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.
5.10
LABOR CONTRACTS.
ON OR BEFORE NOVEMBER 15, 2008, THE BORROWERS SHALL DELIVER TO THE
ADMINISTRATIVE AGENT NEW OR REVISED COLLECTIVE BARGAINING AGREEMENTS OR
AMENDMENTS THERETO (OR OTHERWISE DEMONSTRATE THAT SUCH NEW OR AMENDED AGREEMENTS
WILL BE EFFECTIVE IN THE NEAR TERM) CONTAINING CONCESSIONS MATERIALLY CONSISTENT
WITH LABOR COST REDUCTIONS REFLECTED IN THE PROJECTIONS OR HAVE OTHERWISE
OBTAINED LABOR COST SAVINGS REASONABLY PROJECTED TO BE CONSISTENT THEREWITH, AND
OTHERWISE ON TERMS (INCLUDING AS TO THE EXPIRATION THEREOF) REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT WITH RESPECT TO THE FOLLOWING GROUPS:
(A) FRONTIER AIRLINES PILOTS ASSOCIATION AND (B) TEAMSTERS AIRLINE DIVISION
REPRESENTING THE AIRCRAFT TECHNICIANS, GROUND SERVICE EQUIPMENT TECHNICIANS AND
TOOL ROOM ATTENDANTS.
5.11
SLOT UTILIZATION.
Subject to transfers, exchanges and other dispositions permitted by this
Agreement, each Air Carrier will utilize (or arrange for utilization by leasing
or exchanging Slots with other air carriers) the Slots in a manner consistent in
all material respects with applicable regulations, rules,