Frontier Airlines 2008 Annual Report Download - page 155

11.05 Continuing Guarantee; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until
the latest of (i) the payment in full in cash of all of the Guaranteed Obligations and all other amounts payable under this Guaranty and
(ii) the Maturity Date, (b) be binding upon each Guarantor and its successors and assigns and (c) inure to the benefit of, and be
enforceable by, the Administrative Agent and the other Secured Parties and their respective successors, transferees and
assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise
transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its
Term Commitment, the Term Loans owing to it and the Term Notes held by it) to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to such Lender Party under this Article XI or otherwise, in
each case as provided in Section 12.07. Notwithstanding clause (b) of this Section 11.05, no Guarantor may assign any of its
obligations under this Guaranty.
11.06 No Reliance. Each Guarantor has, independently and without reliance upon the Collateral Agent, Administrative Agent or
any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate
means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis
will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of
such other Loan Party.
ARTICLE XII
MISCELLANEOUS
12.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01(a), without the written consent of each Lender;
(b) (i) extend or increase the Term Commitment of any Lender (or reinstate any Term Commitment terminated pursuant to
Section 8.02) without the written consent of all Lenders;
(c) postpone any date scheduled for any payment of principal or interest under this Agreement without the written consent of each
Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on any Term Loan or any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Required Lenders shall be necessary to amend Section 2.04(b);
(e) change any provision of this Section 12.01 or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender;
(f) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent
of each Lender; and
(g) release all or substantially all of the value of the Guaranty, without the written consent of each Lender;
and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in
addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Collateral Agent
under this Agreement or any other Loan Document; and (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable
to, the Administrative Agent under this Agreement or any other Loan Document.
Anything to the contrary in this Agreement notwithstanding (except as provided in this Section 12.01), the Collateral Agent, the
Administrative Agent, the Lenders and the Loan Parties agree that no amendment, modification or other change to this Agreement that
increases the amount of Indebtedness that is permitted to be secured by the Collateral or modifies Section 8.02 or Section 8.03 or this
provision of Section 12.01 shall be made without the written consent of the Required Northwest Parties. For the avoidance of doubt,
the Northwest Parties are an express third-party beneficiary of this Agreement.
12.02 Notices and Other Communications; Facsimile Copies.
(a) General. Unless otherwise expressly provided in this Agreement, all notices and other communications provided for
hereunder or any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be
mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠