Common use of Collateral Maintenance Clause in Contracts

Collateral Maintenance. The Borrower will not permit the aggregate Appraised Value of all Mortgaged Vessels owned by the Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) (such value, the “Aggregate Mortgaged Vessel Value”), as determined by the most recent appraisals delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) to be (x) prior to January 1, 2011, less than [*] and (y) from and after January 1, 2011, less than [*] of the sum of (a) the then outstanding principal amount of Other First Lien Obligations (including the Senior Secured Notes) plus (b) the Total Commitment at such time; provided that, so long as any non-compliance in respect of this Section 9.08 is not caused by any voluntary Collateral Disposition, such non-compliance shall not constitute a Default or an Event of Default so long as within 10 Business Days of the occurrence of such default, the Borrower shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par), pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the Total Commitment in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters of Credit to the extent required by Section 4.02(a).

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

Collateral Maintenance. (a) The Borrower Parent will not permit the aggregate Appraised Fair Market Value of all Mortgaged Collateral Vessels owned by the Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) at any time (such value, the “Aggregate Mortgaged Collateral Vessel Value”), as determined by the most recent appraisals appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c8.01(d), at any time to equal less than (I) from the Third Amendment to be and including June 30, 2015, 110% of an amount equal to (x) prior to January 1, 2011, less than [*] and the amount of the Aggregate Credit Agreement Exposure at such time minus (y) from and after January 1, 2011, less than [*] of the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (aII) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the then outstanding principal amount of Other First Lien Obligations the Aggregate Credit Agreement Exposure at such time minus (including the Senior Secured Notes) plus (by) the Total Commitment sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any non-compliance default in respect of this Section 9.08 9.09(a) is not caused by any voluntary Collateral Disposition, such non-compliance default shall not constitute a Default or an Event of Default (but shall constitute a Default) so long as within 10 Business Days 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such reductions repayment of Loans under this Agreement and loans under the Total Commitment Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters default (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such default pursuant to this Section 9.09(a) to the extent required by Section 4.02(athat no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. (a) The Borrower Parent will not permit the aggregate Appraised Fair Market Value of all Mortgaged Collateral Vessels owned by the Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) at any time (such value, the “Aggregate Mortgaged Collateral Vessel Value”), as determined by the most recent appraisals appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c8.01(d), at any time to equal less than (I) from the Third Amendment to be and including June 30, 2015, 110% of an amount equal to (x) prior to January 1, 2011, less than [*] and the amount of the Aggregate Credit Agreement Exposure at such time minus (y) from and after January 1, 2011, less than [*] of the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (aII) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the then outstanding principal amount of Other First Lien Obligations Aggregate Credit Agreement Exposure at such time minus (including the Senior Secured Notes) plus (by) the Total Commitment sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any non-compliance default in respect of this Section 9.08 9.09(a) is not caused by any voluntary Collateral Disposition, such non-compliance default shall not constitute a Default or an Event of Default (but shall constitute a Default) so long as within 10 Business Days 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such reductions repayment of Loans under this Agreement and loans under the Total Commitment Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters default (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such default pursuant to this Section 9.09(a) to the extent required by Section 4.02(athat no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. The Borrower Parent will not permit the aggregate Appraised Value sum of the fair market value of all Mortgaged Vessels owned by the Borrower and the Subsidiary Guarantors Collateral Rigs which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Collateral Rig Value”), as determined by calculating the appraised value set forth in the most recent appraisals appraisal report related to each respective Collateral Rig and delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) 9.01(c), to be (x) prior to January 1, 2011, equal less than [*] and (y) from and after January 1, 2011, less than [*] 150% of the sum of (a) the then aggregate outstanding principal amount of Other First Lien Obligations (including the Senior Secured Notes) plus (b) the Total Commitment Loans and Letters of Credit Outstanding at such time; provided that, (x) for the avoidance of doubt, it is understood and agreed that the appraisal reports delivered on January 15, 2014 from Fearnleys Ltd. and on January 20, 2014 from Pareto Offshore AS shall be satisfactory for the purpose of making the calculation in this Section 10.9 from the Amendment and Restatement Effective Date until the next required date of delivery of appraisal reports under this Agreement; (y) so long as any non-compliance in respect violation of this Section 9.08 10.09 is not caused by any voluntary Collateral Disposition, such non-compliance violation shall not constitute a Default or an Event of Default so long as within 10 Business Days 60 days of the occurrence of such defaultviolation, the Borrower shall either (i) post additional collateral reasonably (at the expense of the Borrower) satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably the Collateral and Guaranty Requirements and otherwise satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the Total Commitment repay outstanding Loans in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters violation (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such violation pursuant to this Section 10.09 to the extent required by Section 4.02(a)that no Default or Event of Default exists hereunder immediately after giving effect thereto) and (z) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the Collateral and Guaranty Requirements have been fully satisfied with respect thereto.

Collateral Maintenance. (a) The Borrower Parent will not permit the aggregate Appraised Fair Market Value of all Mortgaged Primary Collateral Vessels owned by the Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) at any time (such value, the “Aggregate Mortgaged Primary Collateral Vessel Value”), as determined by the most recent appraisals appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c8.01(d) at any time to be equal less than (xI) prior from the Restatement Effective Date to and including December 31, 2012, 110% of the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time, (II) from January 1, 20112013 to and including December 31, less than [*] and 2013, 115% of the amount equal to the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time minus the Blocked Amount, if any, (yIII) from and after January 1, 20112014 to and including September 30, less than [*] 2014, 120% of the sum of (a) amount equal to the then outstanding aggregate principal amount of Other First Lien Obligations outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time minus the Blocked Amount, if any, and (including IV) thereafter, 120% of the Senior Secured Notes) aggregate principal amount of outstanding Loans at such time plus (b) the Total Commitment Existing Letter of Credit Exposure at such time; provided that, so long as any non-compliance default in respect of this Section 9.08 9.09 is not caused by any voluntary Collateral Disposition, such non-compliance default shall not constitute a Default or an Event of Default (but shall constitute a Default) so long as within 10 Business Days 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions repayment of the Total Commitment Loans in an amount sufficient to cure such non-compliance and repay the Loans default and/or cash collateralize the Existing Letters of Credit (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent required by Section 4.02(athat no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. The Borrower Parent will not permit the aggregate Appraised Value sum of the fair market value of all Mortgaged Vessels owned by the Borrower and the Subsidiary Guarantors Collateral Rigs which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Collateral Rig Value”), as determined by calculating the appraised value set forth in the most recent appraisals appraisal report related to each respective Collateral Rig and delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) ), to be (x) prior to January 1, 2011, equal less than [*] and (y) from and after January 1, 2011, less than [*] 150% of the sum of (a) the then outstanding aggregate principal amount of Other First Lien Obligations (including the Senior Secured Notes) plus (b) the Total Commitment at such time; provided that, (x) so long as any non-compliance in respect violation of this Section 9.08 9.09 is not caused by any voluntary Collateral Disposition, such non-compliance violation shall not constitute a Default or an Event of Default so long as within 10 Business Days 60 days of the occurrence of such defaultviolation, the Borrower shall either (i) post additional collateral reasonably (at the expense of the Borrower) satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably referred to in Section 8.11 and otherwise satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of to the Total Commitment (and any required repayments of outstanding Loans resulting therefrom) in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters violation (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such violation pursuant to this Section 9.09 to the extent required by that no Default or Event of Default exists hereunder immediately after giving effect thereto) and (y) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the provisions of Section 4.02(a)8.11 have been fully complied with.

Collateral Maintenance. The Borrower will not permit the aggregate sum of (i) the Aggregate Appraised Value of all Mortgaged the Collateral Vessels owned by the Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements permitted chartering arrangements do not constitute disposals for this purpose) and (such valueii) any Additional Collateral (subparagraphs (i) and (ii) hereof, hereinafter referred to as, the “Aggregate Mortgaged Vessel ValueCollateral Maintenance Ratio”)) (A) for the period, as determined by through and including the most recent appraisals delivered by the Borrower period ending December 31, 2015, to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) fall below an amount that is equal to be (x) prior to January 1, 2011, less than [*] and (y) from and after January 1, 2011, less than [*] 130% of the sum of (a) the then aggregate outstanding principal amount of Other First Lien Obligations the Loans (including provided that upon the Senior Secured Notesmaking of any advance under a Term Loan, the Collateral Maintenance Ratio shall not be permitted to fall below an amount that is equal to 140% of the aggregate outstanding principal amount of the Loans); and (B) plus (bthereafter to fall below an amount that is equal to 140% of the aggregate outstanding principal amount of the Loans; provided, further, that any non-compliance with this Section 8.07(d) the Total Commitment at such time; provided thatshall not constitute an Event of Default, so long as any non-compliance in respect of this Section 9.08 is not caused by any voluntary Collateral Disposition, such non-compliance shall not constitute a Default or an Event of Default so long as within 10 Business Days 60 days of the occurrence of such defaultnon-compliance, the Borrower shall either (ix) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Additional Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par), pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance (and shall at all times during such period period, and prior to satisfactory completion thereof, be diligently carrying out such actions) or (it being agreed that (A) the “GENCO PIONEER” and the “GENCO PROGRESS” are hereby deemed satisfactory to the Required Lenders) and (B) in respect of any Fleet Vessel owned by Genco as of the Amendment No.1 Effective Date, if such Fleet Vessel is, at the time of its posting as Additional Collateral, (i) younger than 16 years in age, it shall be deemed satisfactory to the Required Lenders and (ii) make such reductions 16 years or older in age, it shall be Additional Collateral only with the consent of the Total Commitment Administrative Agent acting at the instruction of the Required Lenders, such consent and instruction not to be unreasonably withheld), (y) prepay Loans in an amount sufficient to cure such non-compliance and repay or (z) permanently reduce the Loans and/or cash collateralize the Letters of Credit to the extent required by Section 4.02(a).Total Commitment;

Collateral Maintenance. (a) The Borrower Parent will not permit the aggregate Appraised Fair Market Value of all Mortgaged Primary Collateral Vessels owned by the Borrower and the Subsidiary Guarantors Credit Parties which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) at any time (such value, the “Aggregate Mortgaged Primary Collateral Vessel Value”), as determined by the most recent appraisals appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c8.01(d) at any time to be equal less than (xI) prior from the Restatement Effective Date to and including December 31, 2012, 110% of the aggregate principal amount of outstanding Loans at such time, (II) from January 1, 20112013 to and including December 31, less than [*] and 2013, 115% of the amount equal to the aggregate principal amount of outstanding Loans at such time minus the Blocked Amount, if any, (yIII) from and after January 1, 20112014 to and including September 30, less than [*] 2014, 120% of the sum of (a) amount equal to the then outstanding aggregate principal amount of Other First Lien Obligations outstanding Loans at such time minus the Blocked Amount, if any, and (including IV) thereafter, 120% of the Senior Secured Notes) plus (b) the Total Commitment aggregate principal amount of outstanding Loans at such time; provided that, so long as any non-compliance default in respect of this Section 9.08 9.09 is not caused by any voluntary Collateral Disposition, such non-compliance default shall not constitute a Default or an Event of Default (but shall constitute a Default) so long as within 10 Business Days 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions repayment of the Total Commitment Loans in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters default (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent required by Section 4.02(athat no Default or Event of Default exists hereunder immediately after giving effect thereto).

Collateral Maintenance. The Borrower Parent will not permit the aggregate Appraised Value sum of the fair market value of all Mortgaged Vessels owned by the Borrower and the Subsidiary Guarantors Collateral Rigs which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Collateral Rig Value”), as determined by calculating the appraised value set forth in the most recent appraisals appraisal report related to each respective Collateral Rig and delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) 9.01(c), to be (x) prior to January 1, 2011, equal less than [*] and (y) from and after January 1, 2011, less than [*] 150% of the sum of (a) the then aggregate outstanding principal amount of Other First Lien Obligations (including the Senior Secured Notes) plus (b) the Total Commitment Loans at such time; provided that, (x) for the avoidance of doubt, it is understood and agreed that the appraisal reports delivered on February 25, 2011 from Fearnleys Ltd. and February 22, 2011 from Pareto Offshore AS shall be satisfactory for the purpose of making the calculation in this Section 10.09 from the Initial Borrowing Date until the next required date of delivery of appraisal reports under this Agreement; (y) so long as any non-compliance in respect violation of this Section 9.08 10.09 is not caused by any voluntary Collateral Disposition, such non-compliance violation shall not constitute a Default or an Event of Default so long as within 10 Business Days 60 days of the occurrence of such defaultviolation, the Borrower shall either (i) post additional collateral reasonably (at the expense of the Borrower) satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably the Collateral and Guaranty Requirements and otherwise satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of to the Total Commitment (and any required repayments of outstanding Loans of any relevant Tranche resulting therefrom) in an amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters violation (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such violation pursuant to this Section 10.09 to the extent required by Section 4.02(a)that no Default or Event of Default exists hereunder immediately after giving effect thereto) and (z) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the Collateral and Guaranty Requirements have been fully satisfied.

Collateral Maintenance. The Neither the Parent nor Borrower will not permit the aggregate Appraised Fair Market Value of all Mortgaged Vessels owned by the Parent, Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) of, on an individual charter-free basis, at any time (such value, the “Aggregate Mortgaged Vessel Value”), as determined by the most recent appraisals appraisal delivered by either of the Parent or Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) to be (x) prior to January 1, 2011, equal less than [*] and (y) from and after January 1, 2011, less than [*] 110% of the sum of (a) the then outstanding principal amount of Other First Lien Obligations (including the Senior Secured Notes) plus (b) the Total Aggregate Commitment at such time; provided that, so long as any non-compliance default in respect of this Section 9.08 9.09 is not caused by any voluntary Collateral Disposition, such non-compliance default shall not constitute a Default or an Event of Default (but shall constitute a Default) so long as within 10 Business Days 45 days of the occurrence of such default, the Borrower Parent shall either (i) post additional collateral reasonably satisfactory to the Required Lenders in favor of the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and that it shall be valued at par)Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral AgentAgent and the Required Lenders (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in an aggregate amount the form of the Security Documents), sufficient to cure such non-compliance default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the Total Commitment total commitment under the 2008 Credit Agreement in an amount sufficient to cure such non-compliance default and repay the Loans loans under the 2008 Credit Agreement and/or cash collateralize the Letters 2010 Credit Agreement (it being understood that any action taken in respect of Credit this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent required by Section 4.02(athat no Default or Event of Default exists hereunder immediately after giving effect thereto).