Frontier Airlines 2008 Annual Report Download - page 198

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that
names the Borrower or any of the Borrower’s Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any
secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the
following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Effective Date and set forth on Schedule 7.01;
(c) Liens for taxes, assessments or governmental charges or claims not delinquent or which are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on
the books of the applicable Person in accordance with GAAP;
(d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business which are not overdue or which are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) Liens incurred or pledges or deposits in the ordinary course of business made in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) Liens incurred or deposits made to secure the performance of tenders, bids, trade contracts, leases (real and personal) (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance and return of
money (but not borrowed money) bonds, reimbursement obligations and chargeback rights of Persons performing credit card
processing services for a Loan Party and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions, minor defects, encroachments or irregularities of title and other similar charges or
encumbrances affecting real property which do not materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments and attachments or securing appeal or other surety bonds related to such judgments;
(i) operating leases or subleases of real or personal property granted to others not interfering in any material respect with the
business of the Loan Parties, taken as a whole;
(j) Liens in favor of collecting or payor banks and credit card processors having a right of setoff, revocation, refund or chargeback
with respect to money or instruments of any Loan Party on deposit with or in possession of such bank; and
7.02 Investments. Make or hold any Investments, except:
(a) Investments held by any Loan Party in the form of Cash Equivalents;
(b) equity Investments of the Borrower in any Subsidiary existing on the date hereof;
(c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising
or acquired in the ordinary course of business and Investments received in settlement of amounts due to any Loan Party effected in
the ordinary course of business (including as a result of Dispositions not prohibited by Section 7.06);
(d) Guarantees permitted by Section 7.03; and
(e) Investments (other than Cash Equivalents) existing on the Effective Date and set forth on Schedule 5.13 hereof.
7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness under the Loan Documents;
(b) Existing Indebtedness and permitted future Indebtedness as provided by Schedule 7.03;
(c) Indebtedness incurred after the Effective Date consisting of Guarantees permitted by Section 7.04;
(d) Indebtedness incurred in the ordinary course of business in connection with letters of credit or surety bonds required by Law or
third parties in connection with the Loan Parties’ operations.
7.04 Guarantees and Other Liabilities. Purchase or repurchase (or agree, contingently or otherwise, so to do) the Indebtedness of, or
assume, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance of any
obligation or capability of so doing, or otherwise), endorse or otherwise become liable, directly or indirectly, in connection with the
Indebtedness, stock or dividends of any Person, except (a) for any guaranty of Indebtedness or other obligations of the Borrower or
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠