Frontier Airlines 2008 Annual Report Download - page 148

10.02 Further Assurances.
(a) Each Loan Party agrees that from time to time, at the expense of such Loan Party, such Loan Party will promptly execute and
deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or
desirable, or that the Collateral Agent or any Significant Lender may reasonably request, in order to perfect and protect any pledge or
security interest granted or purported to be granted by such Loan Party hereunder or to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged Collateral of such Loan Party. Without limiting the generality
of the foregoing, each Loan Party will, within a commercially reasonable time with respect to Pledged Collateral of such Loan
Party: (i) at the request of the Collateral Agent or any Significant Lender, mark conspicuously each document included in Inventory,
each chattel paper included in Receivables, each Related Contract, and each of its records pertaining to such Pledged Collateral with a
legend, in form and substance satisfactory to the Collateral Agent and each Significant Lender, indicating that such document, chattel
paper, Related Contract, or Pledged Collateral is subject to the security interest granted hereby; (ii) execute or authenticate and file
such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Collateral Agent or any Significant Lender may reasonably request, in order to perfect and preserve the security
interest granted or purported to be granted by such Loan Party hereunder; (iii) at the request of the Collateral Agent or any Significant
Lender, deliver to the Collateral Agent for the benefit of the Secured Parties certificates representing Security Collateral that
constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; (iv) at the request of the Collateral
Agent or any Significant Lender, take all action reasonably necessary to ensure within the time required hereunder that the Collateral
Agent has control of Pledged Collateral consisting of deposit accounts, electronic chattel paper, investment property, letter-of-credit
rights and transferable records as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the Uniform Commercial Code and in Section
16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record; (v) at the request of
the Collateral Agent or any Significant Lender, take all action reasonably necessary to ensure that the Collateral Agent’s security
interest is noted on any certificate of ownership related to any Pledged Collateral evidenced by a certificate of ownership; (vi) at the
reasonable request of the Collateral Agent or any Significant Lender, cause the Collateral Agent to be the beneficiary under all letters
of credit that constitute Pledged Collateral, with the exclusive right to make all draws under such letters of credit, and with all rights of
a transferee under Section 5-114(e) of the Uniform Commercial Code; and (viii) deliver to the Collateral Agent evidence that all other
action that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest created
by such Loan Party in the Pledged Collateral under this Agreement has been taken.
(b) Each Loan Party hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and
amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover
all assets or all personal property (or words of similar effect) of such Loan Party, in each case without the signature of such Loan
Party, and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform
Commercial Code or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing
statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by
Law. Each Loan Party ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation
statements or amendments filed prior to the date hereof.
(c) Each Loan Party will furnish to the Collateral Agent from time to time statements and schedules further identifying and
describing the Pledged Collateral of such Loan Party and such other reports in connection with such Pledged Collateral as the
Collateral Agent or any Significant Lender may reasonably request, all in reasonable detail.
10.03 Rights of Lender; Limitations on Lenders’ Obligations.
(a) Each Loan Party shall remain liable under the contracts and agreements included in such Loan Party’s Pledged Collateral to
the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been
executed (including paying cure costs if such contracts or agreements are assumed), (ii) the exercise by the Collateral Agent of any of
the rights hereunder shall not release any Loan Party from any of its duties or obligations under the contracts and agreements included
in the Pledged Collateral, and (iii) no Secured Party shall have any obligation or liability under the contracts and agreements included
in the Pledged Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to
perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.
(b) Except as otherwise provided in this subsection (b), each Loan Party will continue to collect, at its own expense, all amounts
due or to become due such Loan Party under the Receivables and Related Contracts. In connection with such collections, such Loan
Party may take (and, at the Collateral Agent’s direction, will take) such action as such Loan Party or the Collateral Agent may
reasonably deem necessary or advisable to enforce collection of the Receivables and Related Contracts; provided, however, that,
subject to any requirement of notice provided in Section 8.02, the Collateral Agent shall have the right at any time, upon the
occurrence and during the continuance of a Collateral Enforcement Event of Default, to notify the obligors under any Receivables and
Related Contracts of the assignment of such Receivables and Related Contracts to the Collateral Agent and to direct such obligors to
make payment of all amounts due or to become due to such Loan Party thereunder directly to the Collateral Agent and, upon such
notification and at the expense of such Loan Party, to enforce collection of any such Receivables and Related Contracts, to adjust,
settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Loan Party might have done,
and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set
forth in Section 9-607 of the Uniform Commercial Code. Upon and during the exercise by the Collateral Agent on behalf of the
Lenders of any of the remedies described in the proviso of the immediately preceding sentence, (i) any and all amounts and proceeds
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠