Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”); provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurred, the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failure. (b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Spirit Airlines, Inc.)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Restatement Effective Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Jetblue Airways Corp)
Collateral Coverage Ratio. 4835-7899-9450v13 #4834-7509-9972
(a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Restatement Effective Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, provided, in each case, that the following conditions are satisfied or waived: #4835-7899-9450v13 #4834-7509-9972 (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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) and Section 5.09(a)(8) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Jetblue Airways Corp)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 1.6 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Term Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral constituting Eligible Aircraft or Eligible Engines covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached 1006028216v17 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 Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligationssum of the aggregate principal amount of the Term Loans and Junior Lien Debt then outstanding. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’s request, the Lien on (i) any asset Collateral subject to a Permitted Disposition or type (ii) any Eligible Aircraft, Eligible Engines or category of asset (including after-acquired assets of that type or category) Remaining Collateral Proceeds included in the Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 1.6 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Term Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.6 to 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's ’s Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower will not permit Permit at any time following the Closing Date ratio (the “Collateral Coverage Ratio Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the sum, without duplication, of (A) the Total Revolving Extensions of Credit then outstanding (other than LC Exposure that has been Cash Collateralized in accordance with Section 2.02(j)), plus (B) the aggregate principal amount of all Term Loans outstanding, plus (C) the aggregate outstanding principal amount of the Pari Passu Senior Secured Debt, plus (D) the aggregate amount of all Designated Hedging Obligations and Designated Banking Product Obligations that constitute “Obligations” then outstanding (such sum, the “Total Obligations”) to be less than 1.0 1.60 to 1.0 (such occurrence1.00, a “Collateral Coverage Ratio Failure”); provided, that if, (Ax) upon (1) delivery of an Appraisal Report or a Field Audit (as applicable) pursuant to Section 5.07 5.09 or otherwise pursuant to this Agreement Agreement, or (except 2) the establishment of reserves pursuant to Section 5.07(2clause (B) or 5.07(3) or any Appraisal delivered to of the Administrative Agent in connection with the designation definition of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) “Appraised Value” contained herein and (By) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.06(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal Report, Field Audit or establishment of reserves (oras applicable), in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder(I) designate Additional Collateral as additional Eligible Collateral in accordance with clause (c) of the definition of Eligible Collateral in Section 1.01 and comply with Section 5.13 and/or 5.14 in accordance therewith or (II) prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, ) in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.06; provided further that the preceding proviso shall be disregarded for purposes of Section 4.02(c).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 6.06 solely as a result of damage to an Event of Loss (as defined in the Aircraft Mortgage) or loss of any Collateral other Recovery Event, in each case, covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 6.06 shall deem the relevant Grantor Borrower to have received Net Cash Proceeds (and to have taken all steps necessary to designate, and to have pledged designated, such Net Cash Proceeds as Additional Cure Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) insurer and net of any amounts required to be paid out of such proceeds and secured by a Lien Lien) until the earliest of (i) the date any such Net Cash Proceeds are 95 actually received by the Collateral Administrative Agent, (ii) the date that is 270 days after such damage Event of Loss or Recovery Event and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Eligible Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral Administrative Agent should receive any Net Cash Proceeds directly from the insurer in respect of an Event of Loss or a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Borrower is in compliance with Section 6.09(a6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor Guarantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with this Section 6.09(a6.06(a) (without giving effect to the receipt of such Net Cash Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account account of the Borrower or the applicable Guarantor maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, provided, in each case, that the following conditions are satisfied or waived: (A) no Default or Event of Default shall have occurred and be continuing, (B) either (x) after giving effect to such release, the remaining Eligible Collateral Coverage Ratio is not less than 1.0 shall continue to 1.0 or satisfy this Section 6.06, (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary required to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0comply with this Section 6.06, or (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (Dz) the Borrower shall deliver to the Administrative Agent Additional Collateral in an amount required to comply with this Section 6.06, and (C) the Borrower shall deliver to the Administrative Agent an Officer's ’s Certificate demonstrating compliance with this Section 6.09(c) 6.06 following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower Parent will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 1.67 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredParent shall not be in compliance with this Section 6.09(a), the Borrower Parent shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable Parent to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower Parent shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower 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 Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower Parent is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower Parent or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower Parent fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’s Parent'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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 1.67 to 1.0 or (y) the Borrower Parent shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 1.67 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower Parent shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) and Section 5.09(a)(8) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower Parent to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Continental Airlines, Inc.)
Collateral Coverage Ratio. Permit as of the Amendment No. 1 Effective Date and at the time of the delivery of each Appraisal Report pursuant to Section 5.01(h)
(I) the ratio (the “Collateral Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the sum of (a) Subject to the immediately following provisoTotal Revolving Extensions of Credit then outstanding (other than LC Exposure that has been Cash Collateralized in accordance with Section 2.02(j)) plus (b) the aggregate amount of all Designated Hedging Obligations and Designated Banking Product Obligations that constitute “Obligations” then outstanding, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 1.60 to 1.0 1.00 (such occurrence, a the “Collateral Coverage Ratio FailureTest”); provided, provided that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise Report pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section 6.03 and Section 6.05 as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.03, the Borrower shall, within forty-five sixty (4560) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal Report (oran “Collateral Coverage Ratio Cure Period”), in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder(1) designate Additional Collateral as additional Eligible Collateral in accordance with Section 6.05(a) (including the modification of the applicable Collateral schedules, to reflect such designation) to the extent that, after giving effect to such designation, the Appraised Value of the Eligible Collateral, based on the most recently delivered Appraisal Report with respect to assets already constituting Eligible Collateral and comply based on an Appraisal Report performed at (or relatively contemporaneously with) the time of such addition with Section 5.13 and/or respect to assets being added to Eligible Collateral, shall satisfy the Collateral Coverage Test or (2) prepay or cause to be prepaid the Revolving Loans in accordance with Section 2.12(bSection 2.12(a) (or Cash Collateralize Letters of Credit in accordance with Section 2.02(j), collectively, ) in an amount sufficient to cure such Collateral Coverage Ratio Failure.
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by enable the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”comply with this Section 6.03.
Appears in 1 contract
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”); provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurred, the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failure.
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such 1006536826v43 purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Spirit Airlines, Inc.)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) and Section 5.09(a)(8) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Jetblue Airways Corp)
Collateral Coverage Ratio. (a) Subject Within five (5) Business Days after delivery of the Initial Appraisals and of each Appraisal that is required to be delivered pursuant to Section 5.07(1) in any applicable calendar year (such date of delivery, a “Reference Date,” and the immediately following provisofifth (5th) Business Day after a Reference Date, the “Certificate Delivery Date”), the Borrower will not permit at any time following deliver to the Closing Date Administrative Agent a Collateral Coverage Ratio Certificate containing a calculation of the Collateral Coverage Ratio with respect to be less than 1.0 to 1.0 (such occurrence, a “Reference Date. If the Collateral Coverage Ratio Failure”); provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it the applicable Reference Date is determined that a Collateral Coverage Ratio Failure has occurredless than 1.6 to 1.0, the Borrower Parent shall, within forty-five no later than twenty (4520) days (orBusiness Days after the Certificate Delivery Date, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectivelysuch that, in an amount sufficient to cure following such actions, the Collateral Coverage Ratio Failureshall be no less than 1.6 to 1.0.
(b) Notwithstanding anything to the contrary contained herein, if the Borrower Collateral Coverage Ratio shall fail at any time be less than 1.6 to be in compliance with this Section 6.09 1.0 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral 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 Section 6.09 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 the Borrower 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 Collateral 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), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligationsaggregate principal amount of all Term Loans then outstanding. It is understood and agreed that if the Collateral Administrative Agent should receive any Net Proceeds directly from the insurer in respect of a Recovery Event and at the time of such receiptEvent, (A) no Event of Default shall have occurred and be continuing and the Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral Agent that is subject to an Account Control Agreement and such proceeds shall be applied or released from such account deposited, as applicable, in accordance with Section 2.12(a).
(c) At Notwithstanding anything to the Borrowercontrary herein, at the Parent’s request, at any time, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Revolving Priority Collateral will be promptly released or released, provided the Borrower shall be permitted Appraised Value (or, prior to designate such asset as Notes Priority Collateral in accordance with Section 6.20 delivery of the Intercreditor Agreements, 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 releaseInitial Appraisals, the Fair Market Value) of all Collateral Coverage Ratio is not less than 1.0 released pursuant to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) following such releaseshall not exceed $100,000,000. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower Parent to evidence such release; provided further that.
(d) Notwithstanding anything to the contrary herein, no release of Pledged Engines shall be permitted at the Parent’s request, at any time time, the Pledged Engines have 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 Parent or the Borrower shall add Additional Collateral having an Appraised Value at least equal to the Appraised Value (or, prior to delivery of “zero” the Initial Appraisals, the Fair Market Value) of all Collateral released pursuant to this Section 6.09(d); provided, further, that the Appraised Value UAL Term Loan Credit Agreement 2020 (or, prior to delivery of the Initial Appraisals, the Fair Market Value) of all Collateral released pursuant to this Section 6.09(d) shall not exceed $100,000,000. 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 foregoing shall prohibit any substitution of engines or other parts on an aircraft if such substitution is permitted or required under the Aircraft Mortgage, and any such substitution shall not be considered for purposes of the basket contained in this clause (iv) of the definition of “Appraised Value”d).
Appears in 1 contract
Sources: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)
Collateral Coverage Ratio. Permit as of the Restatement Effective Date and at the time of the delivery of each Appraisal Report pursuant to Section 5.01(h)
(I) the ratio (the “Collateral Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the sum of (a) Subject to the immediately following provisoTotal Revolving Extensions of Credit then outstanding (other than LC Exposure that has been Cash Collateralized in accordance with Section 2.02(j)) plus (b) the aggregate amount of all Designated Hedging Obligations and Designated Banking Product Obligations that constitute “Obligations” then outstanding, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 1.60 to 1.0 1.00 (such occurrence, a the “Collateral Coverage Ratio FailureTest”); provided, provided that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise Report pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section 6.03 and Section 6.05 as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.03, the Borrower shall, within forty-five sixty (4560) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal Report (oran “Collateral Coverage Ratio Cure Period”), in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder(1) designate Additional Collateral as additional Eligible Collateral in accordance with Section 6.05(a) (including the modification of the applicable Collateral schedules, to reflect such designation) to the extent that, after giving effect to such designation, the Appraised Value of the Eligible Collateral, based on the most recently delivered Appraisal Report with respect to assets already constituting Eligible Collateral and comply based on an Appraisal Report performed at (or relatively contemporaneously with) the time of such addition with Section 5.13 and/or respect to assets being added to Eligible Collateral, shall satisfy the Collateral Coverage Test or (2) prepay or cause to be prepaid the Revolving Loans in accordance with Section 2.12(b2.12(a) (or Cash Collateralize Letters of Credit in accordance with Section 2.02(j), collectively, ) in an amount sufficient to cure such Collateral Coverage Ratio Failure.
(b) Notwithstanding anything to the contrary contained herein, if enable the Borrower shall fail at any time to be in compliance comply with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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)6.03.
(c) At the Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower Parent will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 1.67 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredParent shall not be in compliance with this Section 6.09(a), the Borrower Parent shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable Parent to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower Parent shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower 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 Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower Parent is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower Parent or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower Parent fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 BorrowerParent’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 1.67 to 1.0 or (y) the Borrower Parent shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 1.67 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower Parent shall deliver an Officer's ’s Certificate demonstrating compliance with this Section 6.09(c) and Section 5.09(a)(8) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower Parent to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (United Air Lines Inc)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower The Parent will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal Appraisal, pursuant to Section 5.07 5.07(a) or otherwise pursuant to this Agreement (except pursuant to Section 5.07(25.07(a)(2) or 5.07(35.07(a)(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Parent shall not be in compliance with this Section 6.09(a), the Borrower Parent shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) 5.07(a)(1), not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Parent to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower Parent shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower 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 Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Appraised Collateral plus (y) the aggregate Certified Value of all of the Pledged Accounts plus (z) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower Parent is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential to be paid to the Borrower Parent or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower Parent fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 BorrowerParent’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower Parent shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower Parent shall deliver an Officer's ’s Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower Parent to evidence such release; provided further that, no release of Pledged Engines shall be permitted
(d) If the Borrower has pledged cash as Additional Collateral at any time in order to comply with Section 6.09(a) and any of such cash remains pledged as Collateral for a period of twelve (12) months or longer, such remaining pledged cash may be applied by the Pledged Engines have Administrative Agent to prepay the Loans in accordance with Section 2.12(b), in each case up to an Appraised Value of “zero” pursuant amount sufficient to clause (iv) of enable the definition of “Appraised Value”Parent to comply with Section 6.09(a).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Hawaiian Holdings Inc)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower The Parent will not permit at any time following on or after the Closing Date dates on which (i) Collateral is first pledged to secure the Obligations, (ii) the Lenders make the initial Loans and (iii) the Issuing Lenders issue the initial Letters of Credit, the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal Appraisal, pursuant to Section 5.07 5.07(a) or otherwise pursuant to this Agreement (except pursuant to Section 5.07(25.07(a)(2) or 5.07(35.07(a)(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Parent shall not be in compliance with this Section 6.09(a), the Borrower Parent shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) 5.07(a)(1), not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Parent to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower Parent shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower Parent in good faith and updated from time to time to reflect any 92544055_10 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 Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Appraised Collateral plus (y) the aggregate Certified Value of all of the Pledged Accounts plus (z) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower Parent is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower Parent or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower Parent fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”); provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurred, the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failure.
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's ’s 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Spirit Airlines, Inc.)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower The Parent will not permit at any time following on or after the Closing Date dates on which (i) Collateral is first pledged to secure the Obligations, (ii) the Lenders make the initial Loans and (iii) the Issuing Lenders issue the initial Letters of Credit, the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal Appraisal, pursuant to Section 5.07 5.07(a) or otherwise pursuant to this Agreement (except pursuant to Section 5.07(25.07(a)(B) or 5.07(35.07(a)(C) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Parent shall not be in compliance with this Section 6.09(a), the Borrower Parent shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(15.07(a)(A) or 5.07(4) that is not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Parent to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower Parent shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower 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 Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Appraised Collateral plus (y) the aggregate Certified Value of all of the Pledged Accounts plus (z) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower Parent is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower Parent or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower Parent fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 BorrowerParent’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower Parent shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower Parent shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower Parent to evidence such release; provided further that, no release of Pledged Engines shall be permitted
(d) If the Borrower has pledged cash as Additional Collateral at any time in order to comply with Section 6.09(a) and any of such cash remains pledged as Collateral for a period of twelve (12) months or longer, such remaining pledged cash may be applied by the Pledged Engines have Administrative Agent to prepay the Loans in accordance with Section 2.12(b), in each case up to an Appraised Value of “zero” pursuant amount sufficient to clause (iv) of enable the definition of “Appraised Value”Parent to comply with Section 6.09(a).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Hawaiian Holdings Inc)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”); provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurred, the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failure.
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Spirit Airlines, Inc.)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Effective Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, provided that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 5.07(a) or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(35.07(a)(2) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a6.08(a)) and (B) solely with respect to determining compliance with this Section as a result thereofthereof (and not as a result of any breach of Section 6.01), it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.08(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(45.07(a)(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(15.07(a)(1) or 5.07(45.07(a)(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b2.10(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.08(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 6.08 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 6.08 shall deem the relevant Grantor Borrower 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral Specified Collateral, plus (y) the aggregate Certified Value of all of the Pledged Receivables plus (z) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral Agent Security Trustee 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 Borrower is in compliance with Section 6.09(a6.08(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent Security Trustee shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a6.08(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent Security Trustee shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral Agent Security Trustee 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(a2.10(a).
(c) At the Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, providedprovided that, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's ’s Certificate demonstrating compliance with this Section 6.09(c6.08(c) and Section 5.09(4) following such release. In connection herewith, the Collateral Agent Security Trustee agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Sun Country Airlines Holdings, Inc.)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Second Restatement Effective Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.plus
Appears in 1 contract
Sources: Second Amended and Restated Credit and Guaranty Agreement (Jetblue Airways Corp)
Collateral Coverage Ratio. (a) a. Subject to the immediately following proviso, the Borrower will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”); provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurred, the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failure.
(b) b. Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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) c. At the Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Spirit Airlines, Inc.)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following on or after the Closing Date date on which Collateral is first pledged to secure the Obligations, the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Appraised Collateral plus (y) the Pledged Accounts and the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreementsreleased, provided, in each case, that the following conditions are satisfied or waived: (A) no Default or 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.135.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Collateral Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Republic Airways Holdings Inc)
Collateral Coverage Ratio. (a) Subject to the immediately following proviso, the The Borrower will not permit at any time following the Closing Second Restatement Effective Date the Collateral Coverage Ratio to be less than 1.0 to 1.0 (such occurrence, a “Collateral Coverage Ratio Failure”)1.0; provided, that if, (A) upon delivery of an Appraisal pursuant to Section 5.07 or otherwise pursuant to this Agreement (except pursuant to Section 5.07(2) or 5.07(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that a Collateral Coverage Ratio Failure has occurredthe Borrower shall not be in compliance with this Section 6.09(a), the Borrower shall, within forty-five (45) days (or, in the case of an Appraisal delivered pursuant to Section 5.07(4) within thirty (30) days) of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(1) or 5.07(4) not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.13 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to cure such Collateral Coverage Ratio Failureenable the Borrower to comply with this Section 6.09(a).
(b) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Collateral Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 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 the Borrower in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Collateral 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 that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Revolving Priority Collateral plus (y) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Collateral 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 Borrower is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be paid to the Borrower or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Collateral Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Collateral 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 Borrower’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 Revolving Priority Collateral will be promptly released or the Borrower shall be permitted to designate such asset as Notes Priority Collateral in accordance with Section 6.20 of the Intercreditor Agreements, 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 1.0 to 1.0 or (y) the Borrower shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral (including designating Additional Collateral as Revolving Priority Collateral in accordance with Section 6.19 of the Intercreditor Agreements, to the extent applicable) and comply with Section 5.13, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms of the Loan Documents), no Core Collateral Failure results from such release, and (D) the Borrower shall deliver an Officer's 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 releases reasonably requested by the Borrower to evidence such release; provided further that, no release of Pledged Engines shall be permitted at any time the Pledged Engines have an Appraised Value of “zero” pursuant to clause (iv) of the definition of “Appraised Value”.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Jetblue Airways Corp)