Frontier Airlines 2008 Annual Report Download - page 204

all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or
otherwise possessed by the Lender for or on behalf of such Loan Party, including, without limitation, those delivered or possessed
in substitution for or in addition to any or all of the then existing Account Collateral; and
(iii) 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 the then existing Account Collateral;
(f) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and
records) of such Loan Party pertaining to any of the Pledged Collateral; and
(g) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and
supporting obligations relating to, any and all of the Pledged Collateral (including, without limitation, proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (a) through (g) of this Section 10.01 and this
clause (h)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Lender is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Pledged Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash.
10.02 Further Assurances.
(a) Each Loan Party agrees that from time to time, at the expense of such Loan Party, such Loan Party will promptly execute and
deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or
desirable, or that the Lender may reasonably request, in order to perfect and protect any pledge or security interest granted or
purported to be granted by such Loan Party hereunder or to enable the Lender to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral of such Loan Party. Without limiting the generality of the foregoing, each Loan
Party will, within a commercially reasonable time with respect to Pledged Collateral of such Loan Party: (i) at the request of the
Lender, mark conspicuously each document included in Inventory, each chattel paper included in Receivables, each Related
Contract, and each of its records pertaining to such Pledged Collateral with a legend, in form and substance satisfactory to the
Lender, indicating that such document, chattel paper, Related Contract, or Pledged Collateral is subject to the security interest
granted hereby; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, or as the Lender may reasonably request, in order to perfect and
preserve the security interest granted or purported to be granted by such Loan Party hereunder; (iii) at the request of the Lender,
deliver to the Lender certificates representing Security Collateral that constitutes certificated securities, accompanied by undated
stock or bond powers executed in blank; (iv) at the request of the Lender, take all action reasonably necessary to ensure within the
time required hereunder that the Lender has control of Pledged Collateral consisting of deposit accounts, electronic chattel paper,
investment property, letter-of-credit rights and transferable records as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the
Uniform Commercial Code and in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing
such transferable record; (v) at the request of the Lender, take all action reasonably necessary to ensure that the Lender’s security
interest is noted on any certificate of ownership related to any Pledged Collateral evidenced by a certificate of ownership; (vi) at the
reasonable request of the Lender, cause the Lender to be the beneficiary under all letters of credit that constitute Pledged Collateral,
with the exclusive right to make all draws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of
the Uniform Commercial Code; and (viii) deliver to the Lender evidence that all other action that the Lender may deem reasonably
necessary or desirable in order to perfect and protect the security interest created by such Loan Party in the Pledged Collateral
under this Agreement has been taken.
(b) Each Loan Party hereby authorizes the Lender to file one or more financing or continuation statements, and amendments thereto,
including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all
personal property (or words of similar effect) of such Loan Party, in each case without the signature of such Loan Party, and
regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial
Code or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement
covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by Law. Each Loan
Party ratifies its authorization for the Lender to have filed such financing statements, continuation statements or amendments filed
prior to the date hereof.
(c) Each Loan Party will furnish to the Lender from time to time statements and schedules further identifying and describing the
Pledged Collateral of such Loan Party and such other reports in connection with such Pledged Collateral as the Lender may
reasonably request, all in reasonable detail.
10.03 Rights of the Lender; Limitations on the Lender’s Obligations
(a) (i) Each Loan Party shall remain liable under the contracts and agreements included in such Loan Party’s Pledged Collateral to
the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not
been executed (including paying cure costs if such contracts or agreements are assumed), (ii) the exercise by the Lender of any of
the rights hereunder shall not release any Loan Party from any of its duties or obligations under the contracts and agreements
included in the Pledged Collateral, and (iii) the Lender shall not have any obligation or liability under the contracts and agreements
included in the Pledged Collateral by reason of this Agreement or any other Loan Document, nor shall the Lender be obligated to
perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠