Frontier Airlines 2008 Annual Report Download - page 137

6.17 Gate Utilization. Utilize all of its airport gate leaseholds in a manner sufficient to comply with applicable lease provisions
governing such airport gate leaseholds.
6.18 Cape Town Convention. With respect to the Cape Town Convention which has been ratified by, and is in full force and effect
in the United States of America, the parties hereto hereby agree to permit the interests created under the Loan Documents to constitute
International Interests under the Cape Town Convention. Upon request by the Administrative Agent or any Significant Lender, the
Borrower at its own cost and expense shall from time to time do or cause to be done any and all acts and things (other than acts and
things under the control of the Collateral Agent) which may be required or desirable (in the opinion of Collateral Agent or any
Significant Lender) to ensure that each of the Secured Parties has the full benefit of the Cape Town Convention in connection with any
Airframes and Engines, including:
(a) any matters connected with registering, perfecting, preserving and/or enhancing any International Interest vested in the
Secured Parties with respect to any Airframes and Engines and constituted by the Loan Documents;
(b) entry in to agreements (subordination or otherwise) to protect and/or enhance and/or, improve the priority of any International
Interest referred to in the foregoing paragraph;
(c) excluding, in writing, the application of any provisions of the Cape Town Convention that the Collateral Agent may deem
desirable in connection with the foregoing; and
(d) if any subsequent action taken by any party, including any permitted sublease or re-registration of any Airframes or Engines,
gives rise to a new International Interest under the Cape Town Convention, registering such interest with the International Registry (as
such term is defined in the Cape Town Convention) with the consent of the Collateral Agent, any Significant Lender, or any duly
authorized agent thereof, and any other party hereto as necessary to complete such registration.
6.19 Payment of Taxes. Each Loan Party shall pay and discharge or cause to be paid and discharged promptly all taxes payable by
it, including taxes imposed upon it, its income and profits, or any of its operations, its property (real, personal or mixed) and all taxes
with respect to tax, social security and unemployment withholding with respect to its employees, before any thereof shall become past
due, except in each case, (i) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (x) such reserve or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made therefor and (y) such proceedings conclusively operate to stay the sale of any portion of the Collateral to
satisfy such taxes or (ii) where the failure to pay or discharge such taxes would not result in aggregate liabilities in excess of
$1,000,000.
ARTICLE VII
NEGATIVE COVENANTS
So long as (i) any Lender shall have any Term Commitment hereunder, (ii) any Term Loan remains outstanding, or (iii) any other
Obligation (other than Airline Service Agreement Obligations outstanding after the Maturity Date) hereunder which is accrued and
payable shall remain unpaid or unsatisfied or (iv) solely with respect to Sections 7.01, 7.05, 7.06, 7.07, 7.13, 7.18 and 7.21, any
Airline Service Agreement Obligations shall remain outstanding prior to the Airline Service Agreement Termination Date, Parent and
the Borrower shall not, nor shall they permit any other Loan Party to, directly or indirectly:
7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that
names Parent, the Borrower or any of the Borrower’s Subsidiaries as debtor, or sign or suffer to exist any security agreement
authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income,
other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Initial Closing Date and set forth on Schedule 7.01;
(c) Liens for taxes, assessments or governmental charges or claims not delinquent or which are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;
(d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business which are not overdue or which are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) Liens incurred or pledges or deposits in the ordinary course of business made in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠