Frontier Airlines 2008 Annual Report Download - page 189

effect to such conversion) of the Borrower at a conversion rate of 2.8875% per $500,000.
ARTICLE III
TAXES
3.01 Taxes
(a) Except as otherwise provided in this Section 3.01, any and all payments by the Borrower to or for the account of the Lender under
any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the
case of the Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Lender is organized or maintains its
Lending Office or is otherwise a resident or doing business (other than a jurisdiction in which such Person is deemed to be doing
business solely as a result of entering into, or performing its obligations under, any Loan Document) (all non-excluded taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as
“Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any
Loan Document to the Lender, then, except as otherwise provided in this Section 3.01, (i) the sum payable shall be increased as
necessary so that after making all required deductions with respect to Taxes (including deductions applicable to additional sums
payable under this Section), the Lender receives an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the
Borrower shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof to the extent such a
receipt is issued therefor, or other written proof of payment thereof that is satisfactory to the Lender.
(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or
property, intangible, mortgage recording taxes or similar charges or similar levies which arise from any payment made under any
Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any
Loan Document (hereinafter referred to as “Other Taxes”).
(c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan
Document to the Lender, the Borrower shall also pay to the Lender at the time interest is paid, such additional amount that the
Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by
net income) that the Lender would have received if such Taxes or Other Taxes had not been imposed.
(d) The Borrower agrees to indemnify the 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 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 the Lender makes a demand
therefor.
3.02 Matters Applicable to All Requests for Compensation . A certificate of the 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 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 Loan and repayment of all
other Obligations hereunder.
ARTICLE IV
CONDITIONS PRECEDENT TO TERM LOAN
4.01 Effective Date Conditions. The obligation of the Lender to make the Term Loan on the 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 the Lender:
(a) The Lender’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 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each
in form and substance satisfactory to the Lender:
(i) duly executed and completed counterparts hereof (in the form provided and specified by the Lender) that, when taken together, bear
the signatures of (1) the Borrower, (2) each Guarantor, and (3) the Lender;
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠