Frontier Airlines 2008 Annual Report Download - page 149

(including, without limitation, instruments) received by such Loan Party in respect of the Receivables and Related Contracts of such
Loan Party shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such
Loan Party and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement)
to be deposited in a collateral account maintained with the Collateral Agent and applied as provided in Section 10.07(b) and (ii) such
Loan Party will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Related Contract,
release wholly or partly any obligor thereof, or allow any credit or discount thereon. No Loan Party will permit or consent to the
subordination of its right to payment under any of the Receivables and Related Contracts to any other indebtedness or obligations of
the obligor thereof.
(c) The Collateral Agent shall have the right to make test verification of the Receivables in any manner and through any medium
that it considers advisable in its reasonable discretion, and each Loan Party agrees to furnish all such assistance and information as the
Collateral Agent may reasonably require in connection therewith.
10.04 Covenants of the Loan Parties with Respect to Pledged Collateral. Each Loan Party hereby covenants and agrees with the
Collateral Agent that from and after the date of this Agreement and until the Secured Credit Obligations (other than contingent
indemnification obligations which are not then due and payable) are fully satisfied:
(a) Delivery and Control of Pledged Equity.
(i) All certificates or instruments representing or evidencing Pledged Equity shall be delivered to and held by or on behalf of the
Collateral Agent pursuant hereto at the request of the Collateral Agent or any Significant Lender, and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Collateral Agent and each Significant Lender.
(ii) With respect to any Pledged Equity in which any Loan Party has any right, title or interest and that constitutes an
uncertificated security, such Loan Party will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner
of such security or (ii) to agree in an authenticated record with such Loan Party and the Collateral Agent that such issuer will comply
with instructions with respect to such security originated by the Collateral Agent without further consent of such Loan Party, such
authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent and each Significant Lender. With
respect to any Security Collateral in which any Loan Party has any right, title or interest and that is not an uncertificated security, upon
the request of the Collateral Agent or any Significant Lender, such Loan Party will notify each such issuer of Pledged Equity that such
Pledged Equity is subject to the security interest granted hereunder.
(iii) Except as provided in Section 10.07, such Loan Party shall be entitled to receive all cash dividends paid in respect of the
Pledged Equity with respect to the Pledged Equity.
(iv) Except as provided in Section 10.07 and subject to Article VII, such Loan Party will be entitled to exercise all voting, consent
and corporate rights with respect to the Pledged Equity.
(b) Maintenance of Records. Such Loan Party will keep and maintain, at its own cost and expense, satisfactory and complete
records of the Pledged Collateral, in all material respects, including, without limitation, a record of all payments received and all
credits granted with respect to the Pledged Collateral and all other dealings concerning the Pledged Collateral in each case in
accordance with its normal business practice.
(c) Indemnification with Respect to Pledged Collateral. In any suit, proceeding or action brought by the Collateral Agent relating
to any Pledged Collateral for any sum owing thereunder or to enforce any provision of any Pledged Collateral in each case, brought by
the Collateral Agent in accordance with this Agreement, such Loan Party will save, indemnify and keep the Secured Parties harmless
from and against all expense, loss or damage suffered by the Secured Parties by reason of any defense, setoff, counterclaim,
recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by such Loan Party of any obligation
thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its
successors from such Loan Party, and all such obligations of such Loan Party shall be and remain enforceable against and only against
such Loan Party and shall not be enforceable against the Collateral Agent.
(d) Limitation on Liens on Pledged Collateral. Such Loan Party will defend the Pledged Collateral against and take such other
action as is necessary to remove, any Lien on the Pledged Collateral except Liens permitted under Section 7.01 and will defend the
right, title and interest of the Collateral Agent in and to all of such Loan Party’s rights under the Pledged Collateral against the claims
and demands of all Persons whomsoever other than claims or demands arising out of Liens permitted under Section 7.01.
(e) Limitations on Modifications of Receivables. Except with respect to intercompany Receivables among the Loan Parties, such
Loan Party will not, without the Collateral Agent’s prior written consent, grant any extension of the time of payment under or in
respect of any of the Receivables or Related Contracts, compromise, compound or settle the same for less than the full amount thereof,
release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon other than any
of the foregoing which are done in the ordinary course of business, consistent with past practices, and trade discounts granted in the
ordinary course of business of such Loan Party.
(f) Notices. Such Loan Party will advise the Collateral Agent promptly after it obtains knowledge thereof, in reasonable detail, (i)
of any Lien asserted against any of the Pledged Collateral other than Liens permitted under Section 7.01, and (ii) of the occurrence of
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠