Frontier Airlines 2008 Annual Report Download - page 142

(q) Midwest Air LLC Agreement . The Borrower or any Subsidiary shall engage in any transaction or take any action that would
violate the terms of Section 3.2 of the Midwest Air LLC Agreement.
8.02 Remedies upon Event of Default. (a) Upon the occurrence of any Event of Default described in Section 8.01(m) or (n) above,
automatically, and upon the occurrence and during the continuance of any other Event of Default, at the request of the Required
Lenders:
(i) the commitment of each Lender to make Term Loans shall immediately terminate;
(ii) the unpaid principal amount of all outstanding Term Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document shall be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and
(iii) the Administrative Agent shall exercise on behalf of the Lenders all rights and remedies available to it and the Lenders under
the Loan Documents or applicable laws; provided that remedies in respect of the Collateral shall only be exercised pursuant to and in
the manner set forth in Section 8.02(b).
(b) Upon the occurrence and during the continuance of any Collateral Enforcement Event of Default, the Collateral Agent (subject
to the consent, and at the direction, of the Required Secured Parties) shall exercise on behalf of the Secured Parties all rights and
remedies available to it in respect of the Collateral under the Secured Credit Documents or applicable Laws.
8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 or upon the commencement of any case or
proceeding under any Debtor Relief Law, any amounts received on account of any Secured Credit Obligations from or with respect to
the Collateral or any enforcement proceedings with respect thereto shall be applied by the Collateral Agent in the following order:
First, to payment of that portion of the Secured Credit Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs) payable to the Administrative Agent and the Collateral Agent in their capacities as such;
Second, to payment of that portion of the Secured Credit Obligations constituting amounts payable under Article III of this
Agreement and Article III of the Reimbursement Agreement ratably among the Northwest Parties and the Lenders in proportion to the
amounts described in this clause Second payable to them;
Third, to payment of that portion of the Secured Credit Obligations constituting Reimbursement Obligations up to a maximum
principal amount of $10,000,000 (whether currently owing or contingent) and any accrued and unpaid interest thereon (less the sum
(without duplication) of (i) the amount of any portion thereof that has been cash collateralized pursuant to this Agreement or the
Reimbursement Agreement and (ii) the amount of funds on deposit in the Reimbursement Obligation Collateral Account at such time
prior to giving effect to the release of such funds pursuant to the penultimate sentence of the last paragraph in this Section 8.03),
principal on the Term Loans up to a maximum principal amount of $50,000,000 (whether currently due and payable or not), and
accrued and unpaid interest on the Term Loans, ratably among the Northwest Parties and the Lenders in proportion to the respective
amounts described in this clause Third payable to them;
Fourth, to the payment of all other Secured Credit Obligations of the Loan Parties owing under or in respect of the Secured Credit
Documents on such date (including any Reimbursement Obligations in excess of a principal amount of $10,000,000 (whether
currently owing or contingent) and any accrued and unpaid interest thereon less the sum (without duplication) of (i) the amount of any
portion thereof that has been cash collateralized pursuant to this Agreement or the Reimbursement Agreement and (ii) the amount of
funds on deposit in the Reimbursement Obligation Collateral Account at such time prior to giving effect to the release of such funds
pursuant to the penultimate sentence of the last paragraph in this Section 8.03), ratably among the Northwest Parties and the Lenders
in proportion to the respective amounts described in this clause Fourth payable to them;
Fifth, to the payment of all Airline Service Agreement Obligations that are unpaid and outstanding on such date payable to
Republic; and
Last, the balance, if any, after all of the Secured Credit Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law.
All payments made pursuant to this Section 8.03 (except for those payments to be made to the Collateral Agent) shall be made to
the Administrative Agent (in respect of Secured Credit Obligations owing to the Lenders and the Administrative Agent) and to
Northwest (in respect of Secured Credit Obligations owing to the Northwest Parties), and the Administrative Agent shall distribute
such payments in accordance with the provisions of this Agreement and Northwest shall distribute such payments in accordance with
the provisions of the Reimbursement Agreement. Any payments made pursuant to clauses Third and Fourth with respect to
Reimbursement Obligations which are not yet due and owing shall be held by the Collateral Agent in the Reimbursement Obligations
Collateral Account, and shall be paid upon such Reimbursement Obligations becoming due and payable. If any cash collateral
remains on deposit in the Reimbursement Obligations Collateral Account (or pursuant to any other arrangement) at such time as any
payment pursuant to clauses Third or Fourth with respect to Reimbursement Obligations are due and payable, such cash collateral
shall be released to Northwest at such time on account of, and to the extent of, such Reimbursement Obligations. If any such cash
collateral remains on deposit in the Reimbursement Obligations Collateral Account after the Secured Credit Obligations have been
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠