Frontier Airlines 2008 Annual Report Download - page 156

communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to the Borrower, the Administrative Agent or the Collateral Agent, to the address, facsimile number, electronic mail address
or telephone number specified for such Person on Schedule 12.02 or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the other parties; and
(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number provided by such Lender
to the Administrative Agent and the Borrower at the time such Person becomes a lender or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent
and the Collateral Agent.
All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by
the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto;
(B) if delivered by mail, four Business Days after deposit in the mails, first-class postage prepaid; (C) if delivered by facsimile, when
sent; and (D) if delivered by electronic mail, when received; provided, however, that notices and other communications to the
Administrative Agent or the Collateral Agent pursuant to Article II shall not be effective until actually received by such Person. In no
event shall a voicemail message be effective as a notice, communication or confirmation hereunder.
(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The
effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as
manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent, the Collateral Agent and the
Lenders. The Administrative Agent and the Collateral Agent may also require that any such documents and signatures be confirmed
by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.
(c) Reliance by Administrative Agent, Collateral Agent and Lenders . The Administrative Agent, the Collateral Agent and the
Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified
herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person
on each notice purportedly given by or on behalf of the Borrower.
12.03 No Waiver; Cumulative Remedies. No failure by any Lender, the Collateral Agent or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.
12.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the
Collateral Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the development, preparation,
negotiation and execution of this Agreement and the other Loan Documents (and, in the case of Republic, in connection with previous
alternative lending structures and any related intercreditor arrangements), and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (including,
without limitation, specialty and local counsel) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each
Lender for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the
other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under
any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording,
title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent and each Lender and the cost of independent public accountants and other outside experts
retained by the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 12.04 shall be payable
within two Business Days after demand therefor. The agreements in this Section shall survive the termination of the Term
Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts
payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount
may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent or any Lender, in its sole discretion and
any such amounts so paid by the Administrative Agent, the Collateral Agent or any Lender, shall constitute Obligations owing to such
person.
12.05 Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any
kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan
Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the
consummation of the transactions contemplated thereby, (b) any Term Commitment or Term Loan or the use or proposed use of the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠