Frontier Airlines 2008 Annual Report Download - page 192

payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of
such Person or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or
its property is subject; or (c) violate any Law. Except as set forth on Schedule 5.02, no Loan Party is in material breach of any
material Contractual Obligation.
5.03 Governmental Authorization; Other Consents. Except for any review by the Department of Transportation in respect of a
substantial change of operations and/or a substantial change of ownership of the Borrower pursuant to 14 C.F.R. Part 204, no
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Loan
Party of this Agreement or any other Loan Document, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the
Collateral Documents or (iii) the perfection or maintenance of the Liens created under the Collateral Documents except in each case
for such consents, exemptions, authorizations, approvals, actions, notices and filings listed on Schedule 5.03 hereto, all of which have
been duly obtained, taken, given or made and are in full force and effect.
5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes and each other Loan Document constitutes a legal, valid and binding obligation of such
Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.
5.05 [Intentionally Omitted].
5.06 Litigation. Except for the Smith Complaint, there are no actions, suits, proceedings, claims or disputes pending or, to the best
knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or
against the Borrower or any of the Borrower’s Subsidiaries or against any of their properties or revenues that either individually or in
the aggregate could reasonably be expected to have a Material Adverse Effect. The performance of any action by any Loan Party
required or contemplated by any of the Loan Documents is not restrained or enjoined (either temporarily, preliminary or
permanently). There are no actions, suits or proceedings pending that challenge the validity of any Loan Document or the
applicability or enforceability of any Loan Document which seek to void, avoid, limit, or otherwise adversely affect the security
interest created by or in any Loan Document or any payment made pursuant thereto.
5.07 No Default. No Default has occurred and is continuing or would result from the execution, delivery or performance of this
Agreement or any other Loan Document or the transactions contemplated hereby or thereby.
5.08 Ownership of Property
(a) The Collateral subject to each Aircraft and Engine Mortgage and the Spare Parts Security Agreement is free and clear
of all Liens other than Permitted Liens.
(b) No Loan Party (other than the Borrower) currently owns or will own any interest in any Spare Part.
(c) No Loan Party (other than the Borrower) currently owns or will own any interest in any Engine or Airframe.
5.09 Environmental Compliance
(a) None of the properties currently owned or operated by any Loan Party, and, to the best of the Borrower’s
knowledge, formerly owned or operated by any Loan Party, is listed or proposed for listing on the NPL or on the CERCLIS or any
analogous foreign, state or local list; there are no and never have been any underground or aboveground storage tanks or any surface
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.
(b) 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, 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.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠