Frontier Airlines 2008 Annual Report Download - page 152

(a) The Collateral Agent may, at the direction of the Required Secured Parties, exercise in respect of the Pledged Collateral, in
addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party
upon default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Pledged
Collateral) and also may: (i) require each Loan Party to, and each Loan Party hereby agrees that it will at its expense and upon request
of the Collateral Agent or any Significant Lender forthwith, assemble all or part of the Pledged Collateral as directed by the Collateral
Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably
convenient to such Loan Party and the Collateral Agent; (ii) without notice except as specified below, sell the Pledged Collateral or
any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as are commercially reasonable; (iii) occupy any premises owned or leased by
any of the Loan Parties where the Pledged Collateral or any part thereof is assembled or located for a reasonable period in order to
effectuate its rights and remedies hereunder or under law, without obligation to such Loan Party in respect of such occupation; and (iv)
exercise any and all rights and remedies of any of the Loan Parties under or in connection with the Pledged Collateral, or otherwise in
respect of the Pledged Collateral, including, without limitation, (A) any and all rights of such Loan Party to demand or otherwise
require payment of any amount under, or performance of any provision of, the Receivables, the Related Contracts and the other
Pledged Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C)
exercise all other rights and remedies with respect to the Receivables, the Related Contracts and the other Pledged Collateral,
including, without limitation, those set forth in Section 9-607 of the Uniform Commercial Code. To the extent not inconsistent with
the Federal Aviation Act, the DOT requirements and the FAA requirements, the Collateral Agent or any other Secured Party may be
the purchasers of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the
Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such
sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the
Grantors, and each Grantor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay or appraisal which it
now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Loan Party
agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to such Loan Party of the time and place of
any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent
shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Any Account Collateral and any Proceeds of any Security
Collateral may be applied by the Collateral Agent towards payment of the Secured Credit Obligations.
(b) Any cash held by or on behalf of the Collateral Agent and all cash proceeds received by or on behalf of the Collateral Agent in
respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral shall be applied against the
Secured Credit Obligations, in the manner set forth in Section 8.03. Any surplus of such cash or cash proceeds held by the Collateral
Agent and remaining after payment in full of the Secured Credit Obligations shall be paid over to the applicable Loan Party or to
whomever may be lawfully entitle to receive such surplus.
(c) All payments received by any Loan Party under or in connection with the Pledged Collateral shall be received in trust for the
benefit of the Collateral Agent, 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).
(d) The Collateral Agent may, without notice to any Loan Party except as required by law or Section 8.02 and at any time or from
time to time, charge, set off and otherwise apply all or any part of the Secured Credit Obligations against any funds held with respect
to the Account Collateral or in any other deposit account.
(e) In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Loan Party, the goodwill
symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Loan Party shall supply to
the Collateral Agent or its designee such Loan Party’s know-how and expertise, and documents and things relating to any Intellectual
Property Collateral subject to such sale or other disposition, and such Loan Party’s customer lists and other records and documents
relating to such Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of
such Loan Party.
(f) The Collateral Agent is authorized, in connection with any sale of the Security Collateral pursuant to this Section 10.07, to
deliver or otherwise disclose to any prospective purchaser of the Security Collateral any information in its possession relating to such
Security Collateral.
10.08 Modifications.
The Liens, lien priority and other rights and remedies granted to the Collateral Agent for the benefit of the Lenders pursuant to this
Agreement and the other Secured Credit Documents shall not be modified, altered or impaired in any manner by any other financing
or extension of credit or incurrence of Indebtedness by any of the Loan Parties or by any other act or omission whatsoever.
10.09 Release; Termination.
(a) Upon any sale, lease, transfer or other disposition of any item of Pledged Collateral of any Loan Party in accordance with the
terms of the Secured Credit Documents to a Person other than a Loan Party or a Subsidiary thereof, such Pledged Collateral shall be
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠