Frontier Airlines 2008 Annual Report Download - page 159

Lender or on their behalf and notwithstanding that the Administrative Agent, the Collateral Agent or any Lender may have had notice
or knowledge of any Default or breach of such representation and warranty at the time the Term Loans were extended, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.
12.13 TPG Entities as Lenders. Each Lender acknowledges that the TPG Entities own a majority of the Equity Interests of the
Parent and, consequently, may receive information regarding any Loan Party or its Affiliates (including information that may be
subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the TPG Entities shall be
under no obligation to provide such information to them. With respect to the Term Loans, the TPG Entities shall have the same rights
and powers (and shall have the same rights to exercise such rights and powers) under this Agreement as any other Lender.
12.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
12.15 Tax Forms.
(a) (i) Each Lender, Administrative Agent and Collateral Agent that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Code (a “Foreign Person”) shall deliver to each of the Borrower and the Administrative Agent, as
applicable, on or prior to the date of its execution and delivery of this Agreement (or upon accepting an assignment of an interest
herein), two duly signed completed copies of the applicable IRS Form W-8 or any successor thereto (entitling it to an exemption from,
or reduction of, withholding tax on payments to be made to or for the benefit of such Person pursuant to this Agreement) or such other
evidence satisfactory to the Borrower, the Administrative Agent and each Significant Lender, as applicable, that such Foreign Person
is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the
Code. Thereafter and from time to time, each such Foreign Person shall (A) promptly submit to the Borrower and the Administrative
Agent, as applicable, such additional duly completed and signed copies of such forms (or such successor forms as shall be adopted
from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and
regulations to avoid or reduce, or such evidence as is satisfactory to the Borrower, the Administrative Agent and each Significant
Lender of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such
Foreign Person by the Borrower pursuant to this Agreement, (B) promptly notify the Borrower and the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall
not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Person or indemnification pursuant to Section 3.01.
(ii) Each Lender that is a Foreign Person, to the extent it does not act or ceases to act for its own account with respect to any
portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical
participation by such Lender), shall deliver to each of the Borrower and the Administrative Agent on the date when such Lender
ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed
completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any
such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and
(B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender
chooses to transmit with such form, and any other certificate or statement of exemption required under applicable Law, to establish
that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.
(iii) The Loan Parties shall not be required to pay any additional amount to any Person under Section 3.01 (A) with respect to any
Taxes on the basis of the information, certificates or statements of exemption such Person transmits with an IRS Form W-8IMY
pursuant to this Section 12.14(a) or (B) if such Person shall have failed to satisfy the provisions of this Section 12.14(a) and Section
12.14(b); provided that if such Person is a Lender and shall have satisfied the requirement of this Section 12.14(a) on the date it
became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this
Section 12.14(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result
of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in governmental interpretation,
administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing that such Lender or other Person for the account of which such Lender receives any sums payable under
any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate.
(b) Each Lender, Administrative Agent and Collateral Agent that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to each of the Borrower and the Administrative Agent two duly signed completed copies of IRS
Form W-9. If such Person fails to deliver such forms, then each of the Borrower and the Administrative Agent may withhold from
any payment to such Person an amount equivalent to the applicable back-up withholding tax imposed by Applicable Law.
(c) If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the
case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠