Common use of Consolidation or Merger of the Guarantor Clause in Contracts

Consolidation or Merger of the Guarantor. The Guarantor may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if: (a) (i) in the case of a merger or consolidation, the Guarantor is the surviving Person or (ii) in the case of a merger or consolidation where the Guarantor is not the surviving Person and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental agreement all the obligations of the Guarantor under the Pass Through Trust Agreements and this Guarantee; and (b) the Guarantor shall have delivered to the Class A Pass Through Trustee, the Class B Pass Through Trustee and each Loan Trustee under the Company Indentures an Officer’s Certificate, stating that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Guarantor as provided in clause (a)(ii) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Guarantor hereunder and under the Pass Through Trust Agreements, and all such obligations of the Guarantor shall terminate.

Consolidation or Merger of the Guarantor. The Guarantor may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if: (a) (i) in the case of a merger or consolidation, the Guarantor is the surviving Person or (ii) in the case of a merger or consolidation where the Guarantor is not the surviving Person and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental agreement all the obligations of the Guarantor under the Pass Through Trust Agreements and this Guarantee; and (b) the Guarantor shall have delivered to the Class A Pass Through TrusteeTrustee a certificate signed by the Chairman or the Vice Chairman of the board of directors of the Guarantor, the Class B Pass Through Trustee and each Loan Trustee under President, any Executive Vice President, or any Senior Vice President, signing alone, or by any Vice President signing together with the Company Indentures an Corporate Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Guarantor (a “Guarantor Officer’s Certificate”) and an Opinion of Counsel, stating each to the effect that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Guarantor as provided in clause (a)(ii) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Guarantor hereunder and under the Pass Through Trust Agreements, and all such obligations of the Guarantor shall terminate.

Consolidation or Merger of the Guarantor. The Guarantor may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if: (a) (i) in the case of a merger or consolidation, the Guarantor is the surviving Person or (ii) in the case of a merger or consolidation where the Guarantor is not the surviving Person and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental agreement all the obligations of the Guarantor under the Pass Through Trust Agreements and this Guarantee; and (b) the Guarantor shall have delivered to the Class A Pass Through Trustee, the Class B Pass Through Trustee and each Loan Trustee under the Company Guaranteed Indentures an Officer’s Certificate, stating that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Guarantor as provided in clause (a)(ii) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Guarantor hereunder and under the Pass Through Trust Agreements, and all such obligations of the Guarantor shall terminate.

Consolidation or Merger of the Guarantor. The Guarantor may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if: (a) (i) in the case of a merger or consolidation, the Guarantor is the surviving Person or (ii) in the case of a merger or consolidation where the Guarantor is not the surviving Person and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental agreement all the obligations of the Guarantor under the Pass Through Trust Agreements and this Guarantee; and (b) the Guarantor shall have delivered to the Class A Pass Through Trustee, the Class B each Pass Through Trustee and each Loan Trustee under the Company Indentures an Officer’s CertificateCertificate and an Opinion of Counsel, each stating that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Guarantor as provided in clause (a)(ii) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Guarantor hereunder and under the Pass Through Trust Agreements, and all such obligations of the Guarantor shall terminate.

Consolidation or Merger of the Guarantor. The Guarantor may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if: (a) (i) in the case of a merger or consolidation, the Guarantor is the surviving Person or (ii) in the case of a merger or consolidation where the Guarantor is not the surviving Person and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental agreement all the obligations of the Guarantor under the Class A Pass Through Trust Agreements Agreement and this Guarantee; and (b) the Guarantor shall have delivered to the Class A Pass Through Trustee, the Class B Pass Through Trustee and each Loan Trustee under the Company Indentures an Officer’s CertificateCertificate and an Opinion of Counsel, each stating that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Guarantor as provided in clause (a)(ii) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Guarantor hereunder and under the Class A Pass Through Trust AgreementsAgreement, and all such obligations of the Guarantor shall terminate.