Frontier Airlines 2008 Annual Report Download - page 143

indefeasibly paid in full, such cash collateral shall be paid in accordance with clause Last above.
Prior to the Airline Service Agreement Termination Date, any payments of the type described in clause Fifth with respect to
Airline Service Agreement Obligations but that are not yet due and owing shall be held as cash collateral in a separate account by the
Collateral Agent (other than the Reimbursement Obligations Collateral Account), and, if any Airline Service Agreement Obligations
become due prior to the Airline Service Agreement Termination Date, such amount shall be released to Republic at such time on
account of, and to the extent of, such Airlines Service Agreement Obligations. If any such cash collateral described in the foregoing
sentence remains on deposit in such account on or after the Airline Service Agreement Termination Date, such cash collateral shall be
paid in accordance with clause Last above.
ARTICLE IX
ADMINISTRATIVE AGENT AND COLLATERAL AGENT
9.01 Appointment and Authorization of Administrative Agent and Collateral Agent.
(a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to take
such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms of
this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and the Collateral
Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the
Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of
the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.
(b) The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities
as a Lender (if applicable)) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for
purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the
Secured Credit Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.02 for
purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for
exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions
of this Article IX (including, without limitation, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the
“Collateral Agent” under the Loan Documents) as if set forth in full herein with respect thereto.
9.02 Delegation of Duties. The Administrative and the Collateral Agent may execute any of its duties under this Agreement or any
other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under the Collateral Documents or of exercising any rights and remedies thereunder at the direction of the Administrative Agent and
the Collateral Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent
shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence
or willful misconduct.
9.03 Liability of Administrative Agent and Collateral Agent . No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein
as finally determined in a nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any
Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained
herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or
received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or
the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents or the
existence of any Liens or security interests in the Collateral, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender
or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of,
this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.
9.04 Reliance by Administrative Agent and Collateral Agent.
(a) The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠