Frontier Airlines 2008 Annual Report Download - page 136

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries consistent with
GAAP shall be made of all financial transactions and matters involving the assets and business of the Parent and its Subsidiaries; and
(b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority
having regulatory jurisdiction over the Parent and its Subsidiaries.
6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and the Collateral Agent
and representatives of each Lender, at the expense of the Borrower, to visit and inspect any of its properties, to inspect the Collateral,
to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants (with the Borrower having the right to have a
representative present at all such communications) and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the
Administrative Agent, Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do
any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.
6.11 Use of Proceeds. Use the proceeds of the Term Loans to provide general working capital and to pay ordinary operating costs
and expenses of the Loan Parties.
6.12 Further Assurances. Promptly upon request by the Administrative Agent, the Collateral Agent or any Significant Lender (a)
correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such
further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, the Collateral Agent or any Lender may
reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest
extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the
Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant,
assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended
to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan
Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.
6.13 Compliance with Terms of Gate Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases
of real property (including, without limitation, arrangements with respect to airport gate leaseholds to which the Borrower or any of its
Subsidiaries is a party), to the extent necessary to keep such leases in full force and effect and not allow such leases to lapse or be
terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent and each Significant Lender
of any default by any party with respect to such leases and cooperate with the Administrative Agent and each Significant Lender in all
respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either
individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
6.14 Cash Management System; Controlled Accounts; Initial Drawing. Maintain and cause each of its Subsidiaries to maintain (a) a
cash management system reasonably acceptable to the Administrative Agent, the Collateral Agent and each Significant Lender
(provided that, in the event the cash management system in place as of the Amendment and Restatement Effective Date is deemed
after the Amendment and Restatement Effective Date to be unacceptable to the Administrative Agent, the Collateral Agent or any
Significant Lender, then the Borrower and its Subsidiaries shall be provided a reasonable period of time to modify such cash
management system to satisfy the requirements of the Administrative Agent, the Collateral Agent and each Significant Lender) and
(b) all cash in Controlled Accounts (except to the extent held in accounts not at any time having an aggregate balance in excess of
$200,000); provided that to the extent consistent with agreements with the Processing Bank and American Express, the Loan Parties
shall be permitted to hold accounts that are not Controlled Accounts with U.S. Bank National Association so long as the amounts on
deposit in such accounts are intended solely to cash collateralize holdback obligations and other obligations in connection with
payments of credit card processing or clearinghouse services to the Processing Bank. The foregoing notwithstanding, the Loan Parties
shall maintain all proceeds of the Term Loans in the Special Controlled Account except for (i) proceeds of Term Loans used to fund
operating expenses in the ordinary course of business and (ii) proceeds of Term Loans used to fund payroll and disbursement accounts
so long as the funds transferred from the Special Controlled Account are used within one (1) Business Day of the transfer thereof to
satisfy payroll and disbursement obligations, as applicable.
6.15 FAA and DOT Matters; Citizenship . (a) possess and maintain, and cause each other Loan Party to possess and maintain, all
necessary franchises, licenses, permits, rights, concessions, authorizations and consents which are material to the operation of the
routes flown by it and the conduct of its business and operations as currently conducted except in any case described in this clause (a),
where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect and
(b) solely with respect to the Borrower, (i) maintain at all times its status at the DOT, as applicable, as an “air carrier” within the
meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49, or a commuter air carrier
authorization, as applicable; (ii) at all times hereunder be a citizen of the United States as defined by Section 40102(a)15 of Title 49
and as that statutory provision has been interpreted by the DOT pursuant to its policies; and (iii) maintain at all times its status at the
FAA as an air carrier and hold air carrier operating certificates and other operating authorizations issued by the FAA pursuant to 14
C.F.R. Sections 119, 121 or 135 as currently in effect or as may be amended or recodified from time to time.
6.16 Slot Utilization. Each Loan Party shall utilize its Slots in a manner that does not breach, violate, or conflict with the Use or
Lose Rule or result in the loss of any Slot under the Use or Lose Rule.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠