Frontier Airlines 2008 Annual Report Download - page 147

(i) all deposit and other bank accounts and all funds and financial assets from time to time credited thereto (including, without
limitation, all cash equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and
instruments, if any, from time to time representing or evidencing such accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or
otherwise possessed by the Collateral Agent for or on behalf of such Loan Party, including, without limitation, those delivered or
possessed in substitution for or in addition to any or all of the then existing Account Collateral; and
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(f) the following (collectively, the “Intellectual Property Collateral”):
(i) all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein
and all improvements thereto (“Patents”);
(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate
names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United
States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest
therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together,
in each case, with the goodwill symbolized thereby (“Trademarks”);
(iii) all copyrights, including, without limitation, copyrights in Computer Software, internet web sites and the content thereof,
whether registered or unregistered (“Copyrights”);
(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related
applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights,
service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any
substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer
Software”);
(v) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and
production processes and techniques, inventions, research and development information, databases and data, including, without
limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible
property of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and
applications for registration set forth in Schedules A, B and C to the Intellectual Property Security Agreement (as such Schedules may
be supplemented from time to time by supplements to the IP Security Agreement, each such supplement being substantially in the
form of Exhibit D-1 (an “IP Security Agreement Supplement”)), executed by such Loan Party to the Collateral Agent from time to
time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all
rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Loan Party accruing thereunder
or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the
foregoing to which such Loan Party, now or hereafter, is a party or a beneficiary (“IP Agreements”); and
(ix) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation,
violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or
otherwise recover, such damages;
(g) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials
and records) of such Loan Party pertaining to any of the Pledged Collateral; and
(h) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and
supporting obligations relating to, any and all of the Pledged Collateral (including, without limitation, proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (a) through (g) of this Section 10.01 and this
clause (h)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Agent is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Pledged Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash.
For the avoidance of doubt, Excluded Assets and Excluded Airline Assets shall not constitute Pledged Collateral.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠