Frontier Airlines 2008 Annual Report Download - page 150

any other event which would result in a material adverse change with respect to the aggregate value of the Pledged Collateral or on the
security interests created hereunder.
(g) Maintenance of Equipment. Such Loan Party will keep and maintain the Equipment in good operating condition sufficient for
the continuation of the business conducted by such Loan Party on a basis consistent with past practices, ordinary wear and tear
excepted.
(h) As to Intellectual Property Collateral.
(i) With respect to each item of its Intellectual Property Collateral, each Loan Party agrees to take, at its expense, all necessary
steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable U.S.
Governmental Authority, to (A) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such
Intellectual Property Collateral in full force and effect, and (B) pursue the registration and maintenance of each patent, trademark, or
copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Loan Party, including,
without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and
Trademark Office, the U.S. Copyright Office or other applicable U.S. Governmental Authorities, the filing of applications for renewal
or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation,
continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in
interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Loan Party shall, without
the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon
any right to file an application for patent, trademark, or copyright, unless such Loan Party shall have determined prior to such
cessation of use or abandonment that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer
desirable in the conduct of such Loan Party’s business and that the loss thereof would not be reasonably likely to have a Material
Adverse Effect.
(ii) Each Loan Party agrees promptly to notify the Collateral Agent if such Loan Party becomes aware (A) that any material item
of the Intellectual Property Collateral has become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse
determination or development regarding such Loan Party’s ownership of any of the material Intellectual Property Collateral or its right
to register the same or to keep and maintain and enforce the same, or (B) of any adverse determination or the institution of any
proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court)
regarding any material item of the Intellectual Property Collateral.
(iii) In the event that any Loan Party becomes aware that any item of the Intellectual Property Collateral that is material to such
Loan Party’s business is being infringed or misappropriated by a third party, such Loan Party shall promptly notify the Collateral
Agent and shall take such actions, at its expense, as such Loan Party or the Collateral Agent deems reasonable and appropriate under
the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or
misappropriation and for an injunction against such infringement or misappropriation.
(iv) Each Loan Party shall use proper statutory notice (where necessary) in connection with its use of each item of its Intellectual
Property Collateral. No Loan Party shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property
Collateral may lapse or become invalid or unenforceable or placed in the public domain except to the extent that it is commercially
reasonable to do so.
(v) Each Loan Party shall take all reasonable steps which it or the Collateral Agent deems appropriate under the circumstances to
preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and
all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and
services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such
consistent standards of quality.
(vi) Each Loan Party agrees that should it obtain an ownership interest in any item of the type set forth in Section 10.01(f) that is
not on the date hereof a part of the Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this
Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the
goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and
conditions of this Agreement with respect thereto. Within three days of acquiring After-Acquired Intellectual Property, the Loan Party
that acquired such After-Acquired Intellectual Property shall give prompt written notice to the Collateral Agent identifying the
After-Acquired Intellectual Property acquired, and such Loan Party shall execute and deliver to the Collateral Agent with such written
notice, or otherwise authenticate, an IP Security Agreement Supplement covering such After-Acquired Intellectual Property which
shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable Governmental
Authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.
(i) Delivery and Control of Slot Transfer Documents. In order to facilitate a subsequent transfer, if any, of Slots held by the Loan
Parties, the applicable Loan Party (A) has, prior to the Initial Closing Date, executed a blank, undated transfer document for each
Pledged Slot (as defined in the Slot Security Agreement) held by such Loan Party as of the Initial Closing Date, and (B) shall, on the
date of acquisition thereof, execute a blank, undated transfer document for each Pledged Slot acquired by such Loan Party after the
Initial Closing Date, in each case, be held in escrow by the Collateral Agent until (i) exercise by the Administrative Agent or the
Collateral Agent and the Lenders of their rights upon the occurrence and during the continuance of a Collateral Enforcement Event of
Default as set forth in and subject to Section 8.02 and Section 10.07 of this Agreement and Section 9 of the Slot Security Agreement
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠