Frontier Airlines 2008 Annual Report Download - page 128

(d) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent and each Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this
Section) paid by the Administrative Agent, the Collateral Agent and such Lender, (ii) amounts payable under Section 3.01(c) without
duplication and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto,
in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; but excluding amounts resulting from the failure to comply with the requirements of Section 12.05. Payment under this
subsection (d) shall be made within 30 days after the date such Lender, the Collateral Agent or the Administrative Agent makes a
demand therefor.
(e) If the Administrative Agent, the Collateral Agent or any Lender determines, in its sole discretion, that is has actually received
or realized any refund of tax, any reduction of, or credit against, its withholding or payment of any additional amount by the Borrower
pursuant to this Section 3.01, such Person shall reimburse the Borrower in an amount equal to the net benefit, after tax, and net of all
expenses incurred by such Person in connection with such refund, reduction, credit or recovery; provided that nothing in this Section
3.01(e) shall require any Person to make available its tax returns (or any other information relating to its taxes which it deems to be
confidential) or interfere with any Person's right to arrange its tax affairs in whatever manner it deems fit or to obligate any Person to
claim any credit. The Borrower shall return such amount to the applicable Person in the event that such Person is required to repay
such refund of tax or is not entitled to such reduction of, or credit against its tax liabilities.
3.02 Matters Applicable to All Requests for Compensation. A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder and the basis therefor
shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use
any reasonable averaging and attribution methods.
3.03 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Term Commitments and
repayment of all other Obligations hereunder.
ARTICLE IV
CONDITIONS PRECEDENT TO TERM LOANS
4.01 Amendment and Restatement Effective Date Conditions. The obligation of Republic to make a Term Loan on the Amendment
and Restatement Effective Date pursuant to Sections 2.01(a) and 2.01(b) shall become effective on the first date on which all of the
following conditions precedent shall have been satisfied to the satisfaction of each Significant Lender:
(a) The Administrative Agent’s and each Significant Lender’s (or, in the case of Subsections 4.01(a)(iii)(A) and 4.01(a)(xix), the
Collateral Agent’s) receipt of the following, each of which shall be originals, facsimiles or in ‘PDF’ format by electronic mail
(followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Amendment and Restatement Effective Date (or, in the case of certificates of governmental officials, a recent
date before the Amendment and Restatement Effective Date) and each in form and substance satisfactory to the Administrative Agent
and each Significant Lender:
(i) duly executed and completed counterparts hereof (in the form provided and specified by the Administrative Agent) that, when
taken together, bear the signatures of (1) the Borrower, (2) each Guarantor, (3) the Administrative Agent, (4) the Collateral Agent and
(5) each Lender;
(ii) a Term Note executed by the Borrower in favor of each Lender requesting a Term Note;
(iii) Each of the following:
(A) to the extent consisting of shares of stock or other certificated securities, certificates representing the Initial Pledged Equity
accompanied by undated stock powers executed in blank;
(B) evidence (1) of the insurance required by the terms of this Agreement and the other Loan Documents and (2) that Collateral
Agent on behalf of the Lenders has been named as additional insured and/or loss payee thereunder to the extent required under Section
6.07; and
(C) completed requests for information, dated on or before the Amendment and Restatement Effective Date, listing all effective
financing statements that name any Loan Party as debtor, together with copies of such financing statements.
(iv) an amended and restated intellectual property security agreement, in substantially the form of Exhibit D hereto (the
“Intellectual Property Security Agreement”), duly executed by each Loan Party;
(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of
each Loan Party as the Administrative Agent or any Significant Lender may reasonably require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party or is to be a party;
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠