsidiary of the Company as a result of such transaction as having been incurred by the Company or such subsidiary of the Company at the time of such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (d3) the Company shall have has delivered to the Trustee holder of this Security an Officersofficers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each certificate stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and the assumption and, if a supplemental agreement mentioned is required in clause (b) above connection with such transaction, such supplemental agreement, comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. . (b) Upon any consolidation of the Company with, or mergermerger of the Company into, any other person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.024(a), the successor corporation or Person person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. (a) The Company shall not consummate a consolidation with or merger into any other person or, directly or indirectly, the conveyance, transfer, sale or lease of all or substantially all of its properties and assets to any person, and the Company shall not permit any person to consummate a consolidation with or merger into the Company or, directly or indirectly, the conveyance, transfer, sale or lease all or substantially all of its properties and assets to the Company, unless: (1) in case the Company shall consolidate with or merge into any other corporation another person or convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person unless: (a) person, the corporation person formed by such consolidation or into which the Company is merged or the Person person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia and a "citizen shall expressly assume, by an agreement supplemental hereto, executed and delivered to the holder of this Security in form reasonably satisfactory to the holder, the due and punctual payment of the United States" principal of (as defined in Section 40102(a)(15and premium, if any) and any interest on this Security and the performance or observance of Title 49 every covenant of this Security on the part of the United States Code) holding an air carrier operating certificate issued by Company to be performed or observed, including the Federal Aviation Administrationconversion rights provided herein (which shall thereafter relate to common stock of such successor, or any successor agency thereto (on a basis reasonably designed to preserve the "FAA"), pursuant economic value to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation holder of aircraft capable this Security of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121such conversion rights); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a subsidiary of the Company as a result of such transaction as having been incurred by the Company or such subsidiary of the Company at the time of such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (d3) the Company shall have has delivered to the Trustee holder of this Security an Officersofficers' Certificate of the Company certificate and an Opinion opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trusteecounsel, each stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and the assumption and, if a supplemental agreement mentioned is required in clause (b) above connection with such transaction, such supplemental agreement, comply with this Section 5.02 in all material respects and that all conditions precedent herein provided for relating to such transaction have been complied with. with in all material respects. (b) Upon any consolidation of the Company with, or mergermerger of the Company into, any other person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.025(a), the successor corporation or Person person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. The Company Parties in Interest; ------------------------------------------------- Termination. ----------- (a) Without limiting Section 15.05(b), neither party (referred to in this Section 15.05(a) as a "transferring party") shall not consolidate with or merge into any other corporation entity or directly or indirectly convey, transfer or lease all or substantially all of its properties and assets as an entirety to any Person entity, unless: (a) , in each case, the corporation formed other party to such transaction expressly assumes, by a written agreement, executed and delivered to the other party hereto, in form reasonably satisfactory to such consolidation or into which the Company is merged or the Person which acquires by conveyanceother party, transfer or lease substantially all of the assets Liabilities of the Company as an entirety shall be organized transferring party under this Agreement and validly existing under the laws of the United States of America or any state thereof or the District of Columbia Ancillary Agreements and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and or observance of each every agreement and covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement and Ancillary Agreements on the part of the transferring party to be performed or observed by observed. (b) Neither of the Company;parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than members of the Equifax Group and the Certegy Group and the Equifax Indemnitees and Certegy Indemnitees under Articles IV and V hereof. (c) immediately after giving effect This Agreement (including Articles IV and V hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of Equifax without the approval of Certegy or the shareholders of Equifax. In the event of such transactiontermination, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default party shall have occurred and be continuing; and (d) the Company shall have delivered any liability of any kind to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, other party or any conveyanceother person. After the Distribution, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with may not be terminated except by an agreement in writing signed by the same effect as if such successor corporation parties; provided, however, that Articles IV and V shall not be terminated or Person had been named as amended after the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability Distribution in respect of this Agreement, any Equifax Indemnitee or Certegy Indemnitee without the Note Purchase Agreement or any Note Document to which it is a partyconsent of such person.

Consolidation, Merger, etc. The (i) Subject to the provisions of Subsection (ii) below of this Section 4.1(j), in case of the consolidation of the Company shall not consolidate with, or merger of the Company with or merge into into, or of the sale of all or substantially all of the properties and assets of the Company to, any Person, and in connection therewith consideration is payable to holders of Common Shares (or other corporation securities or conveyproperty purchasable upon exercise of Warrants) in exchange therefor, transfer the Warrants shall remain subject to the terms and conditions set forth in this Agreement and each Warrant shall, after such consolidation, merger or lease sale, entitle the Holder to receive upon exercise the number of shares in the capital or other securities or property (including cash) of or from the Person resulting from such consolidation or surviving such merger or to which such sale shall be made or of the parent of such Person, as the case may be, that would have been distributable or payable on account of the Common Shares if such Holder's Warrants had been exercised immediately prior to such merger, consolidation or sale (or, if applicable, the record date therefor); and in any such case the provisions of this Agreement with respect to the rights and interests thereafter of the Holders of Warrants shall be appropriately adjusted by the Board in good faith so as to be applicable, as nearly as may reasonably be, to any shares, other securities or any property thereafter deliverable on the exercise of the Warrants. (ii) Notwithstanding the foregoing, (x) if the Company merges or consolidates with, or sells all or substantially all of its property and assets as to, another Person (other than an entirety Affiliate of the Company) and consideration is payable to any Person unless: (a) the corporation formed by holders of Common Shares in exchange for their Common Shares in connection with such merger, consolidation or into sale which consists solely of cash, or (y) in the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all event of the assets dissolution, liquidation or winding up of the Company as an entirety Company, then the Holders of Warrants shall be organized and validly existing under entitled to receive distributions on the laws date of such event on an equal basis with holders of Common Shares (or other securities issuable upon exercise of the United States Warrants) as if the Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of America such payment, if any, the rights of a Holder shall terminate and cease and such Holder's Warrants shall expire. In case of any such merger, consolidation or sale of assets, the surviving or acquiring Person and, in the event of any state thereof dissolution, liquidation or the District of Columbia and a "citizen winding up of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationCompany, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered deposit promptly with the Warrant Agent the funds, if any, necessary to pay the Trustee an Officers' Certificate Holders of the Warrants. After receipt of such deposit from such Person or the Company and an Opinion after receipt of Counsel surrendered Warrant Certificates, the Warrant Agent shall make payment by delivering a check in such amount as is appropriate (or, in the case of the Company (which consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that Holder surrendering such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyWarrants.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety (in one or a series of transactions) to any Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws Laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor and Indenture Trustee such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement paragraph have been satisfied, and a legal opinion from counsel to be performed or observed by the Company;such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer permitted disposition to a Successor Entity shall relieve or lease release Lessee of substantially all of or from any obligations hereunder or under the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyother Operative Documents.

Consolidation, Merger, etc. The In case of any consolidation of the -------------------------- Company shall not consolidate with or merge into any other corporation Person, any merger of the Company into another Person or conveyof another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of its the properties and assets as an entirety to any of the Company, the Person unless: (a) the corporation formed by such consolidation or into which the Company is merged resulting from such merger or the Person which acquires by conveyancesuch properties and assets, transfer as the case may be (except if such transaction involves a Change of Control resulting from a sale of all or lease substantially all of the assets of the Company as an entirety shall be organized solely for cash, and validly existing under the laws holder of this Security has been paid the United States full amount due upon such Change of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Control pursuant to Section 40102(a)(153(a) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"herein), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and holder of this Agreement Security a supplemental agreement providing that such holder have the right thereafter, during the period this Security shall be convertible as specified in Section 2(a), to be performed or observed by convert this Security only into the Company; (c) immediately after giving effect to such transactionkind and amount of securities, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred cash and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that other property receivable upon such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyancesale, transfer or lease of substantially all (including any Common Stock retainable) by a holder of the assets number of shares of Common Stock of the Company as an entirety in accordance into which this Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with this Section 5.02which the Company consolidated, the successor corporation or Person formed by such consolidation or into which the Company is merged or which merged into the Company or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyancesale, transfer or lease was made, as the case may be (a "Constituent Person"), or an Affiliate of substantially all a ------------------ Constituent Person and (ii) failed to exercise his rights of election, if any, as to the assets kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the ------------------ purpose of this Section 2(o) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as an entirety shall have nearly equivalent as may be practicable to the effect of releasing adjustments to the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed Conversion Price provided for in this Section 5.02 from its liability in 2 with respect to any securities into which this Security becomes convertible pursuant to this Section 2(o). The above provisions of this AgreementSection 2(o) shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the Note Purchase Agreement kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of Common Stock. If this Section 2(o) applies to any Note Document event or occurrence, then the provisions of Sections 2(b) to which it is a party2(i) shall not apply.

Consolidation, Merger, etc. The In case of any consolidation of the -------------------------- Company shall not consolidate with or merge into any other corporation Person, any merger of the Company into another Person or conveyof another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of its the properties and assets as an entirety to any of the Company, the Person unless: (a) the corporation formed by such consolidation or into which the Company is merged resulting from such merger or the Person which acquires by conveyancesuch properties and assets, transfer as the case may be (except if such transaction involves a Change of Control resulting from a sale of all or lease substantially all of the assets of the Company as an entirety shall be organized solely for cash, and validly existing under the laws holder of this Security has been paid the United States full amount due upon such Change of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Control pursuant to Section 40102(a)(153(a) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"herein), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and holder of this Agreement Security a supplemental agreement providing that such holder have the right thereafter, during the period this Security shall be convertible as specified in Section 2(a), to be performed or observed by convert this Security only into the Company; (c) immediately after giving effect to such transactionkind and amount of securities, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred cash and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that other property receivable upon such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyancesale, transfer or lease of substantially all (including any Common Stock retainable) by a holder of the assets number of shares of Common Stock of the Company as an entirety in accordance into which this Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with this Section 5.02which the Company consolidated, the successor corporation or Person formed by such consolidation or into which the Company is merged or which merged into the Company or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyancesale, transfer or lease was made, as the case may be (a "Constituent Person"), or an Affiliate of substantially all a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the assets kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purpose of this Section 2(o) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as an entirety shall have nearly equivalent as may be practicable to the effect of releasing adjustments to the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed Conversion Price provided for in this Section 5.02 from its liability in 2 with respect to any securities into which this Security becomes convertible pursuant to this Section 2(o). The above provisions of this AgreementSection 2(o) shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the Note Purchase Agreement kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of Common Stock. If this Section 2(o) applies to any Note Document event or occurrence, then the provisions of Sections 2(b) to which it is a party2(i) shall not apply.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. ss. 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Leases; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the 50 -44- Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with -38- 44 or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety (in one or a series of transactions) to any Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws Laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor and Indenture Trustee such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement paragraph have been satisfied, and a legal opinion from counsel to be performed or observed by the Company;such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer permitted disposition to a Successor Entity shall relieve or lease release Lessee of substantially all of or from any obligations hereunder or under the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyother Operative Documents.

Consolidation, Merger, etc. (a) The Company shall Borrower will not consolidate with or merge into any other corporation into, or sell, assign, convey, lease or transfer all or lease substantially all of its assets and those of its Subsidiaries taken as a whole to, any Person, unless (i) the resulting, surviving or transferee Person expressly assumes all the obligations of the Borrower under this Agreement, the Term Notes and each other Loan Document to which the Borrower is a party pursuant to amendments in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders; (ii) such Person is organized and existing under the laws of the United States of America, a state thereof or the District of Columbia; (iii) at the time of the occurrence of such transaction and after giving effect to such transaction on a pro forma basis, such Person could incur $1.00 of additional Indebtedness pursuant to the first sentence of Section 7.2.1 (assuming a market rate of interest with respect to such additional Indebtedness); (iv) at the time of the occurrence of such transaction and after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of such Person is equal to or greater than the Consolidated Net Worth of the Borrower immediately prior to such transaction; (v) each Subsidiary Guarantor, to the extent applicable, will acknowledge and confirm in writing that its Subsidiary Guaranty will apply to such Person's obligations under this Agreement, the Term Notes and each other Loan Document to which it is (or will become) a party; and (vi) immediately before and immediately after giving effect to such transaction and treating any Indebtedness which becomes an entirety obligation of the Borrower or any of its Restricted Subsidiaries or of such Person as a result of such transaction as having been incurred by the Borrower or such Restricted Subsidiary or such Person, as the case may The Borrower shall deliver to the Administrative Agent prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, covering clauses (i), (ii), (v) and (vi) above, stating that the proposed transaction and such amendments comply with this Agreement. (b) No Subsidiary Guarantor will, and the Borrower will not permit a Subsidiary Guarantor to, in a single transaction or series of related transactions merge or consolidate with or into any other Person (other than the Borrower or any other Subsidiary Guarantor), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person unless: (aother than the Borrower or any other Subsidiary Guarantor) unless at the time and giving effect thereto: (i) either (1) such Subsidiary Guarantor is the continuing corporation or (2) the corporation Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which the Company such Subsidiary Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer transfer, lease or lease substantially all of disposition the properties and assets of the Company as an entirety shall be such Subsidiary Guarantor is a corporation duly organized and validly existing under the laws of the United States of America or America, any state thereof or the District of Columbia and expressly assumes all the obligations of such Guarantor under the Subsidiary Guaranty and each other Loan Document to which it is a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), party pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement amendments in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of Administrative Agent and the due Required Lenders; and punctual performance (ii) immediately before and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company . Such Subsidiary Guarantor shall have delivered deliver to the Trustee Administrative Agent prior to the consummation of the proposed transaction, in form and substance reasonably satisfactory to the Administrative Agent, an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such amendments, if required, comply with this Agreement. The provisions of this paragraph (b)will not apply to any transaction (including any Asset Sale made in accordance with Section 7.2.6) with respect to any Subsidiary Guarantor if the Guaranty of such Subsidiary Guarantor is released in connection with such transaction in accordance with the applicable provisions of this Agreement and the other Loan Documents. Upon any sale, exchange, transfer or lease other disposition to any Person of all of the Borrower's or a Restricted Subsidiary's Equity Interests in, or all or substantially all of the assets of, any Subsidiary Guarantor which is in compliance with this Agreement and the assumption agreement mentioned in clause other Loan Documents, such Subsidiary Guarantor will be released from all its obligations under the Subsidiary Guaranty. (bc) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer or lease disposition of all or substantially all of the properties and assets of the Company as an entirety Borrower or any Subsidiary Guarantor in accordance with the foregoing provisions of this Section 5.027.2.5, the successor corporation or Person formed by such consolidation or into which the Company Borrower or such Subsidiary Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, offer transfer, lease or lease disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Borrower or such Subsidiary Guarantor, as the case may be, under this Agreement Agreement, the Term Notes and/or the Subsidiary Guaranty, as the case may be, with the same effect as if such successor corporation or Person had been named as the Company Borrower or such Subsidiary Guarantor, as the case may be, herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed Term Notes and/or in this Section 5.02 from the Subsidiary Guaranty, as the case may be. When a successor assumes all the obligations of its liability in respect of predecessor under this Agreement, the Note Purchase Agreement Term Notes or any Note Document to which it is a party.the Subsidiary Guaranty, as the case may be, the predecessor

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. ss. 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Leases; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company;; and 45 (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety to or, without the prior consent of Owner Participant, acquire all or any Person substantial part of the property or other assets or capital stock (if such acquisition is analogous in purpose or effect to a consolidation or merger) of any corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; -42- 48 and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement paragraph have been satisfied, and a legal opinion from counsel to be performed or observed by the Company;such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer permitted disposition to a Successor Entity shall relieve or lease release Lessee of substantially all of or from any obligations hereunder or under the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyother Operative Documents.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety (in one or a series of transactions) to any Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws Laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor and Indenture Trustee such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, - 42 - 44 and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement paragraph have been satisfied, and a legal opinion from counsel to be performed or observed by the Company;such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer permitted disposition to a Successor Entity shall relieve or lease release Lessee of substantially all of or from any obligations hereunder or under the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyother Operative Documents.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer transfer, sell or lease its properties and assets as, or substantially all of its assets as as, an entirety to any Person unless: (a1) In the corporation event that the Company shall consolidate with or merge into another Person or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, partnership, limited liability company or other business entity organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, which shall, prior to or upon the consummation of such transaction, expressly assume, if other than the Company, by an agreement supplemental hereto, executed and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver delivered to the Trustee a duly authorized, valid, binding and enforceable agreement Holder of this Security in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of Holder, the due and punctual payment of the Principal Amount of and any interest on this Security and the performance and or observance of each every covenant and condition of this Security on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including without limitation the Company;Conversion Rights provided herein; and (c2) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and. (db) the Company shall have delivered to the Trustee an Officers' Certificate Upon any consolidation of the Company and an Opinion of Counsel with, or merger of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trusteeinto, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, other Person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.028(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or States, any state thereof of the United States or the District of Columbia and Columbia. (b) the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall (i) be a "citizen of the United States" (as defined in Section 49 U.S.C. 40102(a)(15), as amended, and (ii) hold an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA")as amended, pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant cargo; if and so long as such status is a condition of entitlement to Part 121 the benefits of Section 1110 of the FAA's regulations Bankruptcy Reform Act of 1978, as amended (14 CFR Part 12111 U.S.C. Section 1110); (bc) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each class a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documentsthis Agreement, the Note Purchase Agreement, the Other Pass Through Trust Agreements Agreement and of this Agreement any Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and[2001-1 Pass Through Trust Agreement] (d) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section ------- 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. The In case of any consolidation of the -------------------------- Company shall not consolidate with or merge into any other corporation person, any merger of the Company into another person or conveyof another person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of its the properties and assets as an entirety to any Person unless: (a) of the corporation Company, the person formed by such consolidation or into which the Company is merged resulting from such merger or the Person which acquires by conveyancesuch properties and assets, transfer as the case may be (except if such transaction involves a sale of all or lease substantially all of the assets of the Company solely for cash, and the Holder has received as an entirety shall be organized and validly existing under the laws of the United States effective date of America or any state thereof or such transaction the District full amount of Columbia and consideration due to a "citizen holder of the United States" (as defined number of shares of Common Stock issuable upon exercise of this Warrant, assuming such exercise in Section 40102(a)(15) of Title 49 of full prior to the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"applicable effective date), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and holder of this Agreement Warrant a supplemental agreement providing that such holder have the right thereafter, during the period this Warrant shall be exercisable as specified in Section 1.1, to be performed or observed by exercise this Warrant for the Company; (c) immediately after giving effect to such transactionkind and amount of securities, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred cash and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that other property receivable upon such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyancesale, transfer or lease of substantially all (including any Common Stock retainable) by a holder of the assets number of shares of Common Stock of the Company as an entirety in accordance for which this Warrant might have been exercised immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a person with this Section 5.02which the Company consolidated, the successor corporation or Person formed by such consolidation or into which the Company is merged or which merged into the Company or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyancesale, transfer or lease was made, as the case may be (a "Constituent person"), or an affiliate of substantially all a Constituent person and (ii) failed to exercise his rights of election, if any, as to the assets kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purpose of this Section 2.14 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as an entirety shall have nearly equivalent as may be practicable to the effect of releasing adjustments to the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed Exercise Price provided for in this Section 5.02 from its liability in respect 2. The above provisions of this AgreementSection 2.14 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the Note Purchase Agreement kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of Common Stock. If this Section 2.14 applies to any Note Document event or occurrence, then the provisions of Sections 2.1 to which it is a party2.8 shall not apply.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. Section 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Leases; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety to, or, without the prior consent of Owner Participant, acquire all or any substantial part of the property or other assets or capital stock of (if such acquisition is analogous in purpose or effect to a consolidation or merger), any Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all -42- 44 or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement paragraph have been satisfied, and a legal opinion from counsel to be performed or observed by the Company;such effect and otherwise in such form and substance reasonably satisfactory to Lessor; and (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer permitted disposition to a Successor Entity shall relieve or lease release Lessee of substantially all of or from any obligations hereunder or under the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyother Operative Documents.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person under circumstances where the Company is not the surviving Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: unless (ai) immediately prior to such transaction and immediately after giving effect to such transaction no Event of Default will have occurred or be continuing; (ii) the corporation Person formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under (x) the laws of the Republic of Chile or any territory thereof or (y) the laws of the United States of America or any state thereof or the District of Columbia Columbia, provided that, in the case of clause (y), such Person shall be a United States certificated air carrier, if and so long as such status is a "citizen condition of entitlement to the United States" (as defined in benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or as amended, with respect to any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged Leases or the Aircraft, and (iii) such Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable an agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company;. (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No . (c) The Trustee may request an Officer’s Certificate and an Opinion of Counsel of the Company as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease lease, and any such assumption, complies with the provisions of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party5.02.

Consolidation, Merger, etc. The Company shall not consolidate -------------------------- with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an and (iii) a United States certificated air carrier operating certificate issued by carrier, if and so long as such status is a condition of entitlement to the Federal Aviation Administrationbenefits of Section 1110 of the Bankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. ss. 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Aircraft; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements Agreements, the Participation Agreements, and of this Agreement each other Note Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable (as defined in any Lease or any Indenture relating to the Certificates or event which isan Owned Aircraft), or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company Xxxxxx shall not liquidate or dissolve; and Xxxxxx shall not consolidate with or merge into or with any other corporation or other Person (defined below), and Xxxxxx shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety 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 Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws of the United States of America or any state State thereof or the District of Columbia and a "citizen of the United States" Columbia; (as defined in Section 40102(a)(15B) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administrationimmediately after giving effect to such transaction, shall be Xxxxxx or any successor agency thereto (the "FAA"), pursuant shall have acquired or succeeded to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 all or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the property and other assets of the Company Xxxxxx (if such assets are being transferred) as an entirety entirety; (C) shall execute and deliver to the Trustee a duly authorizedXxxxxx such recordations and filings with any governmental entity and such other documents as Xxxxxx determines shall be reasonably necessary or advisable to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Xxxxxx, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Agreement and the Note Documentsother operative documents to which Xxxxxx is a party and agreement to be bound thereby, and an officer's certificate to such effect and to the Note Purchase 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 Xxxxxx. For the purposes of this Agreement, the Other Pass Through Trust Agreements and of this Agreement person shall be defined to be performed mean an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or observed by the Company;a governmental entity (or any department, agency, or political subdivision thereof); and (cii) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company continuing or shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company occur as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyresult thereof.

Consolidation, Merger, etc. The In case of any consolidation of the -------------------------- Company shall not consolidate with or merge into any other corporation Person, any merger of the Company into another Person or conveyof another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of its the properties and assets as an entirety to any of the Company, the Person unless: (a) the corporation formed by such consolidation or into which the Company is merged resulting from such merger or the Person which acquires by conveyancesuch properties and assets, transfer as the case may be (except if such transaction involves a Change of Control resulting from a sale of all or lease substantially all of the assets of the Company as an entirety shall be organized solely for cash, and validly existing under the laws holder of this Security has been paid the United States full amount due upon such Change of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Control pursuant to Section 40102(a)(153(a) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"herein), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and holder of this Agreement Security a supplemental agreement providing that such holder have the right thereafter, during the period this Security shall be convertible as specified in Section 2(a), to be performed or observed by convert this Security only into the Company; (c) immediately after giving effect to such transactionkind and amount of securities, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred cash and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that other property receivable upon such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyancesale, transfer or lease of substantially all (including any Common Stock retainable) by a holder of the assets number of shares of Common Stock of the Company as an entirety in accordance into which this Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with this Section 5.02which the Company consolidated, the successor corporation or Person formed by such consolidation or into which the Company is merged or which merged into the Company or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyancesale, transfer or lease was made, as the case may be (a "Constituent Person"), or an ------------------ Affiliate of substantially all a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the assets kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-Electing ------------ Share"), then for the purpose of this Section 2(o) the kind and amount of ----- securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as an entirety shall have nearly equivalent as may be practicable to the effect of releasing adjustments to the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed Conversion Price provided for in this Section 5.02 from its liability in 2 with respect to any securities into which this Security becomes convertible pursuant to this Section 2(o). The above provisions of this AgreementSection 2(o) shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the Note Purchase Agreement kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of Common Stock. If this Section 2(o) applies to any Note Document event or occurrence, then the provisions of Sections 2(b) to which it is a party2(i) shall not apply.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. ss. 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Leases; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement 50 each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company In case 7th Level shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety be a party to any Person unless: transaction providing for (ai) any acquisition of 7th Level by means of merger or other form of corporate reorganization in which outstanding shares of 7th Level are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation formed by such consolidation (the "Acquirer") or into which the Company is merged its subsidiary or the Person which acquires by conveyance, transfer (ii) a sale of all or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws 7th Level (on a consolidated basis) or (iii) any other transaction or series of related transactions by 7th Level in which in excess of 50% of 7th Level's voting power is transferred to a single entity or group acting in concert (each of the United States of America or any state thereof or the District of Columbia and foregoing being referred to as a "citizen of Combination"), Xxxxxxxx, at its sole option may choose to (1) exercise the United States" Xxxxxxxx Rights (as defined in Section 40102(a)(15whole or in part) of Title 49 of before the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Combination is closed (the "FAACombination Closing"); (2) as part of the Combination Closing, cause each Xxxxxxxx Right (or any then unexercised portion thereof, in whole or in part) to be converted into a right of the Acquirer on the same terms and conditions as the Xxxxxxxx Right so converted, except that the Acquirer right shall be exercisable for that number of shares of Acquirer Common Stock (or other consideration) that would have been obtained by Xxxxxxxx for such right in the Combination if it had fully exercised such Xxxxxxxx Right immediately prior to the Combination Closing; or (3) receive cash, for any Xxxxxxxx Right or portion which has not been exercised or converted pursuant to Xxxxxxx 000 xx Xxxxx 00(1) and (2) above, Xxxxxx Xxxxxx Code, authorizing in an amount equal to (A) in the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 case of the FAA's regulations Adjustment Rights, the unexercised Adjustment Amount and (14 CFR Part 121); (bB) in the corporation formed by such consolidation or into which case of any Xxxxxxxx Rights, other than the Company is merged or Adjustment Rights, the Person which acquires by conveyance, transfer or lease substantially all Black-Scholes value of the assets Xxxxxxxx Rights based on the 260-day volatility as reported by Bloomberg and the full term of the Company Xxxxxxxx Rights. 7th Level agrees that it shall be a condition to any Combination Closing that as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition Combination Closing, all shares of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Acquirer Common Stock to be performed or observed by the Company; (c) immediately after giving effect issued to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default Xxxxxxxx shall have occurred and be continuing; and (d) been registered under the Company Securities Act. The "Acquirer Common Stock" shall have delivered to mean the Trustee an Officers' Certificate class of publicly traded common stock of the Company and an Opinion of Counsel Acquirer having the largest market capitalization as of the Company (which may be Combination Closing Date. 7th Level shall provide Xxxxxxxx with written notice of any proposed Combination as soon as the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease existence of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease a proposed Combination is made public by any person (the "Combination Notice"). Any Combination Notice shall succeed to, and cause any unexercised 7th Level Right to be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyterminated.

Consolidation, Merger, etc. The Company Lessee shall not liquidate or dissolve; and Lessee shall not consolidate with or merge into or with any other corporation or other Person, and Lessee shall not convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and other assets as an entirety (in one or a series of transactions) to any Person corporation or other Person, unless: (ai) the corporation Person formed by or surviving such consolidation or into which the Company is merged merger or the Person which acquires by conveyance, transfer transfer, lease or lease other disposition all or substantially all of such property and other assets or stock (the assets of the Company as an entirety "Successor Entity"): (A) shall be a corporation organized and validly existing under the laws Laws of the United States of America or any state State thereof or the District of Columbia Columbia; (B) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of such property and other assets (including, without limitation, all or substantially all of Lessee's property and other assets) as an entirety and, unless the Owner Participant otherwise agrees, shall have a Net Worth of not less than Lessee's Net Worth immediately prior to such transaction; (C) shall be a "citizen of the United States" (of America as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto Act and a Certificated Air Carrier; and (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (bD) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to Lessor and Indenture Trustee such recordations and filings with any Governmental Entity and such other documents as Lessor determines shall be reasonably necessary or advisable (including, without limitation, to preserve and protect the Trustee a duly authorizedinterests of the Lessor and the priority of the Lien of the Indenture (if it has not been discharged)) to evidence, validor in connection with, binding such consolidation, merger, sale, lease, transfer or other disposition and enforceable agreement an agreement, in form and substance reasonably satisfactory to the Trustee containing an Lessor, which is a legal, valid, binding and enforceable assumption by such successor corporation or Person Successor Entity of the due and punctual performance and observance of each covenant and condition of this Lease and the Note Documentsother Operative Documents to which Lessee is a party and agreement to be bound thereby, and an officer's certificate to such effect, and to the Note Purchase Agreement, effect that the Other Pass Through Trust Agreements and other requirements of this Agreement to be performed or observed by the Company;paragraph have been satisfied, and a legal opinion from (cii) prior to and immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer permitted disposition to a Successor Entity shall relieve or lease release Lessee of substantially all of or from any obligations hereunder or under the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyother Operative Documents.

Consolidation, Merger, etc. The (i) Subject to the provisions of -------------------------- subsection (ii) below of this Section 4.1(j), in case of the consolidation of the Company shall not consolidate with, or merger of the Company with or merge into into, or of the sale of all or substantially all of the properties and assets of the Company to, any Person, and in connection therewith consideration is payable to holders of Common Shares (or other corporation securities or conveyproperty purchasable upon exercise of Warrants) in exchange therefor, transfer the Warrants shall remain subject to the terms and conditions set forth in this Agreement and each Warrant shall, after such consolidation, merger or lease sale, entitle the Holder to receive upon exercise the number of shares in the capital or other securities or property (including cash) of or from the Person resulting from such consolidation or surviving such merger or to which such sale shall be made or of the parent of such Person, as the case may be, that would have been distributable or payable on account of the Common Shares (or other securities purchasable upon exercise of Warrants) if such Holder's Warrants had been exercised immediately prior to such merger, consolidation or sale (or, if applicable, the record date therefor); and in any such case the provisions of this Agreement with respect to the rights and interests thereafter of the Holders of Warrants shall be appropriately adjusted by the Board in good faith so as to be applicable, as nearly as may reasonably be, to any shares, other securities or any property thereafter deliverable on the exercise of the Warrants. (ii) Notwithstanding the foregoing, (x) if the Company merges or consolidates with, or sells all or substantially all of its property and assets as to, another Person (other than an entirety Affiliate of the Company) and consideration is payable to any Person unless: (a) the corporation formed by holders of Common Shares in exchange for their Common Shares in connection with such merger, consolidation or into sale which consists solely of cash, or (y) in the event of the dissolution, liquidation or winding up of the Company, then the Holders of Warrants shall be entitled to receive distributions on the date of such event on an equal basis with holders of Common Shares (or other securities issuable upon exercise of the Warrants) as if the Warrants had been exercised immediately prior to such event, less the Exercise Price. Upon receipt of such payment, if any, the rights of a Holder shall terminate and cease and such Holder's Warrants shall expire. If the Company is merged or has made a Repurchase Offer that has not expired at the Person which acquires by conveyance, transfer or lease substantially all time of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event the holders of Default applicable the Warrants will be entitled to receive the higher of (i) the amount payable to the Certificates holders of the Warrants described above and (ii) the Repurchase Price payable to the holders of the Warrants pursuant to such Repurchase Offer. In case of any such merger, consolidation or sale of assets, the surviving or acquiring Person and, in the event which isof any dissolution, liquidation or after notice or passage winding up of timethe Company, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered deposit promptly with the Warrant Agent the funds, if any, necessary to pay the Trustee an Officers' Certificate Holders of the Warrants. After receipt of such deposit from such Person or the Company and an Opinion after receipt of Counsel surrendered Warrant Certificates, the Warrant Agent shall make payment by delivering a check in such amount as is appropriate (or, in the case of the Company (which consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that Holder surrendering such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a partyWarrants.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air a carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo and with respect to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)under the sections of Title 49, United States Code, relating to aviation; (b) the corporation formed by xxxxxxxxxxx xxxxxx xx such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements Documents and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates of each series or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor 25 corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document and of this Agreement applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 12111 U.S.C. Section 1110); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. Section 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Leases; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia and a "citizen shall expressly assume, by an agreement supplemental hereto, executed and delivered to the holder of this Security in form satisfactory to the holder, the due and punctual payment of the United States" principal of (as defined in Section 40102(a)(15and premium, if any) and interest on this Security and the performance or observance of Title 49 every covenant of this Security on the part of the United States Code) holding an air carrier operating certificate issued by Company to be performed or observed, including the Federal Aviation Administrationconversion rights provided herein (which shall thereafter relate to common stock of such successor, or any successor agency thereto (on a basis reasonably designed to preserve the "FAA"), pursuant economic value to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation holder of aircraft capable this Security of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121such conversion rights); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary of the Company at the time of such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and; (d3) the Company shall have has delivered to the Trustee holder of this Security an Officersofficers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each certificate stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and the assumption and, if a supplemental agreement mentioned is required in clause (b) above connection with such transaction, such supplemental agreement, comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. ; and (4) counsel for the Company has delivered to the holder of this Security an opinion of such counsel with respect to such consolidation, merger, conveyance, transfer, sale or lease, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, which opinion shall be, in form and substance, reasonably acceptable to such holder and its counsel. (b) Upon any consolidation of the Company with, or mergermerger of the Company into, any other Person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.025(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Security.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of aircraft opexxxxxx xx xxx xxxxxxxxxxxxxx xx xxxxxxft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not (so far as it is able) consolidate with or merge into any other corporation Person, or (so far as it is able) register the transfer of any shares in its share register with respect to any such consolidation or merger, or directly or indirectly, convey, transfer transfer, sell or lease ------------------------------- 2 If the Parent issues a Convertible Cash Note, then that Note should also be added to this provision. all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administrationshall expressly assume, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which if other than the Company is merged or the Person which acquires , by conveyancean agreement supplemental hereto, transfer or lease substantially all of the assets of the Company as an entirety shall execute executed and deliver delivered to the Trustee a duly authorized, valid, binding and enforceable agreement holder of this Instrument in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of holder, the due and punctual payment of the principal of and any interest on this Instrument and the performance and or observance of each every covenant and condition of this Instrument on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including the Companyconversion rights provided herein; (c2) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (db) the Company shall have delivered to the Trustee an Officers' Certificate Upon any consolidation of the Company and an Opinion of Counsel with, or merger of the Company (which may be into, any other Person, or transfer of a controlling interest in the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.02SECTION 4(A), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Instrument with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Instrument.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air a carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo and with respect to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)under the sections of Titlx 00, Xxxxxx Xxxxxx Xxxe, relating to aviation; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, Documents to which the Note Purchase Agreement, the Other Pass Through Trust Agreements Company is a party and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates of each series or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all 37 31 conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document and of this Agreement applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements Agreements, the Financing Agreements, and of this Agreement each other Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Financing Document to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. ss. 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121);Leases; 50 -43- (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or and any Note Financing Document to which it is a party.

Consolidation, Merger, etc. (a) The Company shall not (so far as it is able) consolidate with or merge into any other corporation Person, or (so far as it is able) register the transfer of any shares in its share register with respect to any such consolidation or merger, or directly or indirectly, convey, transfer transfer, sell or lease --------------------------- 3 If the Parent issues a Convertible Cash Note, then that Note should also be added to this provision. all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia Columbia, and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administrationshall expressly assume, or any successor agency thereto (the "FAA"), pursuant to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121); (b) the corporation formed by such consolidation or into which if other than the Company is merged or the Person which acquires , by conveyancean agreement supplemental hereto, transfer or lease substantially all of the assets of the Company as an entirety shall execute executed and deliver delivered to the Trustee a duly authorized, valid, binding and enforceable agreement holder of this Instrument in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of holder, the due and punctual payment of the principal of and any interest on this Instrument and the performance and or observance of each every covenant and condition of this Instrument on the part of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement Company to be performed or observed by observed, including the Companyconversion rights provided herein; (c2) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and (db) the Company shall have delivered to the Trustee an Officers' Certificate Upon any consolidation of the Company and an Opinion of Counsel with, or merger of the Company (which may be into, any other Person, or transfer of a controlling interest in the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.02SECTION 4(A), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Instrument with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Instrument.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air a carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo and with respect to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)under the sections of Titlx 00, Xxxxxx Xxxxxx Xxxe, relating to aviation; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, Documents to which the Note Purchase Agreement, the Other Pass Through Trust Agreements Company is a party and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates of each series or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document and of this Agreement applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey3.1 Adjustments for Consolidation, transfer or lease substantially all Merger, Sale of its assets as an entirety to any Person unless:Assets, ------------------------------------------------------ Reorganization, etc. (a) If the corporation formed Company shall be a party to any transaction -------------------- (including without limitation a merger or consolidation of the Company and excluding any transaction as to which Sections 2 and 4 (a) apply), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), (each of the foregoing being referred to herein as a "Transaction"), the holder of this Warrant (if not converted into the right to receive stock, securities or other property in connection with such Transaction) shall thereafter be entitled to purchase the kind and amount of shares of stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of shares or fraction thereof of Common Stock issuable upon exercise of this Warrant immediately prior to such consolidation Transaction, assuming such holder of this Warrant (i) is not a person with which the Company consolidated or into which the Company is merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an affiliate of a Constituent Person which acquires by conveyanceand (ii) failed to exercise his rights of election, transfer if any, as to the kind or lease substantially all amount of stock, securities and other property (including cash) receivable upon such Transaction (provided that if the assets kind or amount of stock, securities and other property (including cash) receivable upon such Transaction is not the same for each share of Common Stock of the Company as held immediately prior to such Transaction by other than a Constituent Person or an entirety affiliate thereof and in respect of which such rights of election shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a not have been exercised ("citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAAnon-electing share"), pursuant then for the purpose of this Section 3.1 the kind and amount of stock, securities and other property (including cash) receivable upon such Transaction by each non-electing share shall be deemed to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing be the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 kind and amount so receivable per share by a plurality of the FAA's regulations (14 CFR Part 121non-electing shares);. The Company shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section 3.1 and it shall not consent or agree to the occurrence of any Transaction until the Company has entered into an agreement with the other party or parties to such transaction for the benefit of the holder of this Warrant that will contain provisions enabling the holder of this Warrant that remain outstanding after such Transaction to receive consideration received by holders of Common Stock at the Warrant Price in effect immediately prior to such Transaction, should such holder decide to exercise this Warrant after such Transaction. The provisions of this Section 3.1 shall similarly apply to successive Transactions. (b) the corporation formed by The reclassification of common stock, shares of which are issuable upon exercise of this Warrant, into securities which include securities other than such common stock (other than any reclassification upon a consolidation or into merger to which Section 3.1 applies), shall be deemed to involve (i) a distribution of such securities other than such common stock to all holders of such common stock (and the Company is merged effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution") and (ii) a subdivision or combination, as the Person which acquires by conveyancecase may be, transfer or lease substantially all of the assets number of shares of such common stock outstanding immediately prior to such reclassification into the Company as an entirety number of shares of such common stock outstanding immediately thereafter (and the effective date of such reclassification shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement be deemed to be performed the effective date of such subdivision or observed by the Company;combination). (c) After the date, if any, on which all outstanding shares of Common Stock or of any other common stock shares of which are then issuable upon exercise of this Warrant are exchanged for shares of another class of common stock (as provided in the Certificate of Incorporation of Company), the holder of this Warrant shall thereafter be entitled to receive the number of shares of such other class of common stock receivable upon such exchange by a holder of that number of shares or fraction thereof of Common Stock and/or such other common stock share of which were issuable upon exercise of this Warrant immediately after giving effect prior to such transactionexchange. From and after any such exchange, no Event of Default applicable Warrant Price adjustments as nearly equivalent as may be practicable to the Certificates or event which isadjustments pursuant to Sections 2 and 3 which, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating prior to such transaction have been complied with. Upon any consolidation or mergerexchange, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is were made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of Common Stock and/or such other common stock into which this Agreement, the Note Purchase Agreement or any Note Document Warrant is then convertible shall instead be made pursuant to which it is a partysuch Sections 2 and 3 in respect of shares of such other class of common stock.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and a "citizen of the United States" (as defined in Section 40102(a)(15) of Title 49 of the United States Code) holding an air a carrier operating certificate issued by the Federal Aviation Administration, or any successor agency thereto (the "FAA"), Secretary of Transportation pursuant to Xxxxxxx 000 xx Xxxxx 00Chapter 447 of Title 49, Xxxxxx Xxxxxx United States Code, authorizing the operation in air transportation of for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo and with respect to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)under the sections of Titlx 00, Xxxxxx Xxxxxx Xxxe, relating to aviation; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee applicable to the Certificates of each series a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, Documents to which the Note Purchase Agreement, the Other Pass Through Trust Agreements Company is a party and of this Agreement applicable to the Certificates of each series to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates of each series or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. 36 30 Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement applicable to the Certificates of each series with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document and of this Agreement applicable to the Certificates of such series to which it is a party.

Consolidation, Merger, etc. The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless: (a) the corporation formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall be (i) organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia and Columbia, (ii) a "citizen of the United States" (as defined in 49 U.S.C. 40102(a)(15), as amended, and (iii) a United States certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 40102(a)(15) of Title 49 1110 of the United States Code) holding an air carrier operating certificate issued by the Federal Aviation AdministrationBankruptcy Reform Act of 1978, or any successor agency thereto as amended (the "FAA"11 U.S.C. Section 1110), pursuant with respect to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation of aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121)Leases; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase this Agreement, the Other Pass Through Trust Agreements and of this Agreement each Financing Document to be performed or observed by the Company; (c) immediately after giving effect to such transaction, no Event of Default applicable to the Certificates or event which is, or after notice or passage of time, or both, would be, such an Event of Default shall have occurred and be continuing; and (dc) the Company shall have delivered to the Trustee an Officers' Officer's Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (b) above comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 5.02, the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such in the manner prescribed in this Section 5.02 from its liability in respect of this Agreement, the Note Purchase Agreement or any Note Document to which it is a party.the

Consolidation, Merger, etc. (a) The Company shall not consolidate with or merge into any other corporation Person or, directly or indirectly, convey, transfer transfer, sell or lease all or substantially all of its properties and assets as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or, directly or indirectly, convey, transfer, sell or lease all or substantially all of its properties and assets to the Company, unless: (a1) in case the corporation Company shall consolidate with or merge into another Person or convey, transfer, sell or lease all or substantially all of its properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease sale, or which leases, all or substantially all of the properties and assets of the Company as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America or America, any state State thereof or the District of Columbia and a "citizen shall expressly assume, by an agreement supplemental hereto, executed and delivered to the holder of this Security in form satisfactory to the holder, the due and punctual payment of the United States" principal of (as defined in Section 40102(a)(15and premium, if any) and interest on this Security and the performance or observance of Title 49 every covenant of this Security on the part of the United States Code) holding an air carrier operating certificate issued by Company to be performed or observed, including the Federal Aviation Administrationconversion rights provided herein (which shall thereafter relate to common stock of such successor, or any successor agency thereto (on a basis reasonably designed to preserve the "FAA"), pursuant economic value to Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, authorizing the operation in air transportation holder of aircraft capable this Security of carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant to Part 121 of the FAA's regulations (14 CFR Part 121such conversion rights); (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Trustee a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor corporation or Person of the due and punctual performance and observance of each covenant and condition of the Note Documents, the Note Purchase Agreement, the Other Pass Through Trust Agreements and of this Agreement to be performed or observed by the Company; (c2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary of the Company at the time of such transaction, no Event of Default applicable to the Certificates or Default, and no event which iswhich, or after notice or passage lapse of time, time or both, would be, such become an Event of Default Default, shall have occurred happened and be continuing; and; (d3) the Company shall have has delivered to the Trustee holder of this Security an Officersofficers' Certificate of the Company and an Opinion of Counsel of the Company (which may be the Company's General Counsel) reasonably satisfactory to the Trustee, each certificate stating that such consolidation, merger, conveyance, transfer transfer, sale or lease and the assumption and, if a supplemental agreement mentioned is required in clause (b) above connection with such transaction, such supplemental agreement, comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon ; and (4) counsel for the Company has delivered to the holder of this Security an opinion of such counsel with respect to such consolidation, merger, conveyance, transfer, sale or lease, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement, which opinion shall be, in form and substance, reasonably acceptable to such holder and its counsel. (b) upon any consolidation of the Company with, or mergermerger of the Company into, any other Person or any conveyance, transfer transfer, sale or lease of all or substantially all of the properties and assets of the Company as an entirety in accordance with this Section 5.025(a), the successor corporation or Person formed by such consolidation or into which the Company is merged or to which such conveyance, offer transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Security with the same effect as if such successor corporation or Person had been named as the Company herein. No such conveyance, transfer or lease of substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation or Person which shall theretofore have become such and thereafter, except in the manner prescribed in this Section 5.02 from its liability in respect case of this Agreementa lease, the Note Purchase Agreement or any Note Document to which it is a partypredecessor Person shall be relieved of all obligations and covenants under this Security.