Frontier Airlines 2008 Annual Report Download - page 203

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ARTICLE X
SECURITY
10.01 Grant of Security. To induce the Lender to make the Term Loan, each Loan Party hereby grants to the Lender, as security for
the full and prompt payment when due of the Obligations of such Loan Party a continuing Lien and security interest in and to all
Pledged Collateral of such Loan Party. “Pledged Collateral” means all of the property and assets (other than the Excluded Assets) of
each Loan Party and its estate, tangible and intangible, whether now owned or hereafter acquired or arising and regardless of where
located, including but not limited to:
(a) all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, aircraft
engines, aircraft propellers, furniture and fixtures, and all parts thereof and all accessions thereto and all software related thereto,
including, without limitation, software that is embedded in and is part of the equipment (any and all such property being the
“Equipment”);
(b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and materials
used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Loan Party has an
interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Loan Party has
an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Loan Party), and all
accessions thereto and products thereof and documents therefore, and all software related thereto, including, without limitation,
software that is embedded in and is part of the inventory (any and all such property being the “Inventory”);
(c) all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible
chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts,
letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind,
whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned
by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements,
mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of
such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the
extent not referred to in clause (d), (e) or (f) below, being the “Receivables”, and any and all such supporting obligations, security
agreements, mortgages, Liens, leases, letters of credit and other contracts to the extent not referred to in clause (d), (e) or (f) below
being the “Related Contracts”);
(d) the following (the “Security Collateral”):
(i) the Pledged Equity and the certificates, if any, representing the Pledged Equity, and all dividends, distributions, return of capital,
cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto and all rights
with respect to such Pledged Equity, including all rights to vote such Pledged Equity or exercise rights under any partnership
agreement, limited liability company agreement or similar agreement relating to Initial Pledged Equity;
(ii) the Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged
Debt; and
(iii) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security
entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Loan Party has now,
or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions,
value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect
thereto;
(e) the following (collectively, the “Account Collateral”):
(i) all deposit and other bank accounts and all funds and financial assets from time to time credited thereto (including, without
limitation, all cash equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all
certificates and instruments, if any, from time to time representing or evidencing such accounts;
(ii)
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠