Frontier Airlines 2011 Annual Report Download - page 136

5.4 Payment of Balance of the Final Price of the Aircraft
Before the Delivery Date or concurrent with the Delivery of each Aircraft, the Buyer will pay to the Seller the Final Price of such
Aircraft less an amount equal to the Predelivery Payments received for such Aircraft by the Seller (the “ Balance of the Final Price”).
The Seller’s receipt of the full amount of all Predelivery Payments and of the Balance of the Final Price of such Aircraft, and any
amounts due under Clause 5.8, are a condition precedent to the Seller’s obligation to deliver such Aircraft to the Buyer.
5.5 Taxes
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5.6 Application of Payments
Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any amount
(whether under this Agreement or under any other agreement between the Buyer and its Affiliates on the one hand and the Seller and its
Affiliates on the other hand and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by
the Buyer or its Affiliates, and not be paid in full in immediately available funds on the date due, then the Seller will have the right to
debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyer against such unpaid amount. The Seller will
promptly notify the Buyer in writing after such debiting and application, and the Buyer will immediately pay to the Seller the amount
required to comply with Clause 5.2.3.
5.7 Setoff Payments
Notwithstanding anything to the contrary contained herein, the Seller may set-off any matured obligation owed by the Buyer or any of its
Affiliates to the Seller or any of its Affiliates against any obligation (whether or not matured) owed by the Seller or any of its Affiliates
to the Buyer or any of its Affiliates, regardless of the place of payment or currency.
5.8 Overdue Payments
5.8.1 If any payment due to the Seller from the Buyer is not received by the Seller on the date or dates due, the Seller will have the right to
claim from the Buyer, and the Buyer will [*]
5.8.2 If any Predelivery Payment is not received by the date on which it is due, the Seller, in addition to any other rights and remedies available
to it, will be under no obligation to deliver any Aircraft remaining to be delivered under this Agreement within such Aircraft’s Scheduled
Delivery Month(s). Upon receipt of the full amount of all such overdue Predelivery Payments, together with interest on such Predelivery
Payments in accordance with Clause 5.8.1, the Seller will provide the Buyer with new Scheduled Delivery Months for the affected
Aircraft, subject to the Seller’s commercial and industrial constraints.
* Confidential