Frontier Airlines 2008 Annual Report Download - page 193

5.11 Taxes. Except as set forth on Schedule 5.11, the Loan Parties have filed all Federal, state and other material tax returns and
reports required to be filed, and have paid or made adequate provision for payment of all Federal, state and other taxes, assessments,
fees and other governmental charges levied or imposed upon them or their properties, income or assets that are due and payable,
except, in each case, those which are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment
against any Loan Party that would, if made, have a Material Adverse Effect. No Loan Party is party to any tax sharing agreement with
any Person. No Loan Party is aware of any potential Liens on their properties, income or assets as a result of any nonpayment of any
such taxes.
5.12 ERISA Compliance. The Borrower has no Plans.
5.13 Subsidiaries; Equity Interests. Each Loan Party has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable, and
are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under
the Collateral Documents. Set forth in Part (b) of Schedule 5.13 is a complete and accurate list of all Investments (other than (i) Cash
Equivalents and (ii) those Investments set forth in Part (a) of Schedule 5.13) held by any Loan Party on the date hereof, showing as of
the date hereof the amount, obligor or issuer and maturity, if any, thereof. No Loan Party has any equity investments in any other
corporation or entity other than those specifically disclosed in Part (a) or Part (b) of Schedule 5.13.
5.14 Margin Regulations; Investment Company Act;
(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the
purpose of purchasing or carrying margin stock and no proceeds of the Term Loan will be used to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.
(b) None of the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment
Company Act of 1940 (the “ICA”). Neither the making of the Term Loan nor the application of the proceeds or repayment thereof
by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision
of any the ICA or any rule, regulation or order of the SEC thereunder.
5.15 Disclosure. All information that has been made available to the Lender by the Borrower or any of its representatives in
connection with the transactions contemplated hereby is complete and correct in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading
in light of the circumstances under which such statements were made.
5.16 Compliance with Laws. Each Loan Party is in compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.
5.17 Security/Priority
The provisions of the Loan Documents are effective to create in favor of the Lender, legal, valid and first priority perfected
Liens (subject, in the case of priority, to Permitted Liens) on and security interests in all right, title and interest in the Collateral,
enforceable against each Loan Party that owns an interest in such Collateral and any other Person.
5.18 Representations and Warranties as to Collateral. (a) Each Loan Party’s exact legal name, as defined in Section 9-503(a) of the
Uniform Commercial Code, is correctly set forth in Schedule 5.18(a)(1) hereto. Each Loan Party is located (within the meaning of
section 9-307 of the Uniform Commercial Code) and has its chief executive office in the state or jurisdiction set forth in Schedule
5.18(a)(1) hereto. The information set forth in Schedule 5.18(a)(1) hereto with respect to each Loan Party is true and accurate in all
respects. Except as set forth in Schedule 5.18(a)(1), no Loan Party has previously changed its name, location, chief executive office,
type of organization, jurisdiction of organization or organizational identification number during the 5 years preceding the execution of
this Agreement from those set forth in Schedule 5.18(a)(1) hereto except as disclosed in Schedule 5.18(a)(2) hereto.
(b) Each Loan Party is the legal and beneficial owner of the Collateral of such Loan Party free and clear of any Lien of others, except
for Permitted Liens.
(c) Except for possessory interests of landlords and warehousemen, each Loan Party has exclusive possession and control of the
Equipment. In the case of Equipment located on leased premises or in warehouses, no lessor or warehouseman of any premises or
warehouse upon or in which such Equipment is located has (i) issued any warehouse receipt or other receipt in the nature of a
warehouse receipt in respect of any Equipment, (ii) to the best knowledge of any Loan Party, issued any document for any of any
Loan Party’s Equipment and (iii) to the best knowledge of any Loan Party, received notification of any secured party’s interest
(other than the security interest granted hereunder) in any Loan Party’s Equipment.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠