Frontier Airlines 2008 Annual Report Download - page 154

(g) the failure of any other Person to execute this Agreement or any other guarantee or agreement of the release or reduction of
the liability of any of the other Loan Parties or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any
representation by the Administrative Agent or any other Secured Party) that might otherwise constitute a defense available to, or a
discharge of, such Guarantor, any other Loan Party or any other guarantor or surety.
This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any other Secured Party or by any
other Person upon the insolvency, bankruptcy or reorganization of any other Loan Party or otherwise, all as though such payment had
not been made.
11.03 Waivers and Acknowledgments.
(a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment,
demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any
of the Guaranteed Obligations and this Guaranty, and any requirement that the Administrative Agent or any other Secured Party
protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any
other Loan Party or any other Person or any Collateral.
(b) Each Guarantor hereby unconditionally waives any right to revoke this Guaranty, and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Each Guarantor acknowledges
and agrees that this Guaranty is a guarantee of payment and not of collection.
(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based
upon an election of remedies by the Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights to proceed against
any of the other Loan Parties, any other guarantor or any other Person or any Collateral, and (ii) any defense based on any right of
setoff or counterclaim against or in respect of the Obligations of such Guarantor hereunder.
(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and
without affecting the liability of such Guarantor under this Guaranty, foreclose under any Collateral Document by nonjudicial sale,
and such Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such
Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.
(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such
Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.
(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in Section 11.02 and this Section 11.03 are knowingly made in
contemplation of such benefits.
11.04 Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have
or may hereafter acquire against any other Loan Party or any other insider guarantor that arise from the existence, payment,
performance or enforcement of its Obligations under this Guaranty or under any other Loan Document, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or
remedy of the Administrative Agent or any other Secured Party against such other Loan Party or any other insider guarantor or any
Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, until such time as all of
the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and the Term
Commitments shall have expired or terminated. If any amount shall be paid to any Guarantor in violation of the immediately
preceding sentence at any time prior to the latest of (a) the payment in full in cash of all of the Guaranteed Obligations and all other
amounts payable under this Guaranty and (b) the Maturity Date, such amount shall be received and held in trust for the benefit of the
Administrative Agent and the other Secured Parties (in the same form as so received) and shall forthwith be paid to the Administrative
Agent (without any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other
amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be
held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any
Guarantor shall pay to the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations
and all other amounts payable under this Guaranty shall have been paid in full in cash and (iii) the Maturity Date shall have occurred,
the Administrative Agent and the other Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such
Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from the payment made by such Guarantor
pursuant to this Guaranty.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠