Common use of Coverage Ratio Clause in Contracts

Coverage Ratio. (a) Permit at any time the ratio (the “Total Collateral Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the sum of the aggregate outstanding principal amount of the First Lien Obligations plus the outstanding principal amount of the Second Lien Term Loans (such sum the “Total Obligations”) to be less than 125%, provided, that if, (A) upon (i) delivery of an Appraisal Report or a Field Audit (as applicable) pursuant to Section 5.09 hereof or (2) the establishment of reserves pursuant to clause (B) of the definition of “Appraised Value” contained herein and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that the Borrower shall not be in compliance with this Section 6.06(a), the Borrower shall, within forty-five (45) days of the date of such Appraisal Report, Field Audit or establishment of reserves (as applicable), (I) designate Cure Collateral as additional Eligible Collateral in accordance with clause (d) of the definition of Eligible Collateral in Section 1.01 or (II) prepay the Loans, in each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a). (b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with Section 6.06(a) solely as a result of an Event of Loss (as defined in the Second Lien Aircraft Mortgage) or other Recovery Event, in each case, covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent or First Lien Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to Section 6.06(a) shall deem the Borrower to have received Net Cash Proceeds (and to have taken all steps necessary to designate, and to have designated, such Net Cash Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer and net of any amounts required to be paid out of such proceeds and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of (i) the date any such Net Cash Proceeds are actually received by the Collateral Agent or First Lien Collateral Agent, as applicable, (ii) the date that is 270 days after such Event of Loss or Recovery Event and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (c), the Appraised Value of the Eligible Collateral shall be no less than 100% of the Total Obligations. It is understood and agreed that if the Collateral Agent should receive any Net Cash Proceeds directly from the insurer in respect of an Event of Loss or a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Borrower is in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Guarantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the account of the Borrower or the applicable Guarantor maintained for such purpose with the Administrative Agent that is subject to a Full Control Agreement and such proceeds shall be applied or released from such account in accordance with Section 2.10(a). (c) At the Borrower’s request, (i) the Lien on an operating asset constituting Collateral in connection with any financing permitted pursuant to (x) Section 6.03(l) secured by such operating asset or (y) Section 6.03(y) or (ii) the Lien on an asset constituting Eligible Collateral will be promptly released, provided, in each case, that the following conditions are satisfied or waived: (A) no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing, (B) either (x) after giving effect to such release, the remaining Eligible Collateral shall continue to satisfy this Section 6.06, (y) the Borrower shall prepay the Loans in an amount required to comply with this Section 6.06, or (z) the Borrower shall deliver to the Collateral Agent Cure Collateral in an amount required to comply with this Section 6.06, and (C) the Borrower shall deliver an Officer’s Certificate demonstrating compliance with this Section 6.06 following such release. In connection herewith, the Collateral Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release.

Coverage Ratio. (a) Permit at any time the ratio (the “Total Collateral Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral at any time to (ii) be less than 150% of the sum of the aggregate outstanding principal amount of the First Lien Obligations Loans plus LC Exposure plus the outstanding principal amount Swap Termination Value of the Second Lien Term Loans (such sum the “Total Obligations”all contracts or agreements relating to Indebtedness permitted pursuant to Section 6.03(f) to be less than 125%the extent secured as permitted by Section 6.01(dd), provided, that if, (A) upon (i) delivery of an Appraisal Report or a Field Audit (as applicable) pursuant to Section 5.09 hereof or (2) the establishment of reserves pursuant to clause (B) of the definition of “Appraised Value” contained herein and (B) solely with respect to determining compliance with this Section as a result thereofhereof, it is determined that the Borrower shall not be in compliance with this Section 6.06(a)6.06, the Borrower shall, within forty-five (45) days of the date of such Appraisal Report, Report or Field Audit or establishment of reserves (as applicable), (Ii) designate Cure Collateral as additional Eligible Collateral in accordance with clause (db) of the definition of Eligible Collateral in Section 1.01 or (IIii) prepay the Loans, in each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a)6.06. (b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with Section 6.06(a) solely as a result of an Event of Loss (as defined in the Second Lien Aircraft Mortgage) or other Recovery Event, in each case, covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent or First Lien Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to Section 6.06(a) shall deem the Borrower to have received Net Cash Proceeds (and to have taken all steps necessary to designate, and to have designated, such Net Cash Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer and net of any amounts required to be paid out of such proceeds and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of (i) the date any such Net Cash Proceeds are actually received by the Collateral Agent or First Lien Collateral Agent, as applicable, (ii) the date that is 270 days after such Event of Loss or Recovery Event and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (c), the Appraised Value of the Eligible Collateral shall be no less than 100% of the Total Obligations. It is understood and agreed that if the Collateral Agent should receive any Net Cash Proceeds directly from the insurer in respect of an Event of Loss or a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Borrower is in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Guarantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the account of the Borrower or the applicable Guarantor maintained for such purpose with the Administrative Agent that is subject to a Full Control Agreement and such proceeds shall be applied or released from such account in accordance with Section 2.10(a). (c) At the Borrower’s request, (i) the Lien on an operating asset constituting Collateral in connection with any financing permitted pursuant to (x) Section 6.03(l) secured by such operating asset or (y) Section 6.03(y) or (ii) the Lien on an asset constituting Eligible Collateral (other than the Primary Routes), will be promptly released, released provided, in each case, that the following conditions are satisfied or waived: (Ai) no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing, (Bii) either (xA) after giving effect to such release, the remaining Eligible Collateral shall continue to satisfy this Section 6.06, (yB) the Borrower shall prepay the Loans in an amount required to comply with this Section 6.06, or (zC) the Borrower shall deliver to the Collateral Agent Agents Cure Collateral in an amount required to comply with this Section 6.06, and (Ciii) the Borrower shall deliver an Officer’s Certificate demonstrating compliance with this Section 6.06 following such release6.06. In connection herewith, the Collateral Agent agrees Agents agree to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release.

Coverage Ratio. calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available would be at least 2.00 to 1.00 (athe “Fixed Charge Coverage Incurrence Ratio”) Permit at any time or (y) the ratio Net Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available does not exceed 3.00:1.00 (the “Total Collateral Coverage Leverage Incurrence Ratio”) or (B) in the case of any Incremental Facility or Incremental Equivalent Debt that is Acquisition Debt, either (x) the Net Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available either (I) does not exceed the Total Leverage Incurrence Ratio or (II) is not greater than the Net Total Leverage Ratio immediately prior to such incurrence of Indebtedness and Permitted Acquisition, other Investment or New Project or (y) the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available would either (I) be not greater than the Fixed Charge Coverage Incurrence Ratio or (II) be at least equal to the Fixed Charge Coverage Ratio immediately prior to such incurrence of Indebtedness and Permitted Acquisition, other Investment or New Project (this clause (iii), the “Unsecured Leverage Test”), plus (c) an amount equal to the excess of (i) the Appraised Value aggregate amount of any voluntary prepayments or repurchases of the Eligible Collateral to (ii) the sum of the aggregate outstanding principal amount of the First Lien Obligations plus the outstanding principal amount of the Second Lien Initial Term B-1 Loans, or Term Loans (such sum the “Total Obligations”) to be less than 125%, provided, that if, (A) upon (i) delivery of an Appraisal Report or a Field Audit (as applicable) pursuant to Section 5.09 hereof or (2) the establishment of reserves pursuant to clause (B) of the definition of “Appraised Value” contained herein and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that the Borrower shall not be in compliance with this Section 6.06(a), the Borrower shall, within forty-five (45) days of the date of such Appraisal Report, Field Audit or establishment of reserves (as applicable), (I) designate Cure Collateral as additional Eligible Collateral in accordance with clause (d) of the definition of Eligible Collateral in Section 1.01 or (II) prepay the Loans, in each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a). (b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with Section 6.06(a) solely as a result of an Event of Loss (as defined Incremental Equivalent Debt in the Second Lien Aircraft Mortgage) or other Recovery Eventform of term Indebtedness, in each case, covered by insurance (that were incurred pursuant to which clause (a) or (c) of this definition prior to such time and permanent reductions in the Collateral Agent is named as loss payee and Revolving Commitment, or Incremental Revolving Commitment or Incremental Equivalent Debt in the form of revolving Indebtedness, in each case, that were incurred pursuant to clause (a) or (c) of this definition prior to such time (in each case, with respect to which payments are to be delivered directly credit given to the Collateral Agent or First Lien Collateral Agent) for which the insurer thereof has been notified principal amount of the relevant claim and has not challenged such coveragedebt prepaid or repurchased or commitments permanently reduced), any calculation made pursuant to Section 6.06(a) shall deem the Borrower to have received Net Cash Proceeds (and to have taken all steps necessary to designate, and to have designated, such Net Cash Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer and net of any amounts required to be paid out of such proceeds and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of (i) the date any such Net Cash Proceeds are actually received by the Collateral Agent or First Lien Collateral Agent, as applicable, over (ii) the date that is 270 days aggregate amount of Incremental Facilities established and Incremental Equivalent Debt incurred, in each case, after such Event of Loss or Recovery Event the ClosingFirst Amendment Effective Date and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to such time utilizing this clause (c), in each case assuming, in the Appraised Value case of the Eligible Collateral shall be no less establishment of any Incremental Facilities constituting increases to the Revolving Facility or additional revolving credit facilities or other undrawn commitments, that such facilities were fully drawn on the date of effectiveness thereof, so long as, in the case of any such optional prepayment, such prepayment was not funded with the proceeds of any long-term Indebtedness (other than 100% of the Total Obligations. It is understood and agreed revolving indebtedness); provided that if the Collateral Agent should receive any Net Cash Proceeds directly from the insurer such amount incurred under this clause (c) (other than any such amount in respect of an Event prepayments or repurchases of Loss (x) Indebtedness that was previously incurred under clause (a) above or (y) Indebtedness incurred under this clause (c) in respect of prepayments or repurchases of Indebtedness that was previously incurred under clause (a)) may only be utilized to incur indebtedness that is secured by a Recovery Event and at Lien ranking pari passu with or junior to the time indebtedness being prepaid or repurchased; provided, further, that, for the avoidance of such receiptdoubt, (A) no Event unless the Borrower elects otherwise, amounts may be established or incurred utilizing clause (b) above prior to utilizing clause (a) or (c) above, (B) any calculation of Default shall have occurred and be continuing the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio, the Net Total Leverage Ratio and the Borrower is in compliance with Section 6.06(aFixed Charge Coverage Ratio on a Pro Forma Basis pursuant to clause (b) (above may be determined, at the option of the Borrower, without giving effect to the receipt (x) any simultaneous establishment or incurrence of any amounts utilizing clause (a) or (c) above and/or (y) if such Net Cash Proceeds)Indebtedness is Acquisition Debt, the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Guarantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.06(a) (without giving effect to any simultaneous establishment or incurrence of Indebtedness incurred under any basket or exception to Section 6.01 of this Agreement that is not subject to compliance with a financial ratio (but giving full pro forma effect to the receipt use of such Net Cash Proceedsproceeds of the entire amount of the Incremental Facility that will be incurred in reliance on any of clauses (a), the Collateral Agent shall promptly cause such proceeds to be deposited into the account of the Borrower or the applicable Guarantor maintained for such purpose with the Administrative Agent that is subject to a Full Control Agreement (b) and such proceeds shall be applied or released from such account in accordance with Section 2.10(a). (c) At above and the Borrower’s request, related transactions) and (iC) the Lien any Incremental Facility that was previously incurred in reliance on an operating asset constituting Collateral in connection with any financing permitted pursuant to clause (x) Section 6.03(l) secured by such operating asset or (y) Section 6.03(ya) or (iic) above will, unless the Lien on an asset constituting Eligible Collateral will Borrower elects otherwise, automatically be promptly released, provided, reclassified as having been incurred under the applicable sub-clause in each case, that clause (b) above so long as the following conditions requirements of such applicable sub-clause in clause (b) above are satisfied on a Pro Forma Basis at such time (and the available amount under the applicable clause (a) or waived: (Ac) no Event above shall be increased by the amount so reclassified). When calculating any ratio for purposes of Default determining the “Incremental Cap” or event which upon notice the ability to incur any Indebtedness under Section 2.18, Section 6.01(a)(viii), Section 6.01(a)(ix) or lapse of time or both would constitute an Event of Default Section 6.01(a)(xxii), Pro Forma Basis shall have occurred and mean that such calculation shall be continuing, (B) either (x) made after giving effect to such release, the remaining Eligible Collateral shall continue to satisfy this Section 6.06, (y) the Borrower shall prepay the Loans in an amount required to comply with this Section 6.06, or (z) the Borrower shall deliver to the Collateral Agent Cure Collateral in an amount required to comply with this Section 6.06, and (C) the Borrower shall deliver an Officer’s Certificate demonstrating compliance with this Section 6.06 following such release. In connection herewith, the Collateral Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release.the

Coverage Ratio. (a) Permit at any time the ratio (the “Total Collateral Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the sum of (a) the Total Revolving Extensions of Credit then outstanding, plus (b) the aggregate principal amount of all Term Loans outstanding, plus (c) the aggregate outstanding principal amount of the First Pari Passu Senior Secured Debt and all other Priority Lien Obligations Debt (other than Obligations), plus (d) the outstanding principal aggregate amount of the Second Lien Term Loans (such sum the all Designated Hedging Obligations that constitute “Total Obligations”) ” then outstanding to be less than 125%, provided, 1.60 to 1.00; provided that if, (A) upon (i) delivery of an Appraisal Report or a Field Audit (as applicable) pursuant to Section 5.09 hereof or (2) the establishment of reserves otherwise pursuant to clause (B) of the definition of “Appraised Value” contained herein and (B) solely with respect to determining compliance with this Section as a result thereofAgreement, it is determined that the Borrower shall not be in compliance with this Section 6.06(a)6.06, the Borrower shall, within forty-five (45) days of the date of such Appraisal Report, Field Audit or establishment of reserves (as applicable), (I) designate Cure Additional Collateral as additional Eligible Collateral and comply with Sections 5.14(b) and 5.16(a) in accordance with clause (d) of the definition of Eligible Collateral in Section 1.01 therewith, or (II) prepay the LoansLoans in accordance with Section 2.12(a), in each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a6.06; provided further that the preceding proviso shall be disregarded for purposes of Section 4.02(c). (b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with Section 6.06(a) solely as a result of an Event of Loss (as defined in the Second Lien Aircraft Mortgage) or other Recovery Event, in each case, covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent or First Lien Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to Section 6.06(a) shall deem the Borrower to have received Net Cash Proceeds (and to have taken all steps necessary to designate, and to have designated, such Net Cash Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer and net of any amounts required to be paid out of such proceeds and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of (i) the date any such Net Cash Proceeds are actually received by the Collateral Agent or First Lien Collateral Agent, as applicable, (ii) the date that is 270 days after such Event of Loss or Recovery Event and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (c), the Appraised Value of the Eligible Collateral shall be no less than 100% of the Total Obligations. It is understood and agreed that if the Collateral Agent should receive any Net Cash Proceeds directly from the insurer in respect of an Event of Loss or a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Borrower is in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Guarantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the account of the Borrower or the applicable Guarantor maintained for such purpose with the Administrative Agent that is subject to a Full Control Agreement and such proceeds shall be applied or released from such account in accordance with Section 2.10(a). (c) At the Borrower’s 's request, (i) the Lien on an operating any asset constituting Collateral in connection with any financing permitted pursuant to (x) Section 6.03(l) secured by such operating asset or (y) Section 6.03(y) or (ii) securing the Lien on an asset constituting Eligible Collateral Obligations will be promptly released, provided, in each case, that the following conditions are satisfied or waived: (A) no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing, (B) either (x) after giving effect to such release, the remaining Eligible Collateral shall continue to satisfy this Section 6.06, (y) the Borrower shall prepay the Loans in an amount required to comply with this Section 6.06, or (z) the Borrower shall deliver pledge to the Collateral Agent Cure Trustee Additional Collateral in an amount required to comply with this Section 6.06, 6.06 and (C) the Borrower shall deliver to the Administrative Agent and the Collateral Trustee an Officer’s 's Certificate demonstrating compliance with this Section 6.06 following such release. In connection herewith, The Administrative Agent and the Collateral Agent agrees Trustee agree to promptly provide any documents documents, releases and/or or releases instructions reasonably requested by the Borrower to evidence or effectuate such release.

Coverage Ratio. (a) Permit at any time the ratio (the “Total Collateral Coverage Ratio”) of Ratio (i) the Appraised Value of the Eligible Collateral to (ii) the sum of the aggregate outstanding principal amount of the First Lien Obligations plus the outstanding principal amount of the Second Lien Term Loans (such sum the “Total Obligations”) to be less than 125%, provided, that if, 150% at any time and (Aii) to be less than 200% at any time following the release of Primary Routes valued (in each case based upon (i) delivery of an Appraisal Report or conducted substantially contemporaneously with the release thereof; a Field Audit substantially contemporaneous appraisal shall not be required if the Agents, in consultation with the Appraiser, conclude in their reasonable discretion that a material change from the most recent appraisal of Primary Routes theretofor furnished is not likely) in excess of $1.0 billion in the aggregate (as applicable) pursuant such occurrence, a “Collateral Step-Up Event”). Notwithstanding anything to Section 5.09 hereof or (2) the establishment of reserves pursuant to contrary contained in clause (Bii) above, at all such times (if any) during which the Collateral consists solely of Primary Routes, the definition Borrower and the Guarantors shall only be required to maintain a Collateral Coverage Ratio of “Appraised Value” contained herein and 150%. (Bb) solely with respect to determining compliance with this Section as a result thereof, If it is determined at any time, that the Borrower shall not be in compliance with this Section 6.06(a)6.06, the Borrower shall, within forty-five (45) days of the date of such an Appraisal Report, Report or Field Audit or establishment of reserves (as applicable)) pursuant to Section 5.09, (Ii) unless a Collateral Step-Up Event has occurred, (A) designate Cure Replacement Collateral as additional Eligible Collateral (subject to the 90-day limitation contained in accordance with clause (d) of the definition of Eligible Collateral in Section 1.01 thereof) or (IIB) prepay the Loans, in each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a). (b6.06(a)(i) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with Section 6.06(a) solely as a result of an Event of Loss (as defined in the Second Lien Aircraft Mortgage) or other Recovery Event, in each case, covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent or First Lien Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to Section 6.06(a) shall deem the Borrower to have received Net Cash Proceeds (and to have taken all steps necessary to designate, and to have designated, such Net Cash Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer and net of any amounts required to be paid out of such proceeds and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of (i) the date any such Net Cash Proceeds are actually received by the Collateral Agent or First Lien Collateral Agent, as applicable, (ii) if a Collateral Step-Up Event has occurred, either prepay the date that is 270 days after such Event of Loss or Recovery Event and (iii) the date on which any such insurer denies such claim; provided that, prior Tranche B Loans and/or provide Replacement Collateral sufficient to giving effect enable to this clause (ccomply with Section 6.06(a)(ii), with the further requirement that Type A Collateral must comprise at least 85% of the Appraised Value of the all Eligible Collateral shall be no less than 100% of the Total Obligations. It is understood and agreed that if the Collateral Agent should receive any Net Cash Proceeds directly from the insurer in respect of an Event of Loss or a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Borrower is in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Guarantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the account of the Borrower or the applicable Guarantor maintained for such purpose with the Administrative Agent that is subject to a Full Control Agreement and such proceeds shall be applied or released from such account in accordance with Section 2.10(a)Collateral. (c) At the Borrower’s request, (i) the Lien on an operating asset constituting Collateral in connection with any financing permitted pursuant to (x) Section 6.03(l) secured by such operating asset or (y) Section 6.03(y) or (ii) the Lien on an asset constituting Eligible Collateral will be promptly released, released provided, in each case, that the following conditions are satisfied or waived: (Ai) no Specified Event of Default or event which upon notice or lapse of time or both would constitute an Specified Event of Default shall have occurred and be continuing, (Bii) either (xin each case, taking into consideration the additional requirements contained in Sections 6.06(a)(ii) and 6.06(b)(ii) following a Collateral Step-Up Event): (A) after giving effect to such release, the remaining Collateral constituting Eligible Collateral shall continue to satisfy this Section 6.06, (yB) the Borrower shall prepay the Loans in an amount required to comply with this Section 6.06, or (zC) the Borrower shall deliver to the Collateral Agent Cure Agents Replacement Collateral (subject to the 90 day limitation contained in the definition of Eligible Collateral) in an amount required to comply with this Section 6.06, and (Ciii) the Borrower shall deliver an Officer’s Certificate demonstrating compliance with this Section 6.06 following such release6.06. In connection herewith, the Collateral Agent agrees Agents agree to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release.