Frontier Airlines 2008 Annual Report Download - page 208

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 Lender 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 Lender 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 Lender 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 Lender 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 the Lender 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 the Lender.
(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
Lender 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 Loan 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 Lender (in the same form as so received) and shall
forthwith be paid to the Lender (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 Lender 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 Lender 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.
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 Lender and its respective successors, transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, the 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 the Term Loan owing to it and the Term Note held by it) to any other
Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the 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 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
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠