Frontier Airlines 2008 Annual Report Download - page 197

(b) entry in to agreements (subordination or otherwise) to protect and/or enhance and/or, improve the priority of any International
Interest referred to in the foregoing paragraph;
(c) excluding, in writing, the application of any provisions of the Cape Town Convention that the Lender may deem desirable in
connection with the foregoing; and
(d) if any subsequent action taken by any party, including any permitted sublease or re-registration of any Airframes or Engines, gives
rise to a new International Interest under the Cape Town Convention, registering such interest with the International Registry (as
such term is defined in the Cape Town Convention) with the consent of the Lender, or any duly authorized agent thereof, and any
other party hereto as necessary to complete such registration.
6.16 Payment of Taxes. Each Loan Party shall pay and discharge or cause to be paid and discharged promptly all taxes payable by it,
including taxes imposed upon it, its income and profits, or any of its operations, its property (real, personal or mixed) and all taxes
with respect to tax, social security and unemployment withholding with respect to its employees, before any thereof shall become past
due, except in each case, (i) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (x) such reserve or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made therefor and (y) such proceedings conclusively operate to stay the sale of any portion of the Collateral to
satisfy such taxes or (ii) where the failure to pay or discharge such taxes would not result in aggregate liabilities in excess of $50,000.
6.17 Hangar Property
The Borrower shall undertake best efforts to provide the Lender, within 180 days of the Effective Date, a mortgage on and
collateral assignment of its interest in the Hangar Property together with such related title insurance and legal opinions as well as any
other documents reasonably requested by the Lender (including all consents from any applicable landlord or Governmental Authority
as required by applicable law).
6.18 Subordinated Liens
In respect of any Airframe owned by the Borrower that is subject to a purchase money security interest in favor of the
Airframe manufacturer, the Borrower shall use commercially reasonable efforts to enter into an aircraft mortgage and security
agreement in the form attached as Exhibit C in respect of such Airframe and to obtain consent from such manufacturer to a
subordinated lien on such Airframe in favor of the Lender within 30 days of the Effective Date.
6.19 Subordination of Loan of Susan Silver
The Borrower shall undertake best efforts to obtain a subordination of all loans by Susan Silver to the Borrower (the “Silver
Loan”) within 30 days of the Effective Date pursuant to a Subordination Agreement, which shall (a) include an extension of the
maturity date of the Silver Loan beyond the Maturity Date, (b) provide that no principal shall be payable under the Silver Loan until
all amounts due hereunder have been paid to the Lender and (c) provide that no interest shall be payable under the Silver Loan upon
the occurrence of an Event of Default.
6.20 Gates and other Airport Space
To the extent permitted by applicable law, the Borrower shall undertake commercially reasonable efforts to provide the
Lender, within 180 days of the Effective Date, a mortgage on and collateral assignment of its interest in all airport gate spaces, ticket
counters, lounge spaces and any other airport spaces leased to the Borrower from any Governmental Authority (including all consents
from any such Governmental Authority as required by applicable law).
6.21 Evidence of Debt Subject to Conversion
Within 150 days of the Effective Date, the Borrower shall provide such evidence and documentation as required by the
Lender in its sole discretion to document the basis for the conversion (as carried out immediately prior to the Effective Date) of loans
to the Borrower by William J. Boyer, Jr. to Equity Interests in the Borrower.
ARTICLE VII
NEGATIVE COVENANTS
So long as (i) the Term Loan remains outstanding, or (ii) any other Obligation hereunder which is accrued and payable shall
remain unpaid or unsatisfied, the Borrower shall not, without the prior written consent of Lender, which consent, with respect to
Sections 7.03, 7.06, 7.21 and 7.22, shall not be unreasonably withheld or delayed, nor shall it permit any other Loan Party to, directly
or indirectly:
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠