Frontier Airlines 2008 Annual Report Download - page 206

of all Persons whomsoever other than claims or demands arising out of Liens permitted under Section 7.01.
(e) Limitations on Modifications of Receivables. Except with respect to intercompany Receivables among the Loan Parties, such
Loan Party will not, without the Lender’s prior written consent, grant any extension of the time of payment under or in respect of
any of the Receivables or Related Contracts, compromise, compound or settle the same for less than the full amount thereof,
release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon other than
any of the foregoing which are done in the ordinary course of business, consistent with past practices, and trade discounts granted
in the ordinary course of business of such Loan Party.
(f) Notices. Such Loan Party will advise the Lender promptly after it obtains knowledge thereof, in reasonable detail, (i) of any Lien
asserted against any of the Pledged Collateral other than Liens permitted under Section 7.01, and (ii) of the occurrence of any other
event which would result in a material adverse change with respect to the aggregate value of the Pledged Collateral or on the
security interests created hereunder.
(g) Maintenance of Equipment. Such Loan Party will keep and maintain the Equipment in good operating condition sufficient for the
continuation of the business conducted by such Loan Party on a basis consistent with past practices, ordinary wear and tear
excepted.
10.05 Remedies. If any Event of Default shall have occurred and be continuing:
(a) The Lender may 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 Lender forthwith, assemble all or part of the
Pledged Collateral as directed by the Lender and make it available to the Lender at a place and time to be designated by the Lender
that is reasonably convenient to such Loan Party and the Lender; (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 Lender’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 Lender may be the purchaser
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 Lender shall not be obligated to make
any sale of Pledged Collateral regardless of notice of sale having been given. The Lender 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 Lender towards payment of the Obligations.
(b) Any cash held by or on behalf of the Lender and all cash proceeds received by or on behalf of the Lender 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 Obligations, in the
manner set forth in Section 8.03. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full
of the 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 Lender, 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).
(d) The Lender 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 Obligations against any funds held with respect to the Account
Collateral or in any other deposit account.
(e) The Lender is authorized, in connection with any sale of the Security Collateral pursuant to this Section 10.05, to deliver or
otherwise disclose to any prospective purchaser of the Security Collateral any information in its possession relating to such Security
Collateral.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠