Frontier Airlines 2008 Annual Report Download - page 127

Loans or other Obligations then owing to such Lender.
2.08 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Term
Loans made by it, anypayment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but
excluding any payment or set-off relating to the Airline Service Agreement or any leases entered into in connection therewith) in
excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Term Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term Loans or such participations,
as the case may be, pro rata with each of them; provided further that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described in Section 12.06 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s
ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from
another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject
to Section 12.08) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of
such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.
ARTICLE III
TAXES
3.01 Taxes.
(a) Except as otherwise provided in this Section 3.01 or Section 12.14, any and all payments by the Borrower to or for the account
of the Administrative Agent, the Collateral Agent or any Lender under any Loan Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent, the Collateral Agent and each
Lender, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by
the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent, the Collateral Agent or such
Lender, as the case may be, is organized or maintains its Lending Office or is otherwise a resident or doing business (other than a
jurisdiction in which such Person is deemed to be doing business solely as a result of entering into, or performing its obligations
under, any Loan Document); and (ii) taxes other than taxes that are imposed as a result of a change in applicable Law occurring after
(A) the date that such Person became a party to this Agreement, or (B) with respect to an assignment, acquisition, grant of a
participation or the appointment of a successor Administrative Agent or Collateral Agent, the effective date of such assignment,
acquisition, participation or appointment, except to the extent that such Person's predecessor was entitled to additional amounts with
respect to such taxes under this Section 3.01 (all non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any
Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent, the
Collateral Agent or any Lender, then, except as otherwise provided in this Section 3.01 or Section 12.14, (i) the sum payable shall be
increased as necessary so that after making all required deductions with respect to Taxes (including deductions applicable to additional
sums payable under this Section), each of the Administrative Agent, the Collateral Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower
shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv)
within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward a copy of
the same to the Collateral Agent and such Lender, as applicable) the original or a certified copy of a receipt evidencing payment
thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is satisfactory to the
Administrative Agent and each Significant Lender.
(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or
property, intangible, mortgage recording taxes or similar charges or similar levies which arise from any payment made under any
Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan
Document (hereinafter referred to as “Other Taxes”).
(c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any
Loan Document to the Administrative Agent, the Collateral Agent or any Lender, the Borrower shall also pay to the Administrative
Agent, the Collateral Agent or to such Lender, as the case may be, at the time interest is paid, such additional amount that the
Administrative Agent, the Collateral Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the Administrative Agent, the Collateral Agent or such Lender
would have received if such Taxes or Other Taxes had not been imposed.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠