Common use of Collateral Coverage Ratio Clause in Contracts

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Additional Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020Appraisal of Collateral hereunder pursuant to Sections 5.06(1) or (y2) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate (i) calculating the Collateral Coverage Ratio with respect to such Reference Date and (a “CCR Certificate”)ii) for each Certificate Delivery Date, no Core Collateral Failure has occurred and is continuing. (iib) If (x) the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (xA) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (B) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (A) and/or (B) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid portion Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the Loansdefinition of Collateral Coverage Ratio, shall be no less than 1.60 1.6 to 1.00 and/or 1.0 or (y) designate at any Reference Date, it is determined that a Core Collateral Failure has occurred, the Borrower shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause another Grantor to grant) a security interest in Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designationgrant, the Collateral Coverage Ratio shall include Core Collateral or (B) prepay the Loans in full in accordance with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00Section 2.12(h). (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; provided, in each case, that the following conditions are satisfied or waived: : (a1) no Event of Default shall have occurred and be continuing, ; (b2) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌either:

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 ‎5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 ‎5.13 and 5.15‎5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day delivery of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.06(1) (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate (i) calculating the Collateral Coverage Ratio with respect to such Reference Date and (a “CCR Certificate”)ii) for each Certificate Delivery Date, no Core Collateral Failure has occurred. (iib) (x) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (xA) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (B) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (A) and/or (B) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0 or (y) if at any time, it is determined that a Core Collateral Failure has occurred, the Borrower shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause another Grantor to grant) a security interest in Additional Collateral such that following such grant, the Collateral shall include Core Collateral or (B) prepay the Loans in full in accordance with Section 2.12(h). (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15(2) above, collectively, in an amount necessary to cause the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio to not and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 2.00 1.6 to 1.00 1.0, (C) no Core Collateral Failure shall have occurred as a result of such Borrower Release and (D) the Borrower shall deliver an Officer’s Certificate and a Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Agent agrees to promptly provide any documents or in releases reasonably requested by the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌Borrower to evidence such release.

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December May 31 of each year (year, beginning with December 2020) or May 31, 2016 (y) any date on which the delivery of an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.06(1) (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate (i) calculating the Collateral Coverage Ratio with respect to such Reference Date and (ii) for each Certificate Delivery Date in respect of a “CCR Certificate”)Reference Date that occurs on or after the Initial Collateral Release Date, certifying that the Collateral includes at least one category of, no Core Collateral Failure has occurred. (iib) (x) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (xA) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (B) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (A) and/or (B) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0 or (y) if at any time, on and after the Initial Collateral Release Date, it is determined that a Core Collateral Failure has occurred, the Borrower shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause another Grantor to grant) a security interest in Additional Collateral such that following such grant, the Collateral shall include at least one category of Core Collateral or (B) prepay the Loans in full in accordance with Section 2.12(h). (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall designate Eligible be no less than 1.6 to 1.0, (C) either (x) no Core Collateral Failure shall have occurred as a result of such Borrower Release or (y) the Borrower shall grant (or cause another Grantor to grant) a security interest in additional assets pledged as Additional Collateral such that the Collateral would include at least one category of Core Collateral and comply with Sections 5.13 (D) the Borrower shall deliver an Officer’s Certificate and 5.15, collectively, in an amount necessary to cause the a Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Agent agrees to not be less than 2.00 promptly provide any documents or releases reasonably requested by the Borrower to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌evidence such release.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 ‎5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 ‎5.13 and 5.15‎5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Additional Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020) or (y) any date on which an Appraisal that is required to be delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.07(1) (each such date in clauses (x) and (y)of delivery, a “CCR Reference Date,” and the tenth (10th) Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) with respect to such Reference Date. If the Collateral Coverage Ratio with respect to any CCR the applicable Reference Date is less than 1.60 1.6 to 1.001.0 (the “Collateral Coverage Test”), the Borrower Parent shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Cure Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Borrower in its sole discretion), collectivelysuch that, in an amount such that following such designationactions, the Collateral Coverage Ratio Test shall be satisfied. (b) Notwithstanding anything to the contrary contained herein, if the Collateral Coverage Test shall not be satisfied solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Trustee is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Trustee or the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such CCR Reference Datecoverage, recalculated any calculation of the Collateral Coverage Ratio (and Total Debt Coverage Ratio) made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by adding Parent 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 Additional Collateralproceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually first received by the Collateral Trustee or the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided further that, prior to giving effect to this clause (b), the Appraised Value of the Collateral shall be no less than 1.60 150% of the Total Priority Lien Principal Amount at such time. It is understood and agreed that if the Administrative Agent or the Collateral Trustee should receive any Net Proceeds directly from the insurer in respect of a Recovery Event, the Administrative Agent or the Collateral Trustee, as applicable, shall promptly cause such proceeds to 1.00be paid to the Parent or the applicable Grantor, or to be applied, as applicable, in accordance with Section 2.12(a). (iiic) At the Parent’s request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) that (i) has been Disposed in accordance with this Agreement to a Person other than the Borrower or a Subsidiary of the Borrower who has pledged such asset as Collateral, (ii) is or has become Excluded Property (as defined in any Collateral will Document) or (iii) constitutes Cure Collateral (other than United SRG), will, in each case, be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Appraised Value of the Collateral shall satisfy the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of Test on a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) pro forma basis or (y) the Parent Borrower shall designate Cure Collateral as additional Eligible Collateral and comply with Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Loans and/or shall designate Eligible Collateral as Additional Collateral Borrower in its sole discretion), such that, following such actions and comply with Sections 5.13 and 5.15such release, collectively, in an amount necessary to cause the Collateral Coverage Test shall be satisfied on a pro forma basis, and (C) the Borrower shall deliver to the Administrative Agent a Collateral Coverage Ratio Certificate demonstrating pro forma compliance with the Collateral Coverage Test after giving effect to such release (including after giving effect to any action taken pursuant to the foregoing clause (B)(y)). Each of the Administrative Agent and the Collateral Trustee agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence any such release. For the avoidance of doubt, (aa) nothing contained in the foregoing shall prohibit any substitution of any item of Cure Collateral (other than Routes, Slots or Gate Leaseholds, but such as engines or other parts on an aircraft) if such substitution and related release of the Cure Collateral being replaced are permitted or required under the applicable Collateral Document, and such permitted or required release of such replaced Cure Collateral pursuant to such Collateral Document shall not be less than 2.00 subject to 1.00 (and shall be deemed to satisfy) the release conditions in the first sentence of this Section 6.09(c) and (bb) if a Grantor releases (in accordance with this Section 6.09(c)) any Cure Collateral that has suffered (or corresponding to an asset that suffered) a Recovery Event, the applicable Grantor shall be deemed to have complied with any provisions in the case corresponding Collateral Documents requiring that such Grantor take specific actions in respect of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌such Recovery Event.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day delivery of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.06(1) (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio (a “CCR Certificate”)and certifying that the Collateral includes at least one category of Core Collateral with respect to such Reference Date. (iib) (x) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (xA) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (B) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (A) and/or (B) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0 or (y) if at any time, it is determined that a Core Collateral Failure has occurred, the Borrower shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause another grantor to grant) a security interest in Additional Collateral such that following such grant the Collateral shall include at least one category of Core Collateral or (B) prepay the Loans in full in accordance with Section 2.12(h). (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall designate Eligible be no less than 1.6 to 1.0, (C) either (x) no Core Collateral Failure shall have occurred as a result of such Borrower Release or (y) the Borrower shall grant (or cause another Grantor to grant) a security interest in additional assets pledged as Additional Collateral that constitute at least one category of Core Collateral and comply with Sections 5.13 (D) the Borrower shall deliver an Officer’s Certificate and 5.15, collectively, in an amount necessary to cause the a Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Agent agrees to not be less than 2.00 promptly provide any documents or releases reasonably requested by the Borrower to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌evidence such release.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00); provided that this clause (b) shall not be a condition to the release of any Specified SGR Assets if such SGR Assets are pledged to secure the Specified Facility substantially concurrently with such release and (c) the Parent shall deliver a certificate to the Appropriate Party executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten five (105) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020) or (y) any date on which an Appraisal that is required to be delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.07(1) or 5.07(4) in any applicable calendar year (each such date in clauses (x) and (y)of delivery, a “CCR Reference Date,” and the tenth fifth (5th) Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) with respect to such Reference Date. If the Collateral Coverage Ratio with respect to any CCR the applicable Reference Date is less than 1.60 to 1.00the Specified Collateral Coverage Ratio, the Borrower Parent shall, no later than ten twenty (1020) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15Section 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectivelysuch that, in an amount such that following such designationactions, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00the Specified Collateral Coverage Ratio. (b) Notwithstanding anything to the contrary contained herein, if the Collateral Coverage Ratio shall be less than the Specified Collateral Coverage Ratio solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation of the Collateral Coverage Ratio made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Additional Collateral) in an amount equal to the expected coverage amount (as determined by Parent 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 until the earliest of (i) the date any such Net Proceeds are actually received by the Administrative Agent, (ii) the Table of Contents date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided further that, prior to giving effect to this clause (b), the Appraised Value of the Collateral shall be no less than 150% of the aggregate principal amount of all Term Loans then outstanding. It is understood and agreed that if the Administrative Agent should receive any Net Proceeds directly from the insurer in respect of a Recovery Event, such proceeds shall be applied, deposited or released, as applicable, in accordance with Section 2.12(a). (c) At the Parent’s 's request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral (other than any Pledged Spare Parts) will be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Specified Collateral with new Additional Collateral, less than 1.60 to 1.00) Coverage Ratio or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15Section 5.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 the Specified Collateral Coverage Ratio, and (C) Parent shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Administrative Agent agrees to 1.00 (promptly provide any documents or releases reasonably requested by Parent to evidence such release. For the avoidance of doubt, nothing contained in the case foregoing shall prohibit (i) any substitution of a swap engines or exchange other parts on an aircraft if such substitution is permitted or required under the applicable Collateral Document or (ii) any release or substitution of existing Additional Collateral with new Additional Collateral, less than‌Spare Parts permitted under the Spare Parts Mortgage.

Collateral Coverage Ratio. ‌ (ia) Within ten five (105) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020) or (y) any date on which an Appraisal that is required to be delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.07(1) in any applicable calendar year (each such date in clauses (x) and (y)of delivery, a “CCR Reference Date,” and the tenth fifth (5th) Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) with respect to such Reference Date. If the Collateral Coverage Ratio with respect to any CCR the applicable Reference Date is less than 1.60 1.4 to 1.001.0, the Borrower Parent shall, no later than ten twenty (1020) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15Section 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectivelysuch that, in an amount such that following such designationactions, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 1.4 to 1.001.0. (b) Notwithstanding anything to the contrary contained herein, if the Collateral Coverage Ratio shall be less than 1.4 to 1.0 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation of the Collateral Coverage Ratio made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Additional Collateral) in an amount equal to the expected coverage amount (as determined by Parent 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 until the earliest of (i) the date any such Net Proceeds are actually received by the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided UAL Term Loan Credit Agreement 2020 further that, prior to giving effect to this clause (b), the Appraised Value of the Collateral shall be no less than 130% of the aggregate principal amount of all Term Loans then outstanding. It is understood and agreed that if the Administrative Agent should receive any Net Proceeds directly from the insurer in respect of a Recovery Event, such proceeds shall be applied, deposited or released, as applicable, in accordance with Section 2.12(a). (c) At the Parent’s 's request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (ai) no Event of Default shall have occurred and be continuing, (bii) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.4 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral consisting of engines and comply with Sections 5.13 and 5.15Section 5.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 1.4 to 1.00 1.0, (iii) the Appraised Value of all Collateral released pursuant to this Section 6.09(c) does not exceed the Release Threshold then in effect, and (iv) Parent shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Administrative Agent agrees to promptly provide any documents or releases reasonably requested by Parent to evidence such release. For the avoidance of doubt, nothing contained in the case foregoing shall prohibit (and the Release Threshold shall not be reduced by) any substitution of a swap engines or exchange of existing Additional Collateral with new Additional Collateral, less than‌other parts on an aircraft if such substitution is permitted or required under the Aircraft and Spare Engine Mortgage.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2)‎ of Section 5.16 ‎5.16 (each such date in clauses (x) and ‎and (y)y)‎, a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (iii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 ‎5.13 and 5.15‎5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iiiii) At the Parent’s request, the Lien on any Additional Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii). (iii) If the Tranche B Commitments are terminated in full prior to the funding of any Tranche B Loans, at Parent’s request, the Lien on the Loyalty Program Assets under the Security Documents will be released, provided, in each case, that the following conditions are satisfied or waived; (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release and to any Commitment reductions pursuant to Section 2.07, the Collateral Coverage Ratio is not less than 2.00 to 1.00 or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00, (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iv) and (d) the Administrative Agent (acting at the direction of the Required Lenders) has given notice to the Parent of such release in accordance with this Section 6.17(b)(iv). Upon any release in accordance with the terms of this Section 6.17(b)(iv), the IP License Agreement, the Trademark Security Agreement, Annex 1 of the Pledge and Security Agreement and each Direct Agreement with a Loyalty Program Participant will terminate automatically, and the Agents (acting at the direction of the Required Lenders) shall take all actions reasonably requested by the Parent to evidence such releases, notify the parties to the Direct Agreements, and file any reasonably required public notices of such releases (and the Lenders shall instruct the Agents accordingly). (A) Upon notice from the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower that all the requirements set forth in Section 6.17(b)(iv) have been complied with and the Liens on all Loyalty Program Assets have been released in accordance therewith, then: (1) the Credit Parties shall not be subject to the provisions of this Agreement set forth under Sections 2.06(b)(iv), 2.06(b)(v), 2.06(b)(vi), 3.08(b), 3.27, 3.28, 5.02(i), 5.19, 5.20 and 6.17(c) and the last sentence of Section 5.15, in each case to the extent such provision relates to the Loyalty Program Assets or any other Loyalty Terms (as defined below); (2) the requirement to deliver a certificate pursuant to Section 5.02(j) with calculations of the Debt Service Coverage Ratio on each DSCR Determination Date shall no longer apply; (3) the requirement to deliver a certificate pursuant to Section 5.02(k) for any period during which no Liens on Loyalty Program Assets were in effect shall no longer apply; (4) the restrictions on Loyalty Revenue Advance Transactions set forth under Section 6.04(b), 6.04(d), 6.04(e), 6.04(f) and 6.04(h) shall no longer apply; (5) the Events of Default set forth under Sections 7.01(p), 7.01(q), 7.01(r) and 7.01(s) shall no longer apply; and (6) the language “

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral the Loyalty Program Assets under the Security Documents will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such releaserelease and to any Commitment reductions pursuant to Section 2.07, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 1.00, (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii) and (d) the Administrative Agent (acting at the direction of the Required Lenders) has given notice to the Parent of such release in accordance with this Section 6.17(b)(iii). Upon any release in accordance with the terms of this Section 6.17(b)(iii), the IP License Agreement, the Trademark Security Agreement, Annex 1 of the Pledge and Security Agreements and each Direct Agreement with a Loyalty Program Participant will terminate automatically, and the agents (acting at the direction of the Required Lenders) shall take all actions reasonably requested by the Parent to evidence such releases, notify the parties to the Direct Agreements, and file any reasonably required public notices of such releases (and the Lenders shall instruct the Agents accordingly). (A) Upon notice from the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower that all the requirements set forth in Section 6.17(b)(iii) have been complied with and the Liens on all Loyalty Program Assets have been released in accordance therewith, then: (1) the Credit Parties shall not be subject to the provisions of this Agreement set forth under Sections 2.06(b)(iv), 2.06(b)(v), 2.06(b)(vi), 3.08, 3.27, 3.28, 5.02(i), 5.19 5.20 and 6.17(c) and the last sentence of Section 5.15, in each case to the extent such provision relates to the Loyalty Program Assets or any other Loyalty Terms (as defined below); (2) the requirement to deliver a certificate pursuant to Section 5.02(j) with calculations of the Debt Service Coverage Ratio on each DSCR Determination Date shall no longer apply; (3) the requirement to deliver a certificate pursuant to Section 5.02(k) for any period during which no Liens on Loyalty Program Assets were in effect shall no longer apply; (4) the case restrictions on Loyalty Revenue Advance Transactions set forth under Sections 6.04(b), 6.04(d), 6.04(e), 6.04(f) and 6.04(h) shall no longer apply; (5) the Events of a swap or exchange of existing Additional Collateral with new Additional CollateralDefault set forth under Sections 7.01(p), less than‌7.01(q), 7.01(r) and 7.01(s) shall no longer apply; and (6) the language “

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred If on any Valuation Day from and be continuing, (b) either (x) after giving effect to such releaseincluding the first Utilisation Date, the Collateral Coverage Ratio is not less equal to or greater than 2.00 0.57:1 (a "Collateral Coverage Breach") as determined by the Lender, the Company shall within five Business Days of the occurrence of such Collateral Coverage Breach provide: (i) Security over additional Shares on substantially similar terms as the Loan Pledged Shares (as determined by the Lender) together with: (A) evidence that the certificates for the additional Shares pledged pursuant to 1.00 (this Clause 19.6(a) for which the Company holds security certificates, together with endorsements to the collateral agent under the Security Agreement or in blank or share transfer powers or other instruments of transfer duly endorsed to the case collateral agent under the Security Agreement or in blank, have been delivered to the Custodian. (B) evidence that the additional Shares pledged pursuant to this Clause 19.6(a) have been credited to or deposited in the securities account of a swap or exchange of existing Additional Collateral with new Additional the Company at the Custodian that is subject to the Loan Pledged Shares Custody Agreement; and/or (ii) Cash Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause so that the Collateral Coverage Ratio immediately after such provision is no greater than 0.4:1. (b) If an Event of Default has occurred and is continuing and/or during a Collateral Coverage Breach, upon exercise by the Warrant Holder of its rights under any Share Warrant Instrument, the Company authorises the Warrant Holder to pay (and shall procure that the Warrant Holder pays) the strike price payable by the Warrant Holder to the Company under that Share Warrant Instrument directly into the Collateral Account. (c) If on any Valuation Day no Default is continuing and the Collateral Coverage Ratio has not be less than 2.00 to 1.00 exceeded 0.25:1: (i) at any time during the preceding 30 consecutive calendar days, the Company may request in writing that the Lender release: (A) any Shares pledged in accordance with Clause 19.6(a) from the Transaction Security; and/or (B) Cash Collateral; or (ii) at any time during the preceding 60 consecutive calendar days, the Company may request in writing that the Lender release: (A) any Shares pledged in accordance with Clause 19.6(a) from the Transaction Security; and/or (B) any Shares pledged on or about the date of this Agreement from the Transaction Security provided that the remaining Loan Pledged Shares constitute at least 25% of the Shares in issuance as at the case date of a swap or exchange of existing Additional Collateral with new Additional release; and/or (C) Cash Collateral, less than‌provided that, in each case, the Collateral Coverage Ratio after such release is no greater than 0.33:1. (d) Upon receipt of such written request, and subject to compliance with Clause 19.6(c), the Lender shall within five Business Days from its receipt of such written request, release such Shares from the Transaction Security so that the Collateral Coverage Ratio after such release is no greater than 0.33:1, provided that such written request: (A) confirms that no Default is continuing; and (B) is accompanied by the necessary release instructions in compliance with the requirements of the Loan Pledged Shares Custody Agreement. (e) The Company shall not sell, transfer or otherwise dispose of, or grant any Security over, any Shares released from Transaction Security pursuant to Clause 19.6(c)(ii)(B) without the Lender's prior written consent. (f) In this Clause 19.6:

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 to 1. 00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 to 1. 00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is | delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Additional Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December May 31 of each year (beginning with December 2020) or May 31, 2016 (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio (a “CCR Certificate”)and certifying that the Collateral includes at least one category of Core Collateral with respect to such Reference Date. (iib) (x) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (xA) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (B) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (A) and/or (B) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0 or (y) if at any time, it is determined that a Core Collateral Failure has occurred, the Borrower shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause another grantor to grant) a security interest in Additional Collateral such that following such grant the Collateral shall include at least one category of Core Collateral or (B) prepay the Loans in full in accordance with Section 2.12(h). (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall designate Eligible be no less than 1.6 to 1.0, (C) either (x) no Core Collateral Failure shall have occurred as a result of such Borrower Release or (y) the Borrower shall grant (or cause another Grantor to grant) a security interest in additional assets pledged as Additional Collateral that constitute at least one category of Core Collateral and comply with Sections 5.13 (D) the Borrower shall deliver an Officer’s Certificate and 5.15, collectively, in an amount necessary to cause the a Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Agent agrees to not be less than 2.00 promptly provide any documents or releases reasonably requested by the Borrower to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌evidence such release.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 to 1. 00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than

Collateral Coverage Ratio. ‌115 (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020) or (y) any date on which an Appraisal that is required to be delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.07(1) (each such date in clauses (x) and (y)of delivery, a “CCR Reference Date,” and the tenth (10th) Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) with respect to such Reference Date. If the Collateral Coverage Ratio with respect to any CCR the applicable Reference Date is less than 1.60 1.6 to 1.001.0 (the “Collateral Coverage Test”), the Borrower Parent shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Cure Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Borrower in its sole discretion), collectivelysuch that, in an amount such that following such designationactions, the Collateral Coverage Ratio Test shall be satisfied. (b) Notwithstanding anything to the contrary contained herein, if the Collateral Coverage Test shall not be satisfied solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Trustee is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Trustee or the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such CCR Reference Datecoverage, recalculated any calculation of the Collateral Coverage Ratio (and Total Collateral Coverage Ratio) made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by adding Parent 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 Additional Collateralproceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually first received by the Collateral Trustee or the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided further that, prior to giving effect to this clause (b), the Appraised Value of the Collateral shall be no less than 1.60 150% of the Total Priority Lien Principal Amount at such time. It is understood and agreed that if the Administrative Agent or the Collateral Trustee should receive any Net Proceeds directly from the insurer in respect of a Recovery Event, the Administrative Agent or the Collateral Trustee, as applicable, shall promptly cause such proceeds to 1.00be paid to the Parent or the applicable Grantor, or to be applied, as applicable, in accordance with Section 2.12(a). (iiic) At the Parent’s request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) that (i) has been Disposed in accordance with this Agreement to a Person other than the Borrower or a Subsidiary of the Borrower who has pledged such asset as Collateral, (ii) is or has become Excluded Property (as defined in any Collateral will Document) or (iii) constitutes Cure Collateral (other than United SRG), will, in each case, be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Appraised Value of the Collateral shall satisfy the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of Test on a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) pro forma basis or (y) the Parent Borrower shall designate Cure Collateral as additional Eligible Collateral and comply with Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Loans and/or shall designate Eligible Collateral as Additional Collateral Borrower in its sole discretion), such that, following such actions and comply with Sections 5.13 and 5.15such release, collectively, in an amount necessary to cause the Collateral Coverage Test shall be satisfied on a pro forma basis, and (C) the Borrower shall deliver to the Administrative Agent a Collateral Coverage Ratio Certificate demonstrating pro forma compliance with the Collateral Coverage Test after giving effect to such release (including after giving effect to any action taken pursuant to the foregoing clause (B)(y)). Each of the Administrative Agent and the Collateral Trustee agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence any such release. For the avoidance of doubt, (aa) nothing contained in the foregoing shall prohibit any substitution of any item of Cure Collateral (other than Routes, Slots or Gate Leaseholds, but such as engines or other parts on an aircraft) if such substitution and related release of the Cure Collateral being replaced are permitted or required under the applicable Collateral Document, and such permitted or required release of such replaced Cure Collateral pursuant to such Collateral Document shall not be less than 2.00 subject to 1.00 (and shall be deemed to satisfy) the release conditions in the first sentence of this Section 6.09(c) and (bb) if a Grantor releases (in accordance with this Section 6.09(c)) any Cure Collateral that has suffered (or corresponding to an asset that suffered) a Recovery Event, the applicable Grantor shall be deemed to have complied with any provisions in the case corresponding Collateral Documents requiring that such Grantor take specific actions in respect of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌such Recovery Event.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral the Loyalty Program Assets under the Security Documents will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such releaserelease and to any Commitment reductions pursuant to Section 2.07, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 1.00, (or c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii) and (d) the Administrative Agent (acting at the direction of the Required Lenders) has given notice to the Parent of such release in accordance with this Section 6.17(b)(iii). Upon any release in accordance with the case terms of this Section 6.17(b)(iii), the IP License Agreement, the Trademark Security Agreement, Annex 1 of the Pledge and Security Agreements and each Direct Agreement with a swap or exchange Loyalty Program Participant will terminate automatically, and the agents (acting at the direction of existing Additional Collateral the Required Lenders) shall take all actions reasonably requested by the Parent to evidence such releases, notify the parties to the Direct Agreements, and file any reasonably required public notices of such releases (and the Lenders shall instruct the Agents accordingly). (A) Upon notice from the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower that all the requirements set forth in Section 6.17(b)(iii) have been complied with new Additional Collateraland the Liens on all Loyalty Program Assets have been released in accordance therewith, less than‌then:

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year month (beginning with December October 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌

Collateral Coverage Ratio. ‌ (ia) Within ten thirty (1030) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020) or (y) any date on which an Appraisal that is required to be delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.07(1) in any applicable calendar year (each such date in clauses (x) and (y)of delivery, a “CCR Reference Date,” and the tenth thirtieth (30th) Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) with respect to such Reference Date. If the Collateral Coverage Ratio with respect to any CCR the applicable Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower Parent shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15Section 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectivelysuch that, in an amount such that following such designationactions, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 1.6 to 1.001.0. (b) Notwithstanding anything to the contrary contained herein, if, at any time, the Collateral Coverage Ratio shall be less than 1.6 to 1.0 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation of the Collateral Coverage Ratio made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Additional Collateral) in an amount equal to the expected coverage amount (as determined by Parent 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 until the earliest of (i) the date any such Net Proceeds are actually received by the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided further that, prior to giving effect to this clause (b), the Appraised Value of the Collateral shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Administrative Agent should receive any Net Proceeds directly from the insurer in respect of a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Collateral Coverage Ratio is no less than 1.6 to 1.0 (without giving effect to the receipt of such Net Proceeds), the Administrative Agent shall promptly cause such proceeds to be paid to the Parent or the applicable Grantor or (B) an Event of Default shall have occurred and be continuing or the Collateral Coverage Ratio is less than 1.6 to 1.0 (without giving effect to the receipt of such Net Proceeds), the Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Administrative Agent that is subject to an Account Control Agreement and such proceeds shall be applied or released from such account in accordance with Section 2.12(a). (c) At the Parent’s 's request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15Section 5.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 1.6 to 1.00 1.0, and (C) Parent shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Administrative Agent agrees to promptly provide any documents or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌releases reasonably requested by Parent to evidence such release.

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days business days after (x) the last day of March, June, September May 31 and December November 30 of each year (beginning with December 2020) or November 30, 2020 (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Company will deliver to the Administrative Agent a Trustee an officer’s certificate of a Responsible Officer of demonstrating, with reasonable detail the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date and certifying that, the Collateral includes at least one category of Core Collateral as of such Reference Date. If (a) the Company fails to deliver the officer’s certificate required by the preceding sentence within the time period specified in the preceding sentence, or (b) such officer’s certificate demonstrates that the Collateral Coverage Ratio was less than 1.6 to 1.00 with respect to the applicable Reference Date, recalculated by subtracting any such prepaid portion then the Company will pay additional interest on all outstanding notes (“Special Interest”) in an amount equal to 2.0% per annum of the Loans, shall be no principal amount of such notes commencing on the earlier of (x) the date the Company delivers an officer’s certificate demonstrating that its Collateral Coverage Ratio was less than 1.60 1.6 to 1.00 and/or and (y) designate the date on which the Company was required to deliver such officer’s certificate in accordance with this covenant, and continuing until the Company delivers to the Trustee an officer’s certificate demonstrating, with reasonably detailed calculations, that the Company’s Collateral Coverage Ratio was at least 1.6 to 1.00 with respect to a date subsequent to the applicable Reference Date. If Special Interest would be payable on an Interest Payment Date within the Cure Period (as defined below), the Company may delay the payment of Special Interest until the following Interest Payment Date (“Cure Election”). If the Company utilizes its Cure Election and during the Cure Period pledges Additional Collateral as additional Eligible First Lien Collateral and comply with Sections 5.13 and 5.15or redeems, collectively, in an amount prepays or otherwise retires Pari Passu Lien Debt during the applicable Cure Period such that following the Collateral Coverage Ratio is greater than 1.6 to 1.00, then no Special Interest will be payable with respect to such designationCure Period. If the Company fails to pledge Additional Collateral or redeem or otherwise retire such debt during such Cure Period, Special Interest will be payable from the date specified in this paragraph on the next succeeding Interest Payment Date. (b) If the Company’s Collateral Coverage Ratio is less than 1.6 to 1.00 with respect to any Reference Date, the Company may, within 45 days after such Reference Date (such period, the “Cure Period”) (a) grant (or cause another Grantor to grant) a security interest in Additional Collateral as First Lien Collateral under the Security Documents and such Additional Collateral will be included in the calculation of the Appraised Value of the First Lien Collateral with respect to such Reference Date and/or (b) redeem, repay, prepay, repurchase or otherwise retire Pari Passu Lien Debt, including by redeeming Notes pursuant to any available provisions of Section 3.07 hereof and such redeemed, repaid, prepaid, repurchased or otherwise retired Pari Passu Lien Debt will not be included in the calculation of the Collateral Coverage Ratio with respect to such CCR Reference Date. (c) If, after the pledge of Additional Collateral as First Lien Collateral and/or any redemption, repayment, prepayment, repurchase or other retirement of Pari Passu Lien Debt contemplated by the preceding paragraph and the recalculations of the Appraised Value of the First Lien Collateral or the Collateral Coverage Ratio pursuant to clause (b) above, the Company’s Collateral Coverage Ratio with respect to the applicable Reference Date would have been at least 1.6 to 1.00, then the Company will be deemed to have a Collateral Coverage Ratio of at least 1.6 to 1.00 with respect to such Reference Date, recalculated by adding and no Special Interest will accrue with respect to such Additional Collateral, shall be no less than 1.60 to 1.00Reference Date. (iiid) At If, as of any Reference Date, it is determined that a Core Collateral Failure has occurred as a result of any event or circumstance other than a Disposition that is voluntary or a release of First Lien Collateral from the Parent’s requestPari Passu Lien of the Collateral Trustee requested by the Company or any other Grantor, the Company shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause a Grantor to grant) a security interest in Additional Collateral such that following such grant the Collateral shall include at least one category of Core Collateral or (B) pay Special Interest as provided above. If, as of any Reference Date, it is determined that a Core Collateral Failure has occurred as a result of a Disposition that is voluntary or a release of First Lien on Collateral from the Pari Passu Lien of the Collateral Trustee requested by the Company or any Collateral other Grantor, it will be released; provideddeemed to constitute a failure to comply with a covenant or agreement as contemplated by clause (3) under Section 6.01 hereof. (e) Notwithstanding anything herein to the contrary, neither (i) a Core Collateral Failure as a result of any event or circumstance other than the Disposition that is voluntary or release of First Lien Collateral from the Pari Passu Lien of the Collateral Trustee requested by the Company or any other Grantor nor (ii) the Company’s failure to maintain a Collateral Coverage Ratio in excess of 1.6 to 1.00 will, in each case, be deemed to constitute an Event of Default for purposes of clause (3) under Section 6.01 hereof (it being understood that the following conditions are satisfied or waived: sole consequence of each thereof will be the payment of Special Interest, to the extent required by clause (a) no Event of Default shall have occurred and be continuing, above). (bf) either (x) after giving effect to such releaseIf Special Interest is payable by the Company, the Collateral Coverage Ratio Company shall deliver to the Trustee an officer’s certificate to that effect stating (i) the amount of such Special Interest that is not less than 2.00 payable and (ii) the date on which such Special Interest is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no such Special Interest is payable. Special Interest payable pursuant to 1.00 (or the provisions of this Section 4.14 will be calculated and paid in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral same manner as Additional Collateral regular interest is calculated and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌paid under this Indenture.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Additional Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii). (iv) At Parent’s request, the Lien on the Loyalty Program Assets under the Security Documents will be released, provided, in each case, that the following conditions are satisfied or waived; (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release and to any Commitment reductions pursuant to Section 2.07, the Collateral Coverage Ratio is not less than 2.00 to 1.00 or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00, (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iv) and (d) the Administrative Agent (acting at the direction of the Required Lenders) has given notice to the Parent of such release in accordance with this Section 6.17(b)(iv). Upon any release in accordance with the terms of this Section 6.17(b)(iv), the IP License Agreement, the Trademark Security Agreement, Annex 1 of the Pledge and Security Agreement and each Direct Agreement with a Loyalty Program Participant will terminate automatically, and the Agents (acting at the direction of the Required Lenders) shall take all actions reasonably requested by the Parent to evidence such releases, notify the parties to the Direct Agreements, and file any reasonably required public notices of such releases (and the Lenders shall instruct the Agents accordingly). (A) Upon notice from the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower that all the requirements set forth in Section 6.17(b)(iv) have been complied with and the Liens on all Loyalty Program Assets have been released in accordance therewith, then: (1) the Credit Parties shall not be subject to the provisions of this Agreement set forth under Sections 2.06(b)(iv), 2.06(b)(v), 2.06(b)(vi), 3.08(b), 3.27, 3.28, 5.02(i), 5.19, 5.20 and 6.17(c) and the last sentence of Section 5.15, in each case to the extent such provision relates to the Loyalty Program Assets or any other Loyalty Terms (as defined below); (2) the requirement to deliver a certificate pursuant to Section 5.02(j) with calculations of the Debt Service Coverage Ratio on each DSCR Determination Date shall no longer apply; (3) the requirement to deliver a certificate pursuant to Section 5.02(k) for any period during which no Liens on Loyalty Program Assets were in effect shall no longer apply; (4) the restrictions on Loyalty Revenue Advance Transactions set forth under Section 6.04(b), 6.04(d), 6.04(e), 6.04(f) and 6.04(h) shall no longer apply; (5) the Events of Default set forth under Sections 7.01(p), 7.01(q), 7.01(r) and 7.01(s) shall no longer apply; and (6) the language “

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year month (beginning with December October 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after the end of each second fiscal quarter and each fourth fiscal quarter of the Borrower, beginning with the fiscal quarter ending December 31, 2013 (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y)fiscal quarter, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio (a “CCR Certificate”)with respect to such Reference Date. (iib) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (x) grant (or cause another Grantor to grant) a security interest on additional assets pledged as Additional Collateral to secure the Obligations and/or (y) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (x) and/or (y) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0. (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest on additional assets pledged as Additional Collateral to secure the Obligations and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15(2) above, collectively, in an amount necessary to cause the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio to not and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 2.00 1.6 to 1.00 1.0, (C) with respect to any Borrower request under this Section 6.09(c) to release from such Lien any Pledged Route Authorities, Pledged Slots or Pledged Foreign Gate Leaseholds utilized by the Borrower to operate any Scheduled Service between any airport in the case United States and any airport in any South American Country, the Borrower shall have received the prior written consent of the Required Lenders, and (D) the Borrower shall deliver an Officer’s Certificate and a swap Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Agent agrees to promptly provide any documents or exchange of existing Additional Collateral with new Additional Collateral, less than‌releases reasonably requested by the Borrower to evidence such release.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred If on any Valuation Day from and be continuing, (b) either (x) after giving effect to such releaseincluding the Utilisation Date, the Collateral Coverage Ratio is not less equal to or greater than 2.00 0.57:1 (a "Collateral Coverage Breach") as determined by the Lender, the Company shall within five Business Days of the occurrence of such Collateral Coverage Breach provide: (i) Security over additional Shares on substantially similar terms as the Loan Pledged Shares (as determined by the Lender) together with: (A) evidence that the certificates for the additional Shares pledged pursuant to 1.00 (this Clause 19.6(a) for which the Company holds security certificates, together with endorsements to the collateral agent under the Security Agreement or in blank or share transfer powers or other instruments of transfer duly endorsed to the case collateral agent under the Security Agreement or in blank, have been delivered to the Custodian. (B) evidence that the additional Shares pledged pursuant to this Clause 19.6(a) have been credited to or deposited in the securities account of a swap or exchange of existing Additional Collateral with new Additional the Company at the Custodian that is subject to the Loan Pledged Shares Custody Agreement; and/or (ii) Cash Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause so that the Collateral Coverage Ratio immediately after such provision is no greater than 0.4:1. (b) If an Event of Default has occurred and is continuing and/or during a Collateral Coverage Breach, upon exercise by the Warrant Holder of its rights under the Share Warrant Instrument, the Company authorises the Warrant Holder to pay (and shall procure that the Warrant Holder pays) the strike price payable by the Warrant Holder to the Company under the Share Warrant Instrument directly into the Collateral Account. (c) If on any Valuation Day no Default is continuing and the Collateral Coverage Ratio has not be less than 2.00 to 1.00 exceeded 0.25:1: (i) at any time during the preceding 30 consecutive calendar days, the Company may request in writing that the Lender release: (A) any Shares pledged in accordance with Clause 19.6(a) from the Transaction Security; and/or (B) Cash Collateral; or (ii) at any time during the preceding 60 consecutive calendar days, the Company may request in writing that the Lender release: (A) any Shares pledged in accordance with Clause 19.6(a) from the Transaction Security; and/or (B) any Shares pledged on or about the date of this Agreement from the Transaction Security provided that the remaining Loan Pledged Shares constitute at least 25% of the Shares in issuance as at the case date of a swap or exchange of existing Additional Collateral with new Additional release; and/or (C) Cash Collateral, less than‌provided that, in each case, the Collateral Coverage Ratio after such release is no greater than 0.33:1. (d) Upon receipt of such written request, and subject to compliance with Clause 19.6(c), the Lender shall within five Business Days from its receipt of such written request, release such Shares from the Transaction Security so that the Collateral Coverage Ratio after such release is no greater than 0.33:1, provided that such written request: (A) confirms that no Default is continuing; and (B) is accompanied by the necessary release instructions in compliance with the requirements of the Loan Pledged Shares Custody Agreement. (e) The Company shall not sell, transfer or otherwise dispose of, or grant any Security over, any Shares released from Transaction Security pursuant to Clause 19.6(c)(ii)(B) without the Lender's prior written consent. (f) In this Clause 19.6:

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, September and December of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral will be released; provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌than 1.60 to 1.00) and (c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii).

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December delivery of each year (beginning with December 2020) or (y) any date on which an Appraisal that is required to be delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.07(1) (each such date in clauses (x) and (y)of delivery, a “CCR Reference Date,” and the tenth (10th) Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) with respect to such Reference Date. If the Collateral Coverage Ratio with respect to any CCR the applicable Reference Date is less than 1.60 1.6 to 1.001.0 (the “Collateral Coverage Test”), the Borrower Parent shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Cure Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Borrower in its sole discretion), collectivelysuch that, in an amount such that following such designationactions, the Collateral Coverage Ratio Test shall be satisfied. (b) Notwithstanding anything to the contrary contained herein, if the Collateral Coverage Test shall not be satisfied solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Trustee is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Trustee or the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such CCR Reference Datecoverage, recalculated any calculation of the Collateral Coverage Ratio (and Total Collateral Coverage Ratio) made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined by adding Parent 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 Additional Collateralproceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually first received by the Collateral Trustee or the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided further that, prior to giving effect to this clause (b), the Appraised Value of the Collateral shall be no less than 1.60 150% of the Total Priority Lien Principal Amount at such time. It is understood and agreed that if the Administrative Agent or the Collateral Trustee should receive any Net Proceeds directly from the insurer in respect of a Recovery Event, the Administrative Agent or the Collateral Trustee, as applicable, shall promptly cause such proceeds to 1.00be paid to the Parent or the applicable Grantor, or to be applied, as applicable, in accordance with Section 2.12(a). (iiic) At the Parent’s request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) that (i) has been Disposed in accordance with this Agreement to a Person other than the Borrower or a Subsidiary of the Borrower who has pledged such asset as Collateral, (ii) is or has become Excluded Property (as defined in any Collateral will Document) or (iii) constitutes Cure Collateral (other than United SRG), will, in each case, be promptly released; , provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Appraised Value of the Collateral shall satisfy the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of Test on a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) pro forma basis or (y) the Parent Borrower shall designate Cure Collateral as additional Eligible Collateral and comply with Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Loans and/or shall designate Eligible Collateral as Additional Collateral Borrower in its sole discretion), such that, following such actions and comply with Sections 5.13 and 5.15such release, collectively, in an amount necessary to cause the Collateral Coverage Test shall be satisfied on a pro forma basis, and (C) the Borrower shall deliver to the Administrative Agent a Collateral Coverage Ratio Certificate demonstrating pro forma compliance with the Collateral Coverage Test after giving effect to such release (including after giving effect to any action taken pursuant to the foregoing clause (B)(y)). Each of the Administrative Agent and the Collateral Trustee agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence any such release. For the avoidance of doubt, (aa) nothing contained in the foregoing shall prohibit any substitution of any item of Cure Collateral (other than Routes, Slots or Gate Leaseholds, but such as engines or other parts on an aircraft) if such substitution and related release of the Cure Collateral being replaced are permitted or required under the applicable Collateral Document, and such permitted or required release of such replaced Cure Collateral pursuant to such Collateral Document shall not be less than 2.00 subject to 1.00 (and shall be deemed to satisfy) the release conditions in the first sentence of this Section 6.09(c) and (bb) if a Grantor releases (in accordance with this Section 6.09(c)) any Cure Collateral that has suffered (or corresponding to an asset that suffered) a Recovery Event, the applicable Grantor shall be deemed to have complied with any provisions in the case corresponding Collateral Documents requiring that such Grantor take specific actions in respect of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌such Recovery Event.

Collateral Coverage Ratio. ‌ (i) Within ten (10) Business Days after (x) the last day of March, June, March and September and December of each year (beginning with December 2020March 2021) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. (2) of Section 5.16 (each such date in clauses (x) and (y), a “CCR Reference Date” and the tenth Business Day after a CCR Reference Date, a “CCR Certificate Delivery Date”), the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of the Collateral Coverage Ratio (a “CCR Certificate”). (ii) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 to 1.00, the Borrower shall, no later than ten (10) Business Days after the applicable CCR Certificate Delivery Date, (x) prepay any outstanding Loans such that following such prepayment, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding such Additional Collateral, shall be no less than 1.60 to 1.00. (iii) At the Parent’s request, the Lien on any Collateral the Loyalty Program Assets under the Security Documents will be released; , provided, in each case, that the following conditions are satisfied or waived: (a) no Event of Default shall have occurred and be continuing, (b) either (x) after giving effect to such releaserelease and to any Commitment reductions pursuant to Section 2.07, the Collateral Coverage Ratio is not less than 2.00 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 2.00 to 1.00 1.00, (or c) the Parent shall deliver a certificate executed by a Responsible Officer demonstrating compliance with this Section 6.17(b)(iii) and (d) the Administrative Agent (acting at the direction of the Required Lenders) has given notice to the Parent of such release in accordance with this Section 6.17(b)(iii). Upon any release in accordance with the case terms of this Section 6.17(b)(iii), the IP License Agreement, the Trademark Security Agreement, Annex 1 of the Pledge and Security Agreement and each Direct Agreement with a swap or exchange Loyalty Program Participant will terminate automatically, and the agents (acting at the direction of existing Additional Collateral the Required Lenders) shall take all actions reasonably requested by the Parent to evidence such releases, notify the parties to the Direct Agreements, and file any reasonably required public notices of such releases (and the Lenders shall instruct the Agents accordingly). (A) Upon notice from the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower that all the requirements set forth in Section 6.17(b)(iii) have been complied with new Additional Collateraland the Liens on all Loyalty Program Assets have been released in accordance therewith, less than‌then: (1) the Credit Parties shall not be subject to the provisions of this Agreement set forth under Sections 2.06(b)(iv), 2.06(b)(v), 2.06(b)(vi), 3.08, 3.27, 3.28, 5.02(i), 5.19 5.20 and 6.17(c)

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December May 31 of each year (beginning with December 2020) or (y) any date on which an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio (a “CCR Certificate”)with respect to such Reference Date. (iib) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (x) grant (or cause another Grantor to grant) a security interest on additional assets pledged as Additional Collateral to secure the Obligations and/or (y) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (x) and/or (y) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0. (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest on additional assets pledged as Additional Collateral to secure the Obligations and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or shall designate Eligible Collateral as Additional Collateral and comply with Sections 5.13 and 5.15(2) above, collectively, in an amount necessary to cause the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio to not and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 2.00 1.6 to 1.00 1.0, (C) with respect to any Borrower request under this Section 6.09(c) to release from such Lien any Pledged Route Authorities, Pledged Slots utilized by the Borrower to provide any Scheduled Service or Pledged Foreign Gate Leaseholds necessary for the Borrower to provide any Scheduled Service, the Borrower shall have received the prior written consent of the Required Lenders, and (D) the Borrower shall deliver an Officer’s Certificate and a Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the case of a swap Collateral Agent agrees to promptly provide any documents or exchange of existing Additional Collateral with new Additional Collateral, less than‌releases reasonably requested by the Borrower to evidence such release.

Collateral Coverage Ratio. ‌ (ia) Within ten (10) Business Days after (x) the last day of March, June, September and December May 31 of each year (beginning with December 2020) or May 31, 2016 (y) any date on which the delivery of an Appraisal is delivered pursuant to clause Error! Reference source not found. of Section 5.16 5.06(1) (each such date in clauses (x) and (y)day, a “CCR Reference Date,” and the tenth Business Day after a CCR Reference Date, a the “CCR Certificate Delivery Date”), the Parent shall Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent containing a calculation of Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio (a “CCR Certificate”)and certifying that the Collateral includes at least one category of Core Collateral with respect to such Reference Date. (iib) (x) If the Collateral Coverage Ratio with respect to any CCR Reference Date is less than 1.60 1.6 to 1.001.0, the Borrower shall, no later than ten forty-five (1045) Business Days days after the applicable CCR Certificate Delivery Date, (xA) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (B) prepay or cause to be prepaid the Loans and (if required by its terms) any outstanding Loans Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such prepaymentactions in clauses (A) and/or (B) above, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by subtracting any such prepaid portion of the Loans, shall be no less than 1.60 to 1.00 and/or (y) designate Additional Collateral as additional Eligible Collateral and comply with Sections 5.13 and 5.15, collectively, in an amount such that following such designation, the Collateral Coverage Ratio with respect to such CCR Reference Date, recalculated by adding the Appraised Value of any such Additional Collateral, Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio shall be no less than 1.60 1.6 to 1.001.0 or (y) if at any time, it is determined that a Core Collateral Failure has occurred, the Borrower shall, no later than forty-five (45) days after the date of such determination, either (A) grant (or cause another grantor to grant) a security interest in Additional Collateral such that following such grant the Collateral shall include at least one category of Core Collateral or (B) prepay the Loans in full in accordance with Section 2.12(h). (iiic) At In addition to the Parentrelease of any Lien otherwise contemplated by any other provision of any Loan Document, at the Borrower’s request, the Lien of the applicable Collateral Documents on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released; provided, in each case, that the following conditions are satisfied or waived: (aA) no Event of Default shall have occurred and be continuing, (bB) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 2.00 1.6 to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than 1.60 to 1.00) 1.0 or (y) the Parent Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, the Collateral Coverage Ratio, calculated by adding the Appraised Value of any such Additional Collateral in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall designate Eligible be no less than 1.6 to 1.0, (C) either (x) no Core Collateral Failure shall have occurred as a result of such Borrower Release or (y) the Borrower shall grant (or cause another Grantor to grant) a security interest in additional assets pledged as Additional Collateral that constitute at least one category of Core Collateral and comply with Sections 5.13 (D) the Borrower shall deliver an Officer’s Certificate and 5.15, collectively, in an amount necessary to cause the a Collateral Coverage Ratio Certificate (which may be delivered in a combined certificate) demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Agent agrees to not be less than 2.00 promptly provide any documents or releases reasonably requested by the Borrower to 1.00 (or in the case of a swap or exchange of existing Additional Collateral with new Additional Collateral, less than‌evidence such release.