Frontier Airlines 2008 Annual Report Download - page 151

or (ii) termination of, or release from, the Liens of the Slot Security Agreement and this Agreement in accordance with the terms
thereof and hereof.
10.05 Performance by Collateral Agent of the Loan Parties’ Obligations.
(a) Collateral Agent Appointed Attorney-in-Fact . Each Loan Party hereby irrevocably appoints the Collateral Agent such Loan
Party’s attorney-in-fact, with full authority in the place and stead of such Loan Party and in the name of such Loan Party or otherwise,
from time to time, in the Collateral Agent’s discretion after the occurrence and during the continuance of a Collateral Enforcement
Event of Default, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation:
(i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to this Agreement,
(ii) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to
become due under or in respect of any of the Pledged Collateral,
(iii) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or
(ii) above, and
(iv) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable
for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the
Pledged Collateral; provided that the Collateral Agent shall not exercise any such rights under this Section 10.05(a) except upon
occurrence and during the continuance of a Collateral Enforcement Event of Default.
(b) Collateral Agent May Perform. If any Loan Party fails to perform any agreement contained herein, the Collateral Agent may,
as the Collateral Agent deems necessary to protect the security interest granted hereunder in the Pledged Collateral or to protect the
value thereof, but without any obligation to do so after the occurrence and during the continuance of a Collateral Enforcement Event
of Default, itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection
therewith shall be payable by such Loan Party under Section 12.04.
(c) Collateral Agent Not Liable. The Collateral Agent shall in no way be responsible for the payment of any costs incurred in
connection with preserving or disposing of Pledged Collateral.
10.06 The Collateral Agent’s Duties.
(a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Pledged
Collateral and shall not impose any duty upon it to exercise any such powers. Other than the exercise of reasonable care to assure the
safe custody of the Pledged Collateral while being held by the Collateral Agent pursuant to the terms of the Secured Credit
Documents, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed
that the grantor of such Pledged Collateral shall be responsible for preservation of all rights in the Pledged Collateral, and the
Collateral Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to
such grantor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent
accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it
being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any
parties with respect to any of the Pledged Collateral. In the event of a public or private sale of Pledged Collateral pursuant to the
terms of the Secured Credit Documents, the Collateral Agent shall have no obligation to clean-up, repair or otherwise prepare the
Pledged Collateral for sale.
(b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time to time, when the Collateral
Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Collateral Agent hereunder with respect to
all or any part of the Pledged Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to any Pledged
Collateral, (i) the assignment and pledge of such Pledged Collateral and the security interest granted in such Pledged Collateral by
each Loan Party hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the
Collateral Agent, for the ratable benefit of the Secured Parties, as security for the Secured Credit Obligations of such Loan Party, (ii)
such Subagent shall automatically be vested, in addition to the Collateral Agent, with all rights, powers, privileges, interests and
remedies of the Collateral Agent hereunder with respect to such Pledged Collateral, and (iii) the term “Collateral Agent”, when used
herein in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent with respect to such Pledged
Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect
to any such Pledged Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent.
(c) Notwithstanding anything herein or in the other Secured Credit Documents to the contrary, the Collateral Agent shall be fully
justified in failing or refusing to take any action under any Secured Credit Document unless it shall first receive direction from the
Required Secured Parties and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any such action.
10.07 Remedies. If any Event of Default shall have occurred and be continuing:
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠