Frontier Airlines 2008 Annual Report Download - page 209

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 Lender and the Borrower or the
applicable Loan Party, as the case may be, and acknowledged by the Lender, and each such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.
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 communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to the Borrower, to the address, facsimile number, electronic mail address or telephone number specified for the Borrower 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 Lender; and
(ii) if to the Lender, to the address, facsimile number, electronic mail address or telephone number specified by the Lender 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 Borrower.
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
Lender 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 and the Lender. The Lender 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 the Lender. The Lender 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 the 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 the Lender 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 Lender for all out-of-pocket costs and
expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions hereof and the other
Loan Documents (whether or not the transactions contemplated hereby or thereby are consummated), and the 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 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 Lender and the cost of independent public accountants and other outside experts retained by
the 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 Loan and repayment of all other Obligations. If any Loan Party
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠