Common use of Additional Collateral Documents Clause in Contracts

Additional Collateral Documents. (a) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property, other than real estate and interests in real estate that are not owned Real Estate), the Borrowers agree to do promptly each of the following, unless otherwise agreed by the Administrative Agent: (i) deliver to the Administrative Agent such duly executed supplements and amendments to this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in order to ensure that each Subsidiary of a Borrower is a Borrower hereunder; (ii) deliver to the Administrative Agent such duly executed supplements and amendments to any of the Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in order to (A) effectively grant to the Administrative Agent for the benefit of the Lenders, a valid, perfected and enforceable security interest in all assets, personal property or property interests that constitute Collateral owned by any Borrower and (B) effectively grant to the Administrative Agent for the benefit of the Lenders, a valid, perfected and enforceable security interest in all Stock and debt Securities of any Borrower (other than Frontier Holdings) and each direct Subsidiary of each Borrower; (iii) deliver to the Administrative Agent all certificates, instruments and other documents representing all Collateral required to be pledged and delivered under the Collateral Documents and all other Stock and other debt Securities being pledged pursuant to the joinders, amendments and supplements executed pursuant to clause (ii) above; (iv) if any Borrower discovers that it owns any fee simple interest in real estate, then within thirty (30) days of such discovery, execute and deliver to the Administrative Agent, a mortgage granting the Administrative Agent for the benefit of the Lenders a valid, perfected and enforceable first priority Lien on such real estate and, if reasonably required by the Administrative Agent, as soon as reasonably practicable but in any case within sixty (60) days of such discovery, environmental audits, mortgage title insurance policy, real property survey, local counsel opinion(s), supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (v) upon any aircraft, engines or spare parts of any Borrower becoming free and clear of liens, and otherwise ceasing to constitute Excluded Collateral, deliver to the Administrative Agent a mortgage with respect to such aircraft, engines or spare parts as applicable, in form and substance reasonably satisfactory to the Administrative Agent; (vi) to take such other actions as the Administrative Agent reasonably deems necessary to ensure the validity or continuing validity of the obligations of all existing and future Borrowers pursuant to clause (i) above or to create, maintain, perfect or protect the security interest required to be granted pursuant to clause (ii) above, including the filing of financing statements or other recordations in such jurisdictions as may be required by the Collateral Documents, the Code, the DOT, the FAA or applicable law, or as may be reasonably requested by the Administrative Agent; and (vii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above in connection with the addition of any Borrower or Collateral acquired after the Closing Date, which opinions shall be in form and substance consistent with those delivered on the Closing Date and from counsel reasonably satisfactory to the Administrative Agent. (b) Notwithstanding the foregoing, (i) the Administrative Agent shall not take any security interest in or require any actions to be taken with respect to (A) prior to the occurrence of an Event of Default, those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest or taking such action are excessive in relation to the benefit to the Administrative Agent and the Lenders afforded thereby and (B) any property to the extent that the granting of such a security interest would constitute a breach or violation of a valid and effective restriction in place as of the Closing Date in favor of a third party (including, without limitation, mandatory consent rights; and the parties agree that the Administrative Agent shall not require any action to be taken with respect to such consent rights), that would result in the termination of any Borrower’s interest in such property or give rise to any indemnification obligations or any rights to terminate or commence the exercise of remedies under such restrictions but only to the extent and for so long as such restriction is not terminated or rendered unenforceable or otherwise rendered ineffective by any applicable law, and (ii) Liens required to be granted and actions required to be taken pursuant to this Section 5.9 shall all be subject to exceptions and limitations (including Liens permitted pursuant to Section 6.7) consistent with those set forth herein as in effect on the Closing Date and (iii) the Administrative Agent shall not require any Borrower to record any leasehold mortgage or similar instruments with respect to any leased real property. Nothing in this Section 5.9(b) shall obligate the Administrative Agent or any Lender to release its Lien on any Collateral.

Additional Collateral Documents. (a) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property, other than real estate and interests in real estate that are not owned Real Estate), the Borrowers agree each Borrower Group Member agrees to do promptly each of the following, unless otherwise agreed by the Administrative Agent: (i) deliver to the Administrative Agent such duly executed supplements and amendments to this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in order to ensure that each Subsidiary of a Borrower is a Borrower hereunder; (ii) deliver to the Administrative Agent such duly executed supplements and amendments to any of the Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in order to (A) effectively grant to the Administrative Agent for the benefit of the Lenders, a valid, first-priority, perfected and enforceable security interest in all assets, personal property or property interests that constitute Collateral owned by any Borrower and (B) effectively grant to the Administrative Agent for the benefit of the Lenders, a valid, perfected and enforceable security interest in all Stock and debt Securities of any Borrower (other than Frontier Holdings) and each direct Subsidiary of each BorrowerCollateral; (iiiii) deliver to the Administrative Agent all certificates, instruments and other documents representing all Collateral required to be pledged and delivered under the Collateral Documents and all other Stock and other debt Securities being pledged pursuant to the joinders, amendments and supplements executed pursuant to clause (ii) aboveDocuments; (iviii) if any Borrower discovers that it owns any fee simple interest in real estate, then within thirty (30) days of such discovery, execute and deliver to the Administrative Agent, a mortgage granting the Administrative Agent for the benefit of the Lenders a valid, perfected and enforceable first priority Lien on such real estate and, if reasonably required by the Administrative Agent, as soon as reasonably practicable but in any case within sixty (60) days of such discovery, environmental audits, mortgage title insurance policy, real property survey, local counsel opinion(s), supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (v) upon any aircraft, engines or spare parts of any Borrower becoming free and clear of liens, and otherwise ceasing to constitute Excluded Collateral, deliver to the Administrative Agent a mortgage with respect to such aircraft, engines or spare parts as applicable, in form and substance reasonably satisfactory to the Administrative Agent; (vi) to take such other actions as the Administrative Agent reasonably deems necessary to ensure the validity or continuing validity of the obligations of all existing and future Borrowers pursuant to clause (i) above or to create, maintain, perfect or protect the security interest required to be granted pursuant to clause (iii) above, including the filing of financing statements or other recordations in such jurisdictions as may be required by the Collateral Documents, the Code, the DOT, the FAA or applicable law, or as may be reasonably requested by the Administrative Agent; and (viiiv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above in connection with the addition of any Borrower or Collateral acquired or subjected to the Lien of the Guarantee and Collateral Agreement after the Closing Datedate hereof, which opinions shall be in form and substance consistent with those delivered on the Closing Date and from counsel reasonably satisfactory to the Administrative Agent. (b) Notwithstanding the foregoing, (i) the Administrative Agent shall not take any security interest in or require any actions to be taken with respect to (A) prior to the occurrence of an Event of Default, those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest or taking such action are excessive in relation to the benefit to the Administrative Agent and the Lenders afforded thereby and (B) any property to the extent that the granting of such a security interest would constitute a breach or violation of a valid and effective restriction in place as of the Closing Date date hereof in favor of a third party (including, without limitation, mandatory consent rights; and the parties agree that the Administrative Agent shall not require any action to be taken with respect to such consent rights), that would result in the termination of any BorrowerBorrower Group Member’s interest in such property or give rise to any indemnification obligations or any rights right to terminate or commence the exercise of remedies under such restrictions but only to the extent and for so long as such restriction is not terminated or rendered unenforceable or otherwise rendered ineffective by any applicable lawrestrictions, and (ii) Liens required to be granted and actions required to be taken pursuant to this Section 5.9 shall all be subject to exceptions and limitations (including Liens permitted pursuant to Section 6.7) consistent with those set forth herein as and in effect on the Closing Date and (iii) the Administrative Agent shall not require any Borrower to record any leasehold mortgage or similar instruments with respect to any leased real propertyCollateral Documents. Nothing in this Section 5.9(b) shall obligate the Administrative Agent or any Lender to release its Lien on any Collateral.

Additional Collateral Documents. (a) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property, other than real estate and interests in real estate that are not owned Real Estate), the Borrowers agree each Borrower Group Member agrees to do promptly each of the following, unless otherwise agreed by the Administrative Agent: (i) deliver to the Administrative Agent such duly executed supplements and amendments to this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in order to ensure that each Subsidiary of a Borrower is a Borrower hereunder; (ii) deliver to the Administrative Agent such duly executed supplements and amendments to any of the Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in order to (A) effectively grant to the Administrative Agent for the benefit of the Lenders, a valid, first-priority, perfected and enforceable security interest in all assets, personal property or property interests that constitute Collateral owned by any Borrower and (B) effectively grant to the Administrative Agent for the benefit of the Lenders, a valid, perfected and enforceable security interest in all Stock and debt Securities of any Borrower (other than Frontier Holdings) and each direct Subsidiary of each BorrowerCollateral; (iiiii) deliver to the Administrative Agent all certificates, instruments and other documents representing all Collateral required to be pledged and delivered under the Collateral Documents and all other Stock and other debt Securities being pledged pursuant to the joinders, amendments and supplements executed pursuant to clause (ii) aboveDocuments; (iviii) if any Borrower discovers that it owns any fee simple interest in real estate, then within thirty (30) days of such discovery, execute and deliver to the Administrative Agent, a mortgage granting the Administrative Agent for the benefit of the Lenders a valid, perfected and enforceable first priority Lien on such real estate and, if reasonably required by the Administrative Agent, as soon as reasonably practicable but in any case within sixty (60) days of such discovery, environmental audits, mortgage title insurance policy, real property survey, local counsel opinion(s), supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (v) upon any aircraft, engines or spare parts of any Borrower becoming free and clear of liens, and otherwise ceasing to constitute Excluded Collateral, deliver to the Administrative Agent a mortgage with respect to such aircraft, engines or spare parts as applicable, in form and substance reasonably satisfactory to the Administrative Agent; (vi) to take such other actions as the Administrative Agent reasonably deems necessary to ensure the validity or continuing validity of the obligations of all existing and future Borrowers pursuant to clause (i) above or to create, maintain, perfect or protect the security interest required to be granted pursuant to clause (iii) above, including the filing of financing statements or other recordations in such jurisdictions as may be required by the Collateral Documents, the Code, the DOT, the FAA or applicable law, or as may be reasonably requested by the Administrative AgentAgent [*]; and (viiiv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above in connection with the addition of any Borrower or Collateral acquired after the Closing Datedate hereof, which opinions shall be in form and substance consistent with those delivered on the Closing Date and from counsel reasonably satisfactory to the Administrative Agent. (b) Notwithstanding the foregoing, (i) the Administrative Agent shall not take any security interest in or require any actions to be taken with respect to (A) prior to the occurrence of an Event of Default, those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest or taking such action are excessive in relation to the benefit to the Administrative Agent and the Lenders afforded thereby and (B) any property to the extent that the granting of such a security interest would constitute a breach or violation of a valid and effective restriction in place as of the Closing Date date hereof in favor of a third party (including, without limitation, mandatory consent rights; and the parties agree that the Administrative Agent shall not require any action to be taken with respect to such consent rights), that would result in the termination of any BorrowerBorrower Group Member’s interest in such property or give rise to any indemnification obligations or any rights right to terminate or commence the exercise of remedies under such restrictions but only to the extent and for so long as such restriction is not terminated or rendered unenforceable or otherwise rendered ineffective by any applicable lawrestrictions, and (ii) Liens required to be granted and actions required to be taken pursuant to this Section 5.9 shall all be subject to exceptions and limitations (including Liens permitted pursuant to Section 6.7) consistent with those set forth herein as and in effect on the Closing Date and (iii) the Administrative Agent shall not require any Borrower to record any leasehold mortgage or similar instruments with respect to any leased real propertyCollateral Documents. Nothing in this Section 5.9(b) shall obligate the Administrative Agent or any Lender to release its Lien on any Collateral. [*] Confidential treatment requested.