Common use of Collateral Maintenance Clause in Contracts

Collateral Maintenance. Neither the Parent nor Borrower will permit the aggregate fair market value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Value”), as determined by the most recent appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) to equal less than 110% of the Aggregate Commitment at such time; provided that, so long as any default in respect of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default so long as within 45 days of the occurrence of such default, the Parent shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents), sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the total commitment under the 2011 Credit Agreement in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. Neither the (a) The Parent nor Borrower will not permit the aggregate fair market value Fair Market Value of all Mortgaged Collateral Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, of at any time (such value, the “Aggregate Mortgaged Collateral Vessel Value”), as determined by the most recent appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) 8.01(d), at any time to equal less than (I) from the Third Amendment to and including June 30, 2015, 110% of an amount equal to (x) the amount of the Aggregate Commitment Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (II) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any default in respect of this Section 9.09 9.09(a) is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Parent Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such reductions repayment of the total commitment Loans under this Agreement and loans under the 2011 Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 9.09(a) to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. Neither the (a) The Parent nor Borrower will not permit the aggregate fair market value Fair Market Value of all Mortgaged Collateral Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, of at any time (such value, the “Aggregate Mortgaged Collateral Vessel Value”), as determined by the most recent appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) 8.01(d), at any time to equal less than (I) from the Third Amendment to and including June 30, 2015, 110% of an amount equal to (x) the amount of the Aggregate Commitment Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (II) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any default in respect of this Section 9.09 9.09(a) is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Parent Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such reductions repayment of the total commitment Loans under this Agreement and loans under the 2011 Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 9.09(a) to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. Neither the The Parent nor Borrower will not permit the aggregate sum of the fair market value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Collateral Rigs which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Collateral Rig Value”), as determined by calculating the appraised value set forth in the most recent appraisal report related to each respective Collateral Rig and delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) 9.01(c), to equal less than 110150% of the Aggregate Commitment aggregate outstanding principal amount of the Loans and Letters of Credit Outstanding at such time; provided that, (x) for the avoidance of doubt, it is understood and agreed that the appraisal reports delivered on January 15, 2014 from Fearnleys Ltd. and on January 20, 2014 from Pareto Offshore AS shall be satisfactory for the purpose of making the calculation in this Section 10.9 from the Amendment and Restatement Effective Date until the next required date of delivery of appraisal reports under this Agreement; (y) so long as any default in respect violation of this Section 9.09 10.09 is not caused by any voluntary Collateral Disposition, such default violation shall not constitute a Default or an Event of Default so long as within 45 60 days of the occurrence of such defaultviolation, the Parent Borrower shall either (i) post additional collateral (at the expense of the Borrower) satisfactory to the Required Lenders, pursuant to security documentation reasonably the Collateral and Guaranty Requirements and otherwise satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the total commitment under the 2011 Credit Agreement repay outstanding Loans in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement violation (it being understood that any action taken in respect of this proviso shall only be effective to cure such default violation pursuant to this Section 9.09 10.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto)) and (z) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the Collateral and Guaranty Requirements have been fully satisfied with respect thereto.

Collateral Maintenance. Neither the Parent nor The Borrower will not permit the aggregate fair market value Appraised Value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, at any time of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) (such value, the “Aggregate Mortgaged Vessel Value”), as determined by the most recent appraisal appraisals delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) to equal be (x) prior to January 1, 2011, less than 110% [*] and (y) from and after January 1, 2011, less than [*] of the Aggregate sum of (a) the then outstanding principal amount of Other First Lien Obligations (including the Senior Secured Notes) plus (b) the Total Commitment at such time; provided that, so long as any default non-compliance in respect of this Section 9.09 9.08 is not caused by any voluntary Collateral Disposition, such default non-compliance shall not constitute a Default or an Event of Default so long as within 45 days 10 Business Days of the occurrence of such default, the Parent Borrower shall either (i) post additional collateral reasonably satisfactory to the Required LendersLenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par), pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured therebyAgent, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents), an aggregate amount sufficient to cure such default non-compliance (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the total commitment under the 2011 Credit Agreement Total Commitment in an amount sufficient to cure such default non-compliance and repay the loans under Loans and/or cash collateralize the 2011 Letters of Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect theretorequired by Section 4.02(a).

Collateral Maintenance. Neither the The Parent nor Borrower will not permit the aggregate sum of the fair market value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Collateral Rigs which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Collateral Rig Value”), as determined by calculating the appraised value set forth in the most recent appraisal report related to each respective Collateral Rig and delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) ), to equal less than 110150% of the Aggregate sum of the aggregate principal amount of the Total Commitment at such time; provided that, (x) so long as any default in respect violation of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default violation shall not constitute a Default or an Event of Default so long as within 45 60 days of the occurrence of such defaultviolation, the Parent Borrower shall either (i) post additional collateral (at the expense of the Borrower) satisfactory to the Required Lenders, pursuant to security documentation reasonably referred to in Section 8.11 and otherwise satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions to the Total Commitment (and any required repayments of the total commitment under the 2011 Credit Agreement outstanding Loans resulting therefrom) in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement violation (it being understood that any action taken in respect of this proviso shall only be effective to cure such default violation pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto)) and (y) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the provisions of Section 8.11 have been fully complied with.

Collateral Maintenance. Neither the (a) The Parent nor Borrower will not permit the aggregate fair market value Fair Market Value of all Mortgaged Primary Collateral Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, of at any time (such value, the “Aggregate Mortgaged Primary Collateral Vessel Value”), as determined by the most recent appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c8.01(d) at any time to equal less than (I) from the Restatement Effective Date to and including December 31, 2012, 110% of the Aggregate Commitment aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time, (II) from January 1, 2013 to and including December 31, 2013, 115% of the amount equal to the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time minus the Blocked Amount, if any, (III) from January 1, 2014 to and including September 30, 2014, 120% of the amount equal to the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time minus the Blocked Amount, if any, and (IV) thereafter, 120% of the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time; provided that, so long as any default in respect of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Parent Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions repayment of the total commitment under the 2011 Credit Agreement Loans in an amount sufficient to cure such default and repay and/or cash collateralize the loans under the 2011 Existing Letters of Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. Neither the Parent nor Borrower will permit the aggregate fair market value Fair Market Value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Value”), as determined by the most recent appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) to equal less than 110% of the Aggregate Commitment at such time; provided that, so long as any default in respect of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Parent shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent and the Required Lenders (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents), sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the total commitment under the 2011 2008 Credit Agreement in an amount sufficient to cure such default and repay the loans under the 2011 2008 Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. Neither the (a) The Parent nor Borrower will not permit the aggregate fair market value Fair Market Value of all Mortgaged Primary Collateral Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, of at any time (such value, the “Aggregate Mortgaged Primary Collateral Vessel Value”), as determined by the most recent appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c8.01(d) at any time to equal less than (I) from the Restatement Effective Date to and including December 31, 2012, 110% of the Aggregate Commitment aggregate principal amount of outstanding Loans at such time, (II) from January 1, 2013 to and including December 31, 2013, 115% of the amount equal to the aggregate principal amount of outstanding Loans at such time minus the Blocked Amount, if any, (III) from January 1, 2014 to and including September 30, 2014, 120% of the amount equal to the aggregate principal amount of outstanding Loans at such time minus the Blocked Amount, if any, and (IV) thereafter, 120% of the aggregate principal amount of outstanding Loans at such time; provided that, so long as any default in respect of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Parent Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions repayment of the total commitment under the 2011 Credit Agreement Loans in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. Neither the Parent nor The Borrower will not permit the aggregate fair market value sum of all Mortgaged (i) the Aggregate Appraised Value of the Collateral Vessels owned by the Parent, Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed ofof (it being understood that permitted chartering arrangements do not constitute disposals for this purpose) and (ii) any Additional Collateral (subparagraphs (i) and (ii) hereof, on an individual charter-free basis, at any time (such valuehereinafter referred to as, the “Aggregate Mortgaged Vessel ValueCollateral Maintenance Ratio”)) (A) for the period, as determined by through and including the most recent appraisal delivered by either of the Parent or Borrower period ending December 31, 2015, to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) fall below an amount that is equal to equal less than 110130% of the Aggregate Commitment at such timeaggregate outstanding principal amount of the Loans (provided that upon the making of any advance under a Term Loan, the Collateral Maintenance Ratio shall not be permitted to fall below an amount that is equal to 140% of the aggregate outstanding principal amount of the Loans); provided thatand (B) thereafter to fall below an amount that is equal to 140% of the aggregate outstanding principal amount of the Loans; provided, so long as further, that any default in respect of non-compliance with this Section 9.09 is not caused by any voluntary Collateral Disposition, such default 8.07(d) shall not constitute an Event of Default Default, so long as within 45 60 days of the occurrence of such defaultnon-compliance, the Parent Borrower shall either (ix) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Additional Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents), sufficient to cure such default (and shall at all times during such period period, and prior to satisfactory completion thereof, be diligently carrying out such actions) or (it being agreed that (A) the “GENCO PIONEER” and the “GENCO PROGRESS” are hereby deemed satisfactory to the Required Lenders) and (B) in respect of any Fleet Vessel owned by Genco as of the Amendment No.1 Effective Date, if such Fleet Vessel is, at the time of its posting as Additional Collateral, (i) younger than 16 years in age, it shall be deemed satisfactory to the Required Lenders and (ii) make such reductions 16 years or older in age, it shall be Additional Collateral only with the consent of the total commitment under Administrative Agent acting at the 2011 Credit Agreement instruction of the Required Lenders, such consent and instruction not to be unreasonably withheld), (y) prepay Loans in an amount sufficient to cure such default and repay non-compliance or (z) permanently reduce the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto).Total Commitment;

Collateral Maintenance. Neither the The Parent nor Borrower will not permit the aggregate sum of the fair market value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors Collateral Rigs which have not been sold, transferred, lost or otherwise disposed of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Collateral Rig Value”), as determined by calculating the appraised value set forth in the most recent appraisal report related to each respective Collateral Rig and delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(c) 9.01(c), to equal less than 110150% of the Aggregate Commitment aggregate outstanding principal amount of the Loans at such time; provided that, (x) for the avoidance of doubt, it is understood and agreed that the appraisal reports delivered on February 25, 2011 from Fearnleys Ltd. and February 22, 2011 from Pareto Offshore AS shall be satisfactory for the purpose of making the calculation in this Section 10.09 from the Initial Borrowing Date until the next required date of delivery of appraisal reports under this Agreement; (y) so long as any default in respect violation of this Section 9.09 10.09 is not caused by any voluntary Collateral Disposition, such default violation shall not constitute a Default or an Event of Default so long as within 45 60 days of the occurrence of such defaultviolation, the Parent Borrower shall either (i) post additional collateral (at the expense of the Borrower) satisfactory to the Required Lenders, pursuant to security documentation reasonably the Collateral and Guaranty Requirements and otherwise satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents)Agent, sufficient to cure such default violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions to the Total Commitment (and any required repayments of the total commitment under the 2011 Credit Agreement outstanding Loans of any relevant Tranche resulting therefrom) in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement violation (it being understood that any action taken in respect of this proviso shall only be effective to cure such default violation pursuant to this Section 9.09 10.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto)) and (z) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the Collateral and Guaranty Requirements have been fully satisfied.