Frontier Airlines 2008 Annual Report Download - page 131

its property is subject; or (c) violate any Law. Except as set forth on Schedule 5.02, no Loan Party is in material breach of any
material Contractual Obligation.
5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery
or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (ii) the grant by any Loan
Party of the Liens granted by it pursuant to the Collateral Documents or (iii) the perfection or maintenance of the Liens created under
the Collateral Documents except in each case for such consents, exemptions, authorizations, approvals, actions, notices and filings
listed on Schedule 5.03 hereto, all of which have been duly obtained, taken, given or made and are in full force and effect.
5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party
that is party thereto. This Agreement constitutes and each other Loan Document constitutes a legal, valid and binding obligation of
such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.
5.05 Financial Statements.
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby.
(b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated May 31, 2008, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, and (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the best knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Parent, the Borrower
or any of the Borrower’s Subsidiaries or against any of their properties or revenues that either individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect. The performance of any action by any Loan Party required or
contemplated by any of the Loan Documents is not restrained or enjoined (either temporarily, preliminary or permanently). There are
no actions, suits or proceedings pending that challenge the validity of any Loan Document or the applicability or enforceability of any
Loan Document which seek to void, avoid, limit, or otherwise adversely affect the security interest created by or in any Loan
Document or any payment made pursuant thereto.
5.07 No Default. No Default has occurred and is continuing or would result from the execution, delivery or performance of this
Agreement or any other Loan Document or the transactions contemplated hereby or thereby.
5.08 Ownership of Property.
(a) The Collateral subject to each Aircraft Mortgage and the Spare Parts Security Agreement is free and clear of all Liens other
than Permitted Liens.
(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Slots held by any Loan Party on the date hereof.
(c) Set forth on Schedule 5.08(c) hereto is a complete and accurate list of all airport gate leaseholds contracted or licensed to any
Loan Party on the date hereof.
(d) No Loan Party (other than the Borrower and Skyway) currently owns or will own any interest in any Spare Part.
(e) No Loan Party (other than the Borrower and YX Properties, LLC, a Nebraska limited liability company) currently owns or
will own any interest in any Slots.
(f) No Loan Party (other than the Borrower and Skyway) currently owns or will own any interest in any Engine or Airframe.
5.09 Environmental Compliance.
(a) The Loan Parties conduct in the ordinary course of business a review of the effect of existing Environmental Laws and
claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Borrower has reasonably concluded that such effects of Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the properties currently owned or operated by any Loan Party, and, to the best of the Borrower’s knowledge,
formerly owned or operated by any Loan Party, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous
foreign, state or local list; there are no and never have been any underground or aboveground storage tanks or any surface
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠