Frontier Airlines 2006 Annual Report Download - page 280

proceed first against Frontier or any security for or any other guarantor of any of the obligations guaranteed hereunder (and without
having to join any other person in any such action). Frontier Holdings agrees that it shall not be required to consent to, or receive any
notice of, any amendment or modification of, or waiver, consent or extension with respect to, this Agreement or any payments or
performance obligations required of Frontier herein.
(b) This guarantee by Frontier Holdings is a guarantee of payment and performance and not merely a guaranty of collection, and
Frontier Holding’s liabilities and obligations under this guarantee are and shall at all times continue to be absolute, irrevocable and
unconditional in all respects in accordance with the terms of this Section 10.20, and shall at all times be valid and enforceable without
set off, deduction, or counterclaim irrespective of any other agreements or circumstances of any nature whatsoever which might
otherwise constitute a defense to this guarantee or the obligations of Frontier Holdings hereunder.
(c) The guarantee by Frontier Holdings in this Section 10.20 shall continue to be effective, or be reinstated, as the case may be, if at
any time payment by Frontier or Frontier Holdings of all or any part of any sum payable pursuant to this Agreement or this guarantee
is rescinded or otherwise must be returned by RAI upon Frontier’s insolvency, bankruptcy or reorganization, all as though such
payment had not been made. Until all of the obligations guaranteed hereunder shall have been paid and performed in full, Frontier
Holdings shall have no right of subrogation or any other right to enforce any remedy which RAI now has or may hereafter have
against Frontier.
(d) RAI Holdings hereby represents and warrants (i) that it has the necessary power and authority to execute and deliver this
Agreement, (ii) all required consents, approvals and authorizations have been obtained with respect to the execution and delivery of
this Agreement by RAI Holdings, and (iii) that this Agreement has been duly executed and delivered by RAI Holdings and is
enforceable against RAI Holdings in accordance with its terms, and (iv) the execution and delivery of this Agreement by Frontier
Holdings does not violate its certificate of incorporation or bylaws or the terms of any material contract to which it is a party or by
which it is bound, provided, the representations and warranties set forth in clauses (i) through (iv) above are solely as to the extent
necessary to provide the guarantee set forth in this Section 10.19, and, provided further, that such representations and warranties as to
enforceability are qualified to the extent enforceability may be effected by the laws of bankruptcy and equity.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠