Frontier Airlines 2008 Annual Report Download - page 205

(b) Except as otherwise provided in this subsection (b), each Loan Party will continue to collect, at its own expense, all amounts due
or to become due such Loan Party under the Receivables and Related Contracts. In connection with such collections, such Loan
Party may take (and, at the Lender’s direction, will take) such action as such Loan Party or the Lender may reasonably deem
necessary or advisable to enforce collection of the Receivables and Related Contracts; provided, however, that, subject to any
requirement of notice provided in Section 8.02, the Lender shall have the right at any time, upon the occurrence and during the
continuance of an Event of Default, to notify the obligors under any Receivables and Related Contracts of the assignment of such
Receivables and Related Contracts to the Lender and to direct such obligors to make payment of all amounts due or to become due
to such Loan Party thereunder directly to the Lender and, upon such notification and at the expense of such Loan Party, to enforce
collection of any such Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the
same manner and to the same extent as such Loan Party might have done, and to otherwise exercise all rights with respect to such
Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the Uniform Commercial
Code. Upon and during the exercise by the Lender of any of the remedies described in the proviso of the immediately preceding
sentence, (i) any and all amounts and proceeds (including, without limitation, instruments) received by such Loan Party in respect
of the Receivables and Related Contracts of such Loan Party shall be received in trust for the benefit of the Lender hereunder, shall
be segregated from other funds of such Loan Party and shall be forthwith paid over to the Lender in the same form as so received
(with any necessary indorsement) to be deposited in a collateral account maintained with the Lender and applied as provided in
Section 10.05(b) and (ii) such Loan Party will not adjust, settle or compromise the amount or payment of any Receivable or amount
due on any Related Contract, release wholly or partly any obligor thereof, or allow any credit or discount thereon. No Loan Party
will permit or consent to the subordination of its right to payment under any of the Receivables and Related Contracts to any other
indebtedness or obligations of the obligor thereof.
(c) The Lender shall have the right to make test verification of the Receivables in any manner and through any medium that it
considers advisable in its reasonable discretion, and each Loan Party agrees to furnish all such assistance and information as the
Lender may reasonably require in connection therewith.
10.04 Covenants of the Loan Parties with Respect to Pledged Collateral. Each Loan Party hereby covenants and agrees with the
Lender that from and after the date of this Agreement and until the Obligations (other than contingent indemnification obligations
which are not then due and payable) are fully satisfied:
(a) Delivery and Control of Pledged Equity
(i) All certificates or instruments representing or evidencing Pledged Equity shall be delivered to and held by or on behalf of the
Lender pursuant hereto at the request of the Lender, and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Lender.
(ii) With respect to any Pledged Equity in which any Loan Party has any right, title or interest and that constitutes an uncertificated
security, such Loan Party will cause the issuer thereof either (i) to register the Lender as the registered owner of such security or (ii)
to agree in an authenticated record with such Loan Party and the Lender that such issuer will comply with instructions with respect
to such security originated by the Lender without further consent of such Loan Party, such authenticated record to be in form and
substance reasonably satisfactory to the Lender. With respect to any Security Collateral in which any Loan Party has any right,
title or interest and that is not an uncertificated security, upon the request of the Lender, such Loan Party will notify each such
issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(iii) Except as provided in Section 10.05, such Loan Party shall be entitled to receive all cash dividends paid in respect of the Pledged
Equity with respect to the Pledged Equity.
(iv) Except as provided in Section 10.05 and subject to Article VII, such Loan Party will be entitled to exercise all voting, consent and
corporate rights with respect to the Pledged Equity.
(b) Maintenance of Records. Such Loan Party will keep and maintain, at its own cost and expense, satisfactory and complete records
of the Pledged Collateral, in all material respects, including, without limitation, a record of all payments received and all credits
granted with respect to the Pledged Collateral and all other dealings concerning the Pledged Collateral in each case in accordance
with its normal business practice.
(c) Indemnification with Respect to Pledged Collateral. In any suit, proceeding or action brought by the Lender relating to any
Pledged Collateral for any sum owing thereunder or to enforce any provision of any Pledged Collateral in each case, brought by the
Lender in accordance with this Agreement, such Loan Party will save, indemnify and keep the Lender harmless from and against all
expense, loss or damage suffered by the Lender by reason of any defense, setoff, counterclaim, recoupment or reduction of liability
whatsoever of the obligor thereunder, arising out of a breach by such Loan Party of any obligation thereunder or arising out of any
other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from such Loan Party,
and all such obligations of such Loan Party shall be and remain enforceable against and only against such Loan Party and shall not
be enforceable against the Lender.
(d) Limitation on Liens on Pledged Collateral. Such Loan Party will defend the Pledged Collateral against and take such other action
as is necessary to remove, any Lien on the Pledged Collateral except Liens permitted under Section 7.01 and will defend the right,
title and interest of the Lender in and to all of such Loan Party’s rights under the Pledged Collateral against the claims and demands
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠