Frontier Airlines 2008 Annual Report Download - page 207

10.06 Modifications .The Liens, lien priority and other rights and remedies granted to the Lender pursuant to this Agreement and the
other Secured Credit Documents shall not be modified, altered or impaired in any manner by any other financing or extension of credit
or incurrence of Indebtedness by any of the Loan Parties or by any other act or omission whatsoever.
10.07 Release; Termination. Upon the latest of (i) the payment in full in cash of the Obligations (other than contingent
indemnification obligations which are not then due and payable) or the conversion of the outstanding amount of the Term Loan
pursuant to Section 2.08 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. Upon any such termination, the Lender 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 Lender 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 Lender 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 Lender 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 Lender, as the case may be
(such Guarantor waiving any duty on the part of the Lender to disclose such information);
(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 Lender) 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 Lender or by any other Person upon the insolvency, bankruptcy or
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠