Frontier Airlines 2008 Annual Report Download - page 190

(ii) Each of the following:
(A) to the extent consisting of shares of stock or other certificated securities, certificates representing the Pledged Equity accompanied
by undated stock powers executed in blank;
(B) evidence (1) of the insurance required by the terms of this Agreement and the other Loan Documents and (2) that the Lender has
been named as additional insured and/or loss payee thereunder to the extent required under Section 6.07; and
(C) completed requests for information, dated on or before the Effective Date, listing all effective financing statements that
name any Loan Party as debtor, together with copies of such financing statements.
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party;
(iv) such documents and certifications as the Lender may reasonably require to evidence that each Loan Party is duly organized or
formed, and that each of the Loan Parties is validly existing and in good standing in its jurisdiction of organization;
(v) a favorable opinion of Allen Sakai, Esq., counsel to the Loan Parties, addressed to the Lender, in form and substance satisfactory
to the Lender;
(vi) a favorable opinion of Daugherty, Fowler, Peregrin, Haught & Jenson, special aviation counsel to the Lender with regard to,
among other things, (A) the granting of a security interest and perfection of the security interest in Engines owned by the Loan
Parties in favor of the Lender and (B) the absence of Liens (other than Liens granted in connection with this Agreement) on
engines and aircraft spare parts on which the Lender is entitled to have a Lien, in each case, in form and substance satisfactory to
the Lender;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) listing all consents, licenses and approvals required in
connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no
such consents, licenses or approvals are so required;
(viii) aircraft and engine mortgage and security agreements, in substantially the form attached hereto as Exhibit C, duly executed by
each Loan Party that owns any Airframes or Engines (and in respect of all such Airframes and Engines) as of the Effective Date,
except as provided by Section 6.18;
(ix) Spare Parts Security Agreement, in substantially the form attached hereto as Exhibit B, duly executed by each Loan Party that
owns any Spare Parts as of the Effective Date;
(x) a copy of the Pledge Agreement duly executed by each party thereto;
(xi) a copy of each Bank Control Agreement;
(xii) a copy of the Administrative Services Agreement duly executed by each party thereto;
(xiii) a copy of the Airline Services Agreement duly executed by each party thereto;
(xiv) a copy of a Subordination Agreement duly executed by (x) William J. Boyer and Yung J. Boyer and (y) William J. Boyer, Jr.,
respectively;
(xv) evidence that all registrations requested by the Lender in accordance with the Cape Town Convention have been made and are (or
will be) effective pursuant to the terms of the Cape Town Convention;
(xvi) evidence that (x) all FAA filings for Airframes, Engines and Pledged Spare Parts requested by the Lender have been made and
are (or will be) effective to perfect the Lender’s security interest in such Airframes, Engines and Pledged Spare Parts, as
applicable, and (y) all FAA filings for Airframes and Engines leased by the Borrower have been made;
(xvii) financing statements, in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Lender
may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created
hereunder, covering the Collateral described in Article X;
(xviii) certified true copies of the plans, timeline, drawings, invoices, merchant contracts and the building contract with respect to the
Hangar Property;
(xix)
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠