Frontier Airlines 2008 Annual Report Download - page 153

released from the assignment and security interest granted hereby, and in connection therewith, the Collateral Agent will, at such Loan
Party’s expense, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the
release of such item of Pledged Collateral (other than Inventory sold in the ordinary course of business) from the assignment and
security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred
and be continuing, (ii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be
made in connection therewith, in accordance with Section 2.02 shall, to the extent so required, be paid or made to, or in accordance
with the instructions of, the Collateral Agent when and as required under Section 2.02, and (iii) in the case of Pledged Collateral sold
or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Collateral Agent of the Net Cash
Proceeds arising from the sale or disposition of such Pledged Collateral.
Upon the latest of (i) the payment in full in cash of the Secured Credit Obligations (other than contingent indemnification
obligations which are not then due and payable) and (ii) the Maturity Date, the pledge and security interest granted hereby shall
terminate and all rights to the Pledged Collateral shall revert to the applicable Loan Party; provided that, with respect to that portion of
the Secured Credit Obligations consisting of Airline Service Agreement Obligations, the pledge and security interest granted hereby
(to the extent securing Airline Service Agreement Obligations) shall terminate and all rights to such Pledged Collateral shall revert to
the applicable Loan Party on the Airline Service Agreement Termination Date. Upon any such termination, the Collateral Agent will,
at the applicable Loan Party’s expense, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably
request to evidence such termination.
ARTICLE XI
GUARANTY
11.01 Guaranty. Each Guarantor, severally, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under
this Article XI being the “Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required
prepayment or by acceleration, demand or otherwise, of all of the Obligations of each of the other Loan Parties now or hereafter
existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for
principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations
being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and
expenses of counsel) incurred by the Administrative Agent or any of the other Secured Parties in enforcing any rights under this
Guaranty or any other Loan Document. Anything herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can
be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.
11.02 Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the
terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of the Administrative Agent or any other Secured Party with respect thereto. The Obligations of each
Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any Loan Party under the
Loan Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against any other Loan Party or whether any other Loan Party is joined in any such
action or actions. The liability of each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of,
and such Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any and all of the
following:
(a) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any
other Obligations of any Loan Party under the Loan Documents, or any other amendment or waiver of or any consent to departure
from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or nonperfection of any Collateral, or any taking, release or amendment or waiver of or consent
to departure from this Guaranty or any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale
or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the
Loan Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its
Subsidiaries;
(f) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to
the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or
hereafter known to the Administrative Agent or such other Secured Party, as the case may be (such Guarantor waiving any duty on the
part of the Secured Parties to disclose such information);
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠