Frontier Airlines 2008 Annual Report Download - page 145

agent for the Lenders. If no successor administrative agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent from
among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such
successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term
“Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers
and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of any other Lender. After
any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article IX and
Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such
successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and
duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
under the Loan Documents. If no Person agrees to be a successor Administrative Agent, the resigning Administrative Agent’s
resignation shall be effective upon notice by the resigning Administrative Agent to the Lenders, and the Lenders shall assume the
responsibilities of the Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent.
(b) Successor Collateral Agent. The Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the Lenders. If the
Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor collateral agent for the Lenders. If no
successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may
appoint, after consulting with the Lenders, a successor collateral agent from among the Lenders. Upon the acceptance of its
appointment as successor collateral agent hereunder, the Person acting as such successor collateral agent shall succeed to all the rights,
powers and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent and the
retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated, without any other or further act or
deed on the part of any other Lender. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions
of this Article IX and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it
was Collateral Agent under this Agreement. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor
and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral Documents, such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of the retiring Collateral Agent, and the retiring Collateral
Agent shall be discharged from its duties and obligations under the Loan Documents. If no Person agrees to be a successor Collateral
Agent, the resigning Collateral Agent’s resignation shall be effective upon notice by the resigning Collateral Agent to the Lenders, and
the Lenders shall assume the responsibilities of the Collateral Agent. After any retiring Collateral Agent’s resignation hereunder as
Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be
taken by it while it was acting as Collateral Agent.
9.09 Collateral and Guaranty Matters. The Lenders irrevocably authorize the Collateral Agent
(a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) in accordance
with the terms of Section 10.09 or (ii) subject to Section 12.01, if approved, authorized or ratified in writing by the Required Lenders;
and
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder.
Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to
release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant
to this Section 9.09. In each case as specified in this Section 9.09, the Collateral Agent will, at the Borrower’s expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item
of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its
obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.09.
ARTICLE X
SECURITY
10.01 Grant of Security. To induce the Lenders to make the Term Loans and the Northwest Parties to make the extensions of credit
described in the Reimbursement Agreement, each Loan Party hereby grants to the Collateral Agent, for itself and the ratable benefit of
the Secured Parties, as security for the full and prompt payment when due of the Secured Credit Obligations of such Loan Party a
continuing Lien and security interest in and to all Pledged Collateral of such Loan Party. “Pledged Collateral” means all of the
property and assets (other than the Excluded Assets and the Excluded Airline Assets) of each Loan Party and its estate, real and
personal, tangible and intangible, whether now owned or hereafter acquired or arising and regardless of where located, including but
not limited to:
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠