Frontier Airlines 2008 Annual Report Download - page 196

and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.
6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower,
insurance or reinsurance in accordance with the terms of the Collateral Documents and otherwise with respect to its properties and
business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such
types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less
than 30 days’ prior notice to the Lender of termination, modification, lapse or cancellation of such insurance or reinsurance. Each
such policy of insurance shall (a) name the Lender as an additional insured thereunder as its interests may appear and (b) in the case of
each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and
substance to the Lender, that names the Lender as the loss payee thereunder for any covered loss.
6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its business or property, except in such instances in which the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.
6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries consistent with
GAAP shall be made of all financial transactions and matters involving the assets and business of the Borrower and its Subsidiaries;
and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental
Authority having regulatory jurisdiction over the Borrower and its Subsidiaries.
6.10 Inspection Rights. Permit representatives and independent contractors of the Lender, at the expense of the Borrower, to visit and
inspect any of its properties, to inspect the Collateral, to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public
accountants (with the Borrower having the right to have a representative present at all such communications) and at such reasonable
times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that when an Event of Default exists the Lender (or any of its respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without
advance notice.
6.11 Use of Proceeds. Use the proceeds of the Term Loan to provide general working capital and to pay ordinary operating costs and
expenses of the Loan Parties.
6.12 Further Assurances. Promptly upon request by the Lender (a) correct any material defect or error that may be discovered in any
Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the
Lender may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to
the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests
to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Lender the rights granted or now or hereafter
intended to be granted to the Lender under any Loan Document or under any other instrument executed in connection with any Loan
Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.
6.13 Cash Management System; Controlled Accounts; Initial Drawing. Maintain and cause each of its Subsidiaries to maintain (a) a
cash management system reasonably acceptable to the Lender and (b) all cash in Controlled Accounts (except to the extent held in
accounts not at any time having an aggregate balance in excess of $25,000).
6.14 FAA and DOT Matters; Citizenship . (a) possess and maintain, and cause each other Loan Party to possess and maintain, all
necessary franchises, licenses, permits, rights, concessions, authorizations and consents which are material to the operation of the
Routes flown by it and the conduct of its business and operations as currently conducted except in any case described in this clause
(a), where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect
and (b) solely with respect to the Borrower, (i) maintain at all times its status at the DOT, as applicable, as an “air carrier” within the
meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49, or a commuter air carrier
authorization, as applicable; (ii) at all times hereunder be a citizen of the United States as defined by Section 40102(a)(15) of Title 49
and as that statutory provision has been interpreted by the DOT pursuant to its policies; and (iii) maintain at all times its status at the
FAA as an air carrier and hold air carrier operating certificates and other operating authorizations issued by the FAA pursuant to 14
C.F.R. Sections 119, 121 or 135 as currently in effect or as may be amended or recodified from time to time.
6.15 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 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 which may be required or desirable (in the opinion of the Lender)
to ensure that the Lender has the full benefit of the Cape Town Convention in connection with any Airframes or Engines, including:
(a) any matters connected with registering, perfecting, preserving and/or enhancing any International Interest vested in the Lender
with respect to any Airframes or Engines and constituted by the Loan Documents;
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠