or employer of such other Indemnitee or a director, officer, employee or agent
of such other Indemnitee, or a successor or assignee of such other Indemnitee.
SECTION 4.2
EXPENSES.
LESSEE SHALL PAY OR REIMBURSE EACH
BENEFICIARY FOR ALL REASONABLE LEGAL FEES AND EXPENSES OF OUTSIDE COUNSEL IN
CONNECTION WITH PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY HEREOF AND THE
TRANSACTIONS CONTEMPLATED HEREBY INCLUDING ALL REASONABLE FEES AND EXPENSES
INCURRED BY THE BENEFICIARIES AND/OR ANY APPLICABLE LOAN PARTICIPANT WITH
RESPECT TO THE TERMINATION OF ANY SELECTED LEASE (WHETHER OR NOT SUCH
TRANSACTIONS ARE CONSUMMATED).
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1
BINDING ON SUCCESSORS AND ASSIGNS; ASSIGNMENT OF
AGREEMENT; MERGERS, SALES OF ASSETS, ETC.
(A)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
EACH PARTY HERETO AND ITS RESPECTIVE PERMITTED SUCCESSORS AND PERMITTED ASSIGNS;
PROVIDED, HOWEVER, THAT, EXCEPT IN CONNECTION WITH A TRANSACTION PERMITTED
PURSUANT TO SECTION 5.1(B) HEREOF OR SECTION 10(B) OF THE MILESTONE GUARANTY,
THE OBLIGORS MAY NOT ASSIGN ANY OF THEIR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE BENEFICIARIES, AND NO BENEFICIARY MAY ASSIGN ANY OF ITS
RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT, IN CONNECTION WITH AN ASSIGNMENT OF SUCH
BENEFICIARY'S INTEREST UNDER ANY IA LEASE DOCUMENT, TO A GE AFFILIATE.
(B)
LESSEE SHALL NOT CONSOLIDATE WITH OR MERGE INTO ANY OTHER PERSON,
OR SELL, CONVEY, LEASE, OR OTHERWISE TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS AS AN ENTIRETY (WHETHER IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS)
TO ANY PERSON (A "REORGANIZATION TRANSACTION"), UNLESS:
(1)
THE PERSON FORMED BY SUCH CONSOLIDATION OR SURVIVING SUCH MERGER,
OR THE PERSON WHO ACQUIRES BY SALE, CONVEYANCE, TRANSFER, OR LEASE ALL OR
SUBSTANTIALLY ALL OF LESSEE'S ASSETS AS AN ENTIRETY (THE "SUCCESSOR") IS A U.S.
CITIZEN (AS DEFINED IN THE IA LEASES) HOLDING AN AIR CARRIER OPERATING
CERTIFICATE ISSUED BY THE SECRETARY OF TRANSPORTATION PURSUANT TO CHAPTER 447 OF
THE TRANSPORTATION CODE;
(2)
THE SUCCESSOR EXECUTES AND DELIVERS TO THE BENEFICIARIES AN
AGREEMENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BENEFICIARIES,
CONTAINING AN ASSUMPTION BY THE SUCCESSOR OF THE DUE AND PUNCTUAL PERFORMANCE
AND OBSERVANCE OF LESSEE'S OBLIGATIONS UNDER THIS AGREEMENT;
(3)
THE MILESTONE GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT
(UNLESS THE GUARANTOR IS THE SUCCESSOR) IN RESPECT OF THE OBLIGATIONS OF THE
SUCCESSOR HEREUNDER; AND (4) THE SUCCESSOR DELIVERS TO THE GUARANTEED PARTIES A
CERTIFICATE, SIGNED ON ITS BEHALF BY AN AUTHORIZED OFFICER, STATING THAT THE
CONDITIONS PRECEDENT SET FORTH IN CLAUSES (B)(1), (B)(2),
AND (B)(3) HAVE BEEN
COMPLIED WITH AND AN OPINION OF COUNSEL FOR THE LESSEE OR
9
FOR THE SUCCESSOR, FROM COUNSEL AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE BENEFICIARIES, (AA) STATING THAT THE AGREEMENTS ENTERED INTO
TO EFFECT SUCH CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER, OR LEASE AND
SUCH ASSUMPTION AGREEMENT HAVE BEEN DULY AUTHORIZED, EXECUTED, AND DELIVERED BY
THE SUCCESSOR AND THAT THEY (AND THIS AGREEMENT SO ASSUMED) AND THE MILESTONE
GUARANTY CONSTITUTE LEGAL, VALID, AND BINDING OBLIGATIONS OF THE SUCCESSOR AND
THE GUARANTOR, AS THE CASE