Frontier Airlines 2008 Annual Report Download - page 202

(h) Change of Control. There occurs any Change of Control; or
(i) Collateral Document. Any Collateral Document after delivery thereof (other than pursuant to the terms thereof) ceases to create a
valid and perfected lien on and security interest in the Collateral purported to be covered thereby having the priority contemplated
by the Loan Documents; or
(j) Material Adverse Effect. Other than a termination of the Mesa Code Share Agreement, there occurs any event or circumstance that
would give rise to a Material Adverse Effect since the Effective Date; or
(k) Change in Business. Other than a termination of the Mesa Code Share Agreement, the Borrower and its Subsidiaries cease to
operate their business as conducted on the date hereof or cease to operate flights substantially in accordance with the flight schedule
of the Borrower and its Subsidiaries as of the Effective Date; or
(l) Involuntary Proceedings. An involuntary proceeding shall be commenced and not dismissed or stayed within 60 days or an
involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrower or any Subsidiary,
or of a substantial part of the property or assets of the Borrower or a Subsidiary, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of the property or assets of the Borrower or a Subsidiary and the appointment continues undischarged or unstayed
for 60 calendar days, or (iii) the winding-up or liquidation of the Borrower or any Subsidiary; or
(m) Voluntary Proceedings. the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition
seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or
foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in (m) above, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for
a substantial part of the property or assets of the Borrower or any Subsidiary, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become
unable, admit in writing its inability or fail generally to pay its debts as they become due (other than with respect to Indebtedness
described on Schedule 5.02); or
(n) Cross Default on Airline Services Agreement. Any default under the Airline Services Agreement which permits Shuttle America
Corporation to terminate the Airline Services Agreement; or
(o) Leis Letter. Any default by Dorvin D. Leis under the Leis Letter.
(p) Cross Default on Administrative Services Agreement . Any default by the Borrower in the performance of its obligations under the
Administrative Services Agreement.
8.02 Remedies upon Event of Default. Upon the occurrence of any Event of Default described in Section 8.01(l) or (m) above,
automatically, and upon the occurrence and during the continuance of any other Event of Default, at the request of the Lender:
(i)the unpaid principal amount of all outstanding Term Loan, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document shall be immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the Borrower; and
(ii) the Lender shall exercise all rights and remedies available to it under the Loan Documents or applicable laws.
8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 or upon the commencement of any case or
proceeding under any Debtor Relief Law, any amounts received on account of any Obligations or from or with respect to the
Collateral or any enforcement proceedings with respect thereto shall be applied by the Lender in such order as it so elects and, the
balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
All payments made pursuant to this Section 8.03 shall be made to the Lender.
8.04 Default by the Lender
In respect of a Term Borrowing after the Effective Date and so long as (a) the Borrower has fully satisfied the conditions set forth in
Section 4.02 and (b) the Borrower and the Guarantors have satisfied all their respective obligations pursuant to this Agreement, any
failure by the Lender to make a Term Borrowing as provided by Section 2.01(c) shall be deemed a material default of this Agreement
by the Lender.
ARTICLE IX
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠