Frontier Airlines 2008 Annual Report Download - page 132

impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed
on any property currently owned or operated by any Loan Party or, to the best of the Borrower’s knowledge, on any property formerly
owned or operated by any Loan Party, which treatment, storage or disposal could individually, or in the aggregate reasonably be
expected to have a Material Adverse Effect; there is no asbestos or asbestos-containing material on any property currently owned by
any Loan Party as could individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and to the best of
the Borrower’s knowledge Hazardous Materials have not been released, discharged or disposed of on any property currently or
formerly owned or operated by any Loan Party in each case as could individually or in the aggregate reasonably be expected to have a
Material Adverse Effect.
(c) No Loan Party is undertaking, and has not completed, either individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or
disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental
Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently or formerly owned or operated by any Loan Party have been disposed of in a manner
not reasonably expected to result in Material Adverse Effect.
5.10 Insurance. The properties of the Loan Parties are insured or reinsured with financially sound and reputable insurance
companies not Affiliates of the Borrower (other than Cardinal Insurance Company, Cayman Ltd.), in such amounts, with such
deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar
properties in localities where the applicable Loan Party operates.
5.11 Taxes. The Loan Parties have filed all Federal, state and other material tax returns and reports required to be filed, and have
paid or made adequate provision for payment of all Federal, state and other taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets that are due and payable, except, in each case, those which are being
contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party that would, if made, have a
Material Adverse Effect. No Loan Party is party to any tax sharing agreement with any Person other than another Loan Party other
than the tax allocation and separation agreement dated as of September 27, 1995 among certain of the Loan Parties, Kimberly-Clark
Corporation, a Delaware corporation, K-C Nevada, Inc., a Nevada corporation and Astral Aviation, Inc., a Delaware corporation
5.12 ERISA Compliance. Each of Parent and its ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in
material liability of the Borrower or any of its ERISA Affiliates.
5.13 Subsidiaries; Equity Interests. Each Loan Party has no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and
non-assessable, except in the case of any Wisconsin corporation, subject to personal liability which may be imposed on shareholders
by former Section 180.0622(2)(b) of the Wisconsin Business Corporation Law for debts incurred prior to June 14, 2006 (for debts
incurred on or after such date, such Section has been repealed), and are owned by a Loan Party in the amounts specified on Part (a) of
Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. Set forth in Part (b) of Schedule 5.13 is
a complete and accurate list of all Investments (other than (i) Cash Equivalents and (ii) those Investments set forth in Part (a) of
Schedule 5.13) held by any Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if
any, thereof. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in
Part (a) or Part (b) of Schedule 5.13.
5.14 Margin Regulations; Investment Company Act; .
(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock and no proceeds of the Term Loans will be used to purchase or carry any margin stock or to
extend credit to others for the purpose of purchasing or carrying any margin stock.
(b) None of Parent, the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the
Investment Company Act of 1940 (the “ICA”). Neither the making of any Term Loan nor the application of the proceeds or
repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate
any provision of any the ICA or any rule, regulation or order of the SEC thereunder.
5.15 Disclosure. All information that has been made available to the Administrative Agent or any Lender by the Borrower or any of
its representatives in connection with the transactions contemplated hereby is complete and correct in all material respects and does
not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances under which such statements were made.
5.16 Compliance with Laws. Each Loan Party is in compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠