Common use of Disposition of Collateral Clause in Contracts

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, or (ii) provided that upon consummation of any such sale or other Disposition (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if any) 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 sale or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)).

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) provided that upon consummation of any such sale or other Disposition (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if any) 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 the Borrower is in accordance compliance with the terms of the Loan Documents), no Core Collateral Failure results from Section 5.09(a)(8) after giving effect to such sale or other DispositionDisposition (including any pledge of Additional Collateral, if any); provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)).

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of (i) a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) provided that upon consummation of any such other sale or other Disposition Disposition, provided that, in the case of this clause (ii), (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio Test is no less than 1.0 to 1.0 satisfied on a pro forma basis after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in an account pledged to the Collateral Proceeds Account Trustee (for the benefit of the Secured Parties) and subject to an Account Control Agreement and any concurrent pledge of Additional Cure Collateral), (C) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio on a pro forma basis after giving effect to such sale or other Disposition (including any pledge of Cure Collateral and/or prepayment of Loans, if any), (D) such sale or other Disposition, if to any other Person, is an arms’ length Disposition to a third party (other than any Affiliate of the Borrower) and (CE) so long as to the extent that the Borrower receives 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 Net Proceeds from such sale or other Disposition, such Net Proceeds shall be applied as provided under Section 2.12(b); provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)).

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement Agreement); (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any concurrent pledge such Net Proceeds in clause (i) of Additional the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) the Collateral shall include at least one category of Core Collateral; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, if anythe Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) and the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as [Reserved] and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to such Disposition and any Loans actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral, in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))16(c) of the SGR Security Agreement or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall constitute a Disposition.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) provided in the case of any Disposition of Collateral that is not a Permitted Disposition, (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is (1) no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if anyAgreement) and (2) no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) no Core Collateral Failure shall have occurred and be continuing as a result of such Disposition or after giving effect thereto; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) (1) the Borrower shall comply with its obligations set forth in Section 2.12(a), (2) no Collateral Coverage Ratio Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a) and (3) no Core Collateral Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a), (C) so long as such sale or other Disposition, if to any Loans other Person that is not a Subsidiary of the Borrower, is an arms’ length Disposition and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that no Core Collateral Failure is continuing after giving effect to such Disposition (provided, that such certification that no Core Collateral Failure is continuing may be given up to 45 days after such Disposition in the case of any Disposition that is not a voluntary Disposition). For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Pledged Slot or Pledged Foreign Gate Leasehold from the Collateral Document that would be applicable pursuant to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (fSection 16(c) of the definition SGR Security Agreement or the equivalent provision of “Permitted Disposition” any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall not constitute a Disposition nor, solely with respect to this clause (y), result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))Collateral.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement Agreement) and there is no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any concurrent pledge such Net Proceeds in clause (i) of Additional the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) the Collateral shall include at least one category of Core Collateral; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, if anythe Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) and the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as [Reserved] and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to such Disposition and any Loans actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, (1) none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, (y) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))16(c) of any SGR Security Agreement or an equivalent provision with a different section reference or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall constitute a Disposition and (2) with respect to any Spare Parts, none of (x) the transfer of possession thereof to the manufacturer thereof or any service provider for testing, overhaul, repairs, maintenance, servicing alterations or modification purposes or to any other Person for transport to the manufacturer thereof or any such servicer provider and any such purpose or for transfer from one location owned or used by the Borrower (or of any other Grantor under a Collateral Document granting a security interest the in the applicable Spare Parts) to another such location, (y) the subjecting of any such Spare Part to an interchange or pooling, exchange, borrowing, maintenance or servicing arrangement or (z) the sale, transfer or exchange between or among the Borrower and its Affiliates to the extent such Persons are Grantors under Collateral Documents granting a security interest in the applicable Spare Parts, shall in any such case, constitute a Disposition.

Disposition of Collateral. Neither Dispose of, whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a Disposition for purposes of this covenant), or agree to do any of the foregoing in respect of the Collateral at any future time, except that the Permitted Dispositions will be permitted at any time and: (a) so long as no Event of Default exists or would result therefrom, the Borrower nor any Grantor shall sell or otherwise may Dispose of any an asset from the Collateral to a Person that is not the Borrower or a Subsidiary of the Borrower (and the applicable schedule shall be modified to reflect such Disposition), provided that (x) after giving effect to such Disposition, the Appraised Value of the remaining Collateral (including, without limitation, as determined by way an Appraisal Report of any Sale all Collateral performed at the time of a Grantor(or within 60 days before) except that such sale or other Disposition shall be permitted satisfy the Collateral Coverage Test, and (y) prior to effecting the Disposition, the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent certifying that, and providing calculations demonstrating that, after giving effect to such Disposition, the Appraised Value of the Collateral shall satisfy the Collateral Coverage Test, and otherwise certifying compliance with this Section 6.05 and attaching to such certificate Appraisal Report of all Collateral used in connection with such Disposition. (b) 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) that (i) in the case of a Permitted Disposition; provided that, so long as any Loans or Letters of Credit are outstanding (other than such as have has been Cash Collateralized or covered by a “back-to-back” letter of credit Disposed in accordance with this Agreement to a Person other than the terms Borrower or a Subsidiary of the Loan Documents)Borrower who has pledged such asset as Collateral, no Core Collateral Failure results therefrom, or (ii) provided is or has become Excluded Property (as defined in the Security Agreement) or (iii) constitutes Cure Collateral, will, in each case, be promptly released, provided, in each case, that upon consummation of any such sale the following conditions are satisfied or other Disposition waived: (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 either (x) after giving effect to such sale or other Disposition (including any deposit release, the Appraised Value of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject shall satisfy the Collateral Coverage Test, (y) the Borrower shall prepay Priority Lien Debt in an amount required to comply with the Collateral Coverage Test, or (z) the Borrower shall deliver to the Administrative Agent Cure Collateral in an Account Control Agreement and amount required to comply with the Collateral Coverage Test (in each case without, for the avoidance of doubt, giving effect to any concurrent pledge of Additional CollateralCollateral Coverage Ratio Cure Period), if any) 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 the Borrower shall deliver to the Administrative Agent an Officer’s Certificate demonstrating compliance with the terms of the Loan Documents), no Core Collateral Failure results from Coverage Test after giving effect to such sale release. The Administrative Agent agrees to promptly provide any documents or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance releases reasonably requested by the Borrower to evidence any such release. (c) To the extent that the Borrower receives any Net Proceeds from a Disposition, such Net Proceeds shall be applied as provided under Section 2.12(b). Notwithstanding anything else to the contrary contained herein or any Guarantor in the other Loan Documents, (x) if the Appraised Value of any requirement the Collateral being Disposed of any would constitute at least 10% of the Appraised Value of (i) the Europe Routes, Europe Slots and Europe Gates, (ii) the Latin American Routes, Latin American Slots and Latin American Gates or (iii) Primary FAA Slots (in each case, to the extent constituting Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition and as determined by an Appraisal of Collateral referred to in clause (dsuch category of Collateral), then such Appraisal shall be performed within 60 days prior to the time of such removal, and (e)(ivy) or (f) for all other Dispositions, any determination of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest Appraised Value of the applicable Collateral Document, and shall be based on the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))most recently available Appraisal Reports.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) provided in the case of any Disposition of Collateral that is not a Permitted Disposition, (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is (1) no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if anyAgreement) and (2) no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) no Core Collateral Failure shall have occurred as a result of such Disposition; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) (1) the Borrower shall comply with its obligations set forth in Section 2.12(a), (2) no Collateral Coverage Ratio Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a) and (3) no Core Collateral Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a), (C) so long such sale or other Disposition, if to any other Person that is not a Subsidiary of the Borrower, is an arms’ length Disposition and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that no Core Collateral Failure shall have occurred as a result of such Disposition. For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Loans Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Pledged Slot or Pledged Foreign Gate Leasehold from the Collateral Document that would be applicable pursuant to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (fSection 16(c) of the definition SGR Security Agreement or the equivalent provision of “Permitted Disposition” any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall not constitute a Disposition nor, solely with respect to this clause (y), result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))Collateral.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Revolving Priority Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, or (ii) provided that upon consummation of any such sale or other Disposition (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if any) 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 sale or other Disposition; provided further that, no Disposition of a Pledged Engine 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”; provided further that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Revolving Priority Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Revolving Priority Collateral from the security interest of the applicable Collateral Document, and the Revolving Priority Collateral subject to such Disposition shall continue to constitute Revolving Priority Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Revolving Priority Collateral pursuant to Section 6.09(c)).

Disposition of Collateral. Neither the Borrower nor any Grantor Dispose of, whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall sell or otherwise Dispose constitute a disposal for purposes of this covenant), any Collateral or agree to do any of the foregoing in respect of the Collateral at any future time, except that: (including, without limitation, by way of a) any Sale of a Grantor) except that such sale or other Permitted Disposition shall be permitted at any time; (ib) so long as no Event of Default exists, the Borrower may replace Collateral with Additional Collateral (and the applicable schedule shall be modified to reflect such replacement), provided that (x) such replacement shall be made on at least a dollar-for-dollar basis based upon (A) in the case of a Permitted Dispositionthe asset being removed from the Collateral, the Appraised Value of such Collateral (as determined by the most recently delivered Appraisal Report with respect to such Collateral) and (B) in the case of the asset being added to the Collateral, the Appraised Value of such asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of such replacement), (y) prior to effecting the replacement, the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate the Appraisal Report required by Section 5.09 and (z) any asset added to the Collateral shall be Eligible Collateral; provided that, and (c) so long as no Event of Default exists or would result therefrom, the Borrower may remove an asset from the Collateral (and the applicable schedule shall be modified to reflect such removal), provided that (x) after giving effect to such removal, the Appraised Value of the remaining Eligible Collateral (as determined by an Appraisal Report of all Collateral performed at (or relatively contemporaneously with) the time of such removal) shall satisfy the Collateral Coverage Test, and (y) prior to effecting the removal, the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Eligible Collateral shall satisfy the Collateral Coverage Test, and otherwise certifying compliance with this Section 6.05 and attaching to such certificate Appraisal Report of all Collateral obtained in connection with such removal. At the Borrower’s request, the Lien on any Loans asset or Letters type or category of Credit are outstanding asset (other than such as have including after-acquired assets of that type or category) that (i) has been Cash Collateralized or covered by a “back-to-back” letter of credit Disposed in accordance with the terms of the Loan Documents), no Core Collateral Failure results therefrom, this Agreement or (ii) provided is or has become Excluded Property (as defined in the SGR Security Agreement), will, in each case, be promptly released, provided, in each case, that upon consummation of any such sale the following conditions are satisfied or other Disposition waived: (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 either (x) after giving effect to such sale or other Disposition (including any deposit release, the Appraised Value of any Net Proceeds received upon consummation thereof in the Eligible Collateral shall satisfy the Collateral Proceeds Account subject Coverage Test, (y) the Borrower shall prepay the Revolving Loans in accordance with ‎Section 2.12(a) (or Cash Collateralize Letters of Credit in accordance with ‎Section 2.02(j)) in an amount required to comply with the Collateral Coverage Test, or (z) the Borrower shall deliver to the Collateral Agent Additional Collateral in an Account Control Agreement and amount required to comply with the Collateral Coverage Test (in each case without, for the avoidance of doubt, giving effect to any concurrent pledge of Additional CollateralCollateral Coverage Ratio Cure Period), if any) 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 the Borrower shall deliver to the Administrative Agent an Officer’s Certificate demonstrating compliance with the terms Collateral Coverage Test after giving effect to such release. Each of the Loan Documents), no Core Administrative Agent and Collateral Failure results from such sale Agent agrees to promptly provide any documents or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance releases reasonably requested by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release evidence any such Collateral pursuant to Section 6.09(c))release.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) provided in the case of any Disposition of Collateral that is not a Permitted Disposition, (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is (1) no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if anyAgreement) and (2) no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in (1) the Borrower shall comply with its obligations set forth in Section 2.12(a), (2) no Collateral Coverage Ratio Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a) and (3) no Core Collateral Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a), (C) so long as such sale or other Disposition, if to any Loans other Person that is not a Subsidiary of the Borrower, is an arms’ length Disposition and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that no Core Collateral Failure is continuing after giving effect to such Disposition (provided, that such certification that no Core Collateral Failure is continuing may be given up to 45 days after such Disposition in the case of any Disposition that is not a voluntary Disposition). For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Pledged Slot or Pledged Foreign Gate Leasehold from the Collateral Document that would be applicable pursuant to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (fSection 16(c) of the definition SGR Security Agreement or the equivalent provision of “Permitted Disposition” any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall not constitute a Disposition nor, solely with respect to this clause (y), result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))Collateral.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition, (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is (1) no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if anyAgreement) and (C2) so long as with respect to any Loans such Disposition that occurs on 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 after the terms of the Loan Documents)Initial Collateral Release Date, there is no Core Collateral Failure results from after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security (1) the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) [Reserved]2) no Collateral Coverage Ratio Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a) and (3) no Core Collateral Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a), (C) such sale or other Disposition; provided , if to any other Person that nothing contained in this Section 6.04 is intended to excuse performance by not a Subsidiary of the Borrower, is an arms’ length Disposition and (D) the Borrower or shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category ofno Core Collateral after giving effect toFailure shall have occurred as a result of such Disposition and any Guarantor of any requirement of any Collateral Document that would be applicable actions taken pursuant to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(ivB)(II) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))above. .

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted Upon (i) the payment in the case of a Permitted Disposition; provided that, 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 full of the Loan Documents), no Core Collateral Failure results therefromRepo Obligations by CMI as permitted or required under the Repo Agreement, or (ii) provided that upon consummation the occurrence of any such sale default beyond the expiration of any applicable notice and cure period under the Plan, the Repo Agreement, the Security Agreement, the RP Security Instruments or other otherwise which gives rise to a right in the Repo Purchaser to foreclose on or otherwise dispose of (or direct the Collateral Agent to do so on its behalf) any or all of the CBO-2 Collateral, the Combined Collateral or the CBO REIT Stock Collateral (a "Disposition (A) no Event of Default shall have occurred and be continuing, (BDefault") the following provisions shall apply: (a) Payment of the Repo Obligations by CMI. In the event that CMI shall pay the Repo Purchaser the Repurchase Price and satisfy all other Repo Obligations owing to the Repo Purchaser as provided for under the Repurchase Agreement, all ownership interests, liens and security interests of the Repo Purchaser shall be terminated, released and removed from all of the CBO-2 Collateral, the CBO-1/Nomura Collateral, and the CBO REIT Stock Collateral Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale and all Proceeds thereof, and from the Collection Account and the New Note Collection Account, and the Repo Purchaser shall take (or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in shall direct the Collateral Proceeds Account subject Agent to an Account Control Agreement take) all actions and any concurrent pledge of Additional Collateralexecute all documents, if any) instruments and (C) so long filings as any Loans or Letters of Credit are outstanding (other than may be required to effectuate 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)termination, no Core Collateral Failure results from such sale or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic removal and release of such Collateral from the ownership interests, liens and security interest interests. Upon such termination, release and removal of all ownership interests, liens and security interests of the applicable Collateral DocumentRepo Purchaser on the CBO-2 Collateral, the CBO-1/Nomura Collateral, and the CBO REIT Stock Collateral subject to such Disposition and all Proceeds thereof, and from the Collection Account and the New Note Collection Account, the Collateral Agent shall continue to constitute Collateral for deliver all purposes of the Loan Documents remaining CBO-2 Collateral, the CBO-1/Nomura Collateral and the CBO REIT Stock Collateral, and dominion and control of the Collection Account and the New Note Collection Account to the IT Collateral Agent, as provided for in Article IV, Section (without prejudice d) above in order to continue the perfection of the liens and security interests of the Note A Indenture Trustee and the Note B Indenture Trustee, respectively, in the CBO-2 Collateral, the CBO-1/Nomura Collateral, and the CBO REIT Stock Collateral and all Proceeds thereof, and on the Collection Account and the New Note Collection Account, which liens and security interests shall thereupon enjoy first-priority status and second-priority status, respectively, in all respects and shall not be subordinate to the ownership interests, liens or security interests of any creditor claiming by, through or under the Repo Purchaser, except as otherwise provided in connection with a Permitted Refinancing, as defined in Article V, Section (d) (ii) above, and as more specifically set forth below. Furthermore, as noted above, upon the Repo Purchaser's receipt of the Repurchase Price and the payment and performance of all other Repo Obligations and the Repo Purchaser's and Collateral Agent's execution of the termination, removal and release documents described above, none of the Repo Purchaser, MLMCI or GACC or any prior holder of any Repo Obligations shall thereafter have any rights, either directly or through the Collateral Agent, in or to the CBO-2 Collateral, the CBO-1/Nomura Collateral, the CBO REIT Stock Collateral or any Proceeds thereof, or in or to the Collection Account or the New Note Collection Account, and the Note A Indenture Trustee and the Note B Indenture Trustee, respectively, shall each be free of any restrictions or conditions imposed by this Agreement, whether pursuant to the forbearance provisions of this Agreement or otherwise, relative to their respective rights, obligations and remedies in connection with the CBO-2 Collateral, the CBO-1/Nomura Collateral, and the CBO REIT Stock Collateral and the Proceeds thereof, and the Collection Account and the New Note Collection Account. Anything in this paragraph to the contrary notwithstanding, in the event that CMI effectuates the payment of the Repo Obligations by means of a Permitted Refinancing (or effectuates a refinancing of a Permitted Refinancing by means of another Permitted Refinancing) the liens and security interests of the Note A Indenture Trustee and the Note B Indenture Trustee on and in the CBO-2 Collateral, the CBO-1/Nomura Collateral, or the CBO-2 REIT Stock Collateral, as applicable, shall remain subordinate to the liens and security interests of the "take out lender" or "successor Repo Purchaser" under such Permitted Refinancing, as expressly provided in this Agreement, but only if and to the extent such take out lender or successor Repo Purchaser succeeds to the rights of the Borrower to release any such Collateral Repo Purchaser pursuant to Section 6.09(c))this Agreement, the Repo Agreement, the Security Agreement, the RP Security Instruments or otherwise with respect to any or all of the CBO-2 Collateral, the CBO-1/Nomura Collateral and the CBO REIT Stock Collateral.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided thatthat (A) the Collateral Coverage Ratio, so long as recalculated by adding the Appraised Value of any Loans or Letters of Credit are outstanding such Additional Collateral and any such Net Proceeds in clause (other than such as have been Cash Collateralized or covered by a “back-to-back” letter of credit in accordance with the terms i) of the Loan Documents)definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no Core (i) less than 2.00 to 1.0 with respect to Collateral Failure results therefrom, secured pursuant to the First Lien SGR Security Agreement or (ii) less than 1.33 to 1.0 with respect to Collateral secured pursuant to the Second Lien SGR Security Agreement and (B) the Borrower promptly provides to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to such Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement); (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no (i) less than 2.00 to 1.0 with respect to Collateral secured pursuant to the First Lien SGR Security Agreement or (ii) less than 1.33 to 1.0 with respect to Collateral secured pursuant to the Second Lien SGR Security Agreement and (y) the Collateral shall include at least one category of Core Collateral; provided that in the case of any concurrent pledge Disposition that is not a voluntary Disposition of Additional CollateralCollateral by the Borrower or such Grantor, if anythe Borrower shall have up to 15 Business Days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) and the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as [Reserved] and (D) the Borrower promptly provides to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to such Disposition and any Loans actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral, in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))16(c) of the SGR Security Agreement or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall constitute a Disposition.

Disposition of Collateral. Neither Each Borrower will safeguard and protect all Collateral in order to, among other things, protect the Agent’s interest therein, and no Borrower nor shall make any Grantor shall sell disposition thereof whether by sale, lease or otherwise Dispose except (a) the sale of Inventory in the ordinary course of business; (b) sale/leaseback transactions relating to which the property that is the subject of any Collateral such transaction was acquired for the purpose thereof within the past 90 days prior to the consummation of the sale/leaseback transaction; (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted c) (i) the sale, lease or other disposition of assets by a Borrower to another Borrower or (ii) the sale, lease or other disposition of assets by a Borrower or any Subsidiary of a Borrower, in each case with respect to this clause (c) only, in the case ordinary course of business, to a Subsidiary of a Permitted Disposition; provided thatBorrower, so as long as any Loans or Letters the transferee of Credit are outstanding such assets is a secured Guarantor hereunder subject to agreements, instruments and other documentation acceptable to Agent in its good faith business judgment; (other than such as have been Cash Collateralized or covered by a “backd) non-to-back” letter exclusive licenses of credit in accordance with the terms intellectual property of the Loan Documents)Borrower and its Subsidiaries in the ordinary course of business; (e) the sale, exchange or other disposition of Cash Equivalents in the ordinary course of business; (f) the termination, surrender or sublease of a real estate lease of the Borrower or any of its Subsidiaries in the ordinary course of business, provided that Borrower shall advise Agent in writing of any termination, surrender or sublease that is material; (g) the disposition or transfer of obsolete and worn-out Equipment or Equipment that is no Core Collateral Failure results therefromlonger used or useful, in each case in the ordinary course of business, during any fiscal year having an aggregate fair market value of not more than $1,500,000 and only to the extent that (i) the proceeds of any such disposition are used or allocated, and in fact are subsequently used, to acquire replacement Equipment which is subject to Agent’s First-Priority Interest or Second-Priority Interest, as the case may be, or (ii) provided the proceeds of which are remitted to Agent to be applied pursuant to Section 2.21; (h) the disposition of Collateral pursuant to the Intercreditor Agreement; (i) dispositions of accounts receivable and related assets under the Securitization Documents; (j) the disposition that upon consummation will occur as a result of any such sale or other the Holdings Merger; and (k) the C▇▇▇ Disposition (A) no Event any of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio foregoing is no less than 1.0 referred to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if any) and (C) so long herein 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 Permitted Disposition”). 13. Section 4.5 of the Loan Documents), no Core Collateral Failure results from such sale or other Disposition; provided that nothing contained Agreement is hereby deleted in this Section 6.04 its entirety and in its stead is intended to excuse performance by inserted the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)).following:

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement Agreement) and there is no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any concurrent pledge such Net Proceeds in clause (i) of Additional the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) the Collateral shall include at least one category of Core Collateral; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, if anythe Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) and the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as [Reserved] and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to such Disposition and any Loans actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, (1) none of (v) the reduction of the frequency of flight operations over any Scheduled Service or Letters other scheduled service, (w) the suspension or cancellation of Credit are outstanding any Scheduled Service or other scheduled service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot or Pledged Gate Leasehold in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Pledged Gate Leasehold, (y) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))17 of the Slot Security Agreement or an equivalent provision with a different section reference or the equivalent provision of any SGR Security Agreement or any other Collateral Document relating to such Pledged Slot or Pledged Gate Leasehold, as applicable, shall constitute a Disposition and (2) with respect to any Spare Parts, none of (x) the transfer of possession thereof to the manufacturer thereof or any service provider for testing, overhaul, repairs, maintenance, servicing alterations or modification purposes or to any other Person for transport to the manufacturer thereof or any such servicer provider and any such purpose or for transfer from one location owned or used by the Borrower (or of any other Grantor under a Collateral Document granting a security interest the in the applicable Spare Parts) to another such location, (y) the subjecting of any such Spare Part to an interchange or pooling, exchange, borrowing, maintenance or servicing arrangement or (z) the sale, transfer or exchange between or among the Borrower and its Affiliates to the extent such Persons are Grantors under Collateral Documents granting a security interest in the applicable Spare Parts, shall in any such case, constitute a Disposition.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if anyAgreement) and (2) with respect to any such Disposition that occurs on or after the Initial Collateral Release Date, there is no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) the Collateral shall include at least one category of Core Collateral; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as [Reserved] and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to such Disposition and any Loans actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or Letters cancellation of Credit are outstanding any Scheduled Service, (other than such as have been Cash Collateralized x) the expiration, termination or covered by a “back-to-back” letter suspension of credit any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot, Pledged Foreign Gate Leasehold or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))16(c) of the SGR Security Agreement or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall constitute a Disposition.

Disposition of Collateral. Neither (a) In the Borrower nor any Grantor shall sell or otherwise Dispose event a written certification is delivered by Pledgor to the Collateral Agent to the effect that a mandatory prepayment of any Collateral the Note is required pursuant to Section 3 of the Note (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 Pledgor Prepayment Disbursement Request”), together with a certification by Pledgor that it contemporaneously delivered a copy of credit such Pledgor Prepayment Disbursement Request to the Holders (care of WMF) in accordance with Section 10 hereof, the terms Collateral Agent shall liquidate all Investments and pay to Holders all amounts then contained in the Cash Collateral Account. Upon receipt of a Pledgor Prepayment Disbursement Request, the Collateral Agent shall instruct the Bank to make such payment, on the date specified in such Pledgor Prepayment Disbursement Request (but not earlier than the Business Day following receipt of such request by the Collateral Agent), to the Holders by wire transfer of immediately available funds, for application to the principal of, and premium, if any, and accrued interest on, the Note and all other Obligations in such order and to such account(s) as the Holders may decide. (b) Any Holder may deliver to the Collateral Agent a written notice which notifies the Collateral Agent of the Loan Documentsacceleration of the principal and interest under the Note in question (an “Initial Acceleration Notice”), no Core which notice shall specify that an Event of Default has occurred and is continuing, that the Note of such Holder has been accelerated and the aggregate amount then due and owing under the Note and the other Obligations held by such Holder, together with a certification by such Holder that it contemporaneously delivered a copy of such Initial Acceleration Notice to the Pledgor and to all of the other Holders, if any. Within 5 Business Days following the date on which such Initial Acceleration Notice is delived to the Collateral Failure results therefromAgent, or each other Holder may deliver to the Collateral Agent and to Pledgor written notice (iithe “Other Acceleration Notices” and, together with the Initial Acceleration Notice, each, an “Acceleration Notice” and, collectively, the “Acceleration Notices”) provided specifying that upon consummation an Event of Default has occurred and is continuing, that the Note of such Holder has been accelerated and the aggregate amount then due and owing with respect to the Note and other Obligations held by such Holder. Promptly after receipt of any Acceleration Notice from any Holder, the Collateral Agent shall liquidate the requisite amount of Investments and pay from the Collateral to the Holder the amounts set forth in such Acceleration Notice. Upon receipt of any such sale or other Disposition funds, each Holder shall be entitled to apply such funds to the Obligations in such order as such Holder may elect in its discretion. (Ac) no Event of Default shall have occurred and be continuing, (B) Upon receipt by the Collateral Coverage Ratio is no less Agent of a joint notice (the “Transaction Release Notice”) from the Pledgor and the Holders to the effect that the Release Conditions (as defined in Section 19 below) have been satisfied, which notice shall state the amount to be released from the Cash Collateral Account, the Collateral Agent shall liquidate the requisite amount of Investments and release the amount specified in such notice from the Cash Collateral Account to the Pledgor. If agreed by the Pledgor and the Holders, more than 1.0 to 1.0 after giving effect to such sale or other Disposition (including any deposit one Transaction Release Notice may be given, in which case the Collateral Agent shall liquidate the requisite amount of Investments and release upon receipt of any Net Proceeds received upon consummation thereof such notice so much of the funds in the Cash Collateral Proceeds Account subject to an Account Control Agreement as shall be specified in each such notice. (d) Upon the indefeasible payment in full in cash of all principal, interest and any concurrent pledge of Additional Collateralother Obligations, if any, due and owing under the Note and the other Investment Documents, Pledgor shall be entitled to release of the Collateral. In such case, Pledgor may provide written notice (the “Release Request Notice”) to the Collateral Agent, together with a certification by Pledgor that a copy of the Release Request Notice has been delivered to each Holder requesting that all remaining Collateral be released and stating the basis for such release. If the Release Request Notice is received by the Collateral Agent while all principal, interest and other Obligations, if any, due and owing under the Note and the other Investment Documents have not been indefeasibly paid in full in cash, then any Holder may provide the Collateral Agent with a written notice to that effect (C) so long as the “Counter Release Request Notice”), instructing the Collateral Agent not to release the Collateral. If at any Loans or Letters time following the sending of Credit are outstanding (a Counter Release Request Notice by any Holder, such Person shall have received indefeasible payment in full in cash under such Person’s Note and all other than Obligations owing to such as Person have been Cash Collateralized or covered paid and performed in full, such Person shall promptly rescind in writing the Counter Release Request Notice which it previously sent to the Collateral Agent. In the event that a Counter Release Request Notice shall have been received by a “back-to-back” letter of credit in accordance with the terms Collateral Agent as set forth above, within 2 Business Days following the receipt by the Collateral Agent of the Loan Documents)Release Request Notice and shall not thereafter be rescinded by all Holders, no Core then the Collateral Failure results Agent shall not pay from such sale or other Disposition; provided that nothing contained the Collateral the amounts requested by Pledgor to be released to it in this the Release Request Notice, but instead shall hold the Collateral specified in the Counter Release Request Notices until it receives a Final Determination (as defined in Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv6(e) or (fbelow) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower applicable parties with respect to release any such Collateral pursuant directing payment of such Collateral. Upon receipt of a Final Determination with respect to Section 6.09(c))any portion of the Collateral, the Collateral Agent shall pay such Collateral in accordance with such Final Determination. If the Collateral Agent does not receive a Counter Release Request Notice within 2 Business Days following the receipt by the Collateral Agent of the Release Request Notice, the Collateral Agent shall promptly pay from the Collateral to Pledgor the amount of such Collateral set forth on the Release Request Notice in the manner specified in such notice.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition, (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) the either (I) there is (1) no Collateral Coverage Ratio is no less than 1.0 to 1.0 Failure after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if anyAgreement) and (C2) so long as with respect to any Loans such Disposition that occurs on 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 after the terms of the Loan Documents)Initial Collateral Release Date, there is no Core Collateral Failure results after giving effect to such Disposition; (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, (x) the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (i) of the definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, shall be no less than 1.6 to 1.0 and (y) the Collateral shall include at least one category of no Core Collateral Failure shall have occurred as a result of such Disposition; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) (1) the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) [Reserved]2) no Collateral Coverage Ratio Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a) and (3) no Core Collateral Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a), (C) such sale or other Disposition; provided , if to any other Person that nothing contained in this Section 6.04 is intended to excuse performance by not a Subsidiary of the Borrower, is an arms’ length Disposition and (D) the Borrower or shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category ofno Core Collateral after giving effect toFailure shall have occurred as a result of such Disposition and any Guarantor of any requirement of any Collateral Document that would be applicable actions taken pursuant to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(ivB)(II) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))above. .

Disposition of Collateral. Neither the Borrower nor any Grantor Dispose of, whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall sell or otherwise Dispose constitute a disposal for purposes of this covenant), any Collateral or agree to do any of the foregoing in respect of the Collateral at any future time, except that: (including, without limitation, by way of a) any Sale of a Grantor) except that such sale or other Permitted Disposition shall be permitted at any time; (ib) so long as no Event of Default exists, the Borrower may replace Collateral with Additional Collateral (and the applicable schedule shall be modified to reflect such replacement), provided that (x) such replacement shall be made on at least a dollar-for-dollar basis based upon (A) in the case of a Permitted Dispositionthe asset being removed from the Collateral, the Appraised Value of such Collateral (as determined by the most recently delivered Appraisal Report with respect to such Collateral) and (B) in the case of the asset being added to the Collateral, the Appraised Value of such asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of such replacement), (y) prior to effecting the replacement, the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate the Appraisal Report required by Section 5.09 and (z) any asset added to the Collateral shall be Eligible Collateral; provided that, and (c) so long as no Event of Default exists or would result therefrom, the Borrower may remove an asset from the Collateral (and the applicable schedule shall be modified to reflect such removal), provided that (x) after giving effect to such removal, the Appraised Value of the remaining Eligible Collateral (as determined by an Appraisal Report of all Collateral performed at (or relatively contemporaneously with) the time of such removal) shall satisfy the Collateral Coverage Test, and (y) prior to effecting the removal, the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Eligible Collateral shall satisfy the Collateral Coverage Test, and otherwise certifying compliance with this Section 6.05 and attaching to such certificate Appraisal Report of all Collateral obtained in connection with such removal. At the Borrower’s request, the Lien on any Loans asset or Letters type or category of Credit are outstanding asset (other than such as have including after-acquired assets of that type or category) that (i) has been Cash Collateralized or covered by a “back-to-back” letter of credit Disposed in accordance with the terms of the Loan Documents), no Core Collateral Failure results therefrom, this Agreement or (ii) provided is or has become Excluded Property (as defined in the SGR Security Agreement), will, in each case, be promptly released, provided, in each case, that upon consummation of any such sale the following conditions are satisfied or other Disposition waived: (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 either (x) after giving effect to such sale or other Disposition (including any deposit release, the Appraised Value of any Net Proceeds received upon consummation thereof in the Eligible Collateral shall satisfy the Collateral Proceeds Account subject Coverage Test, (y) the Borrower shall prepay the Revolving Loans in accordance with Section 2.12(a) (or Cash Collateralize Letters of Credit in accordance with Section 2.02(j)) in an amount required to comply with the Collateral Coverage Test, or (z) the Borrower shall deliver to the Collateral Agent Additional Collateral in an Account Control Agreement and amount required to comply with the Collateral Coverage Test (in each case without, for the avoidance of doubt, giving effect to any concurrent pledge of Additional CollateralCollateral Coverage Ratio Cure Period), if any) 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 the Borrower shall deliver to the Administrative Agent an Officer’s Certificate demonstrating compliance with the terms Collateral Coverage Test after giving effect to such release. Each of the Loan Documents), no Core Administrative Agent and Collateral Failure results from such sale Agent agrees to promptly provide any documents or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance releases reasonably requested by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release evidence any such Collateral pursuant to Section 6.09(c))release.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) either (I) the Collateral Coverage Ratio is no not less than 1.0 1.6 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement Agreement); (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest on additional assets pledged as Additional Collateral to secure the Obligations and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any concurrent pledge such Net Proceeds in clause (i) of Additional Collateralthe definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, if anyshall be no less than 1.6 to 1.0; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II) and or (III) the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as with respect to any Loans voluntary Disposition of Collateral consisting of Pledged Route Authorities, Pledged Slots utilized by the Borrower to provide any Scheduled Service or Letters Pledged Foreign Gate Leaseholds necessary for the Borrower to provide any Scheduled Service that is not a Permitted Disposition, the Borrower shall have received the prior written consent of Credit are outstanding the Required Lenders and (other than D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio giving effect to such as have been Cash Collateralized Disposition and any actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or covered by a “back-to-back” letter cancellation of credit any Scheduled Service, (x) the expiration, termination or suspension of any Pledged Route Authority, Pledged Slot or Pledged Foreign Gate Leasehold in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Pledged Foreign Gate Leasehold, as applicable, and (y) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))16(c) of the SGR Security Agreement or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold, as applicable, shall constitute a Disposition.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) provided that upon consummation of any such sale or other Disposition (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 1.6 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if any) and (C) so long as any Loans or Letters of Credit are outstanding (other than such as have been Cash Collateralized or covered by the Borrower shall promptly provide to the Administrative Agent a “back-to-back” letter of credit in accordance with Collateral Coverage Ratio Certificate calculating the terms of the Loan Documents), no Core Collateral Failure results from Coverage Ratio after giving effect to such sale or other DispositionDisposition (including any pledge of Additional Collateral and/or prepayment of Loans, if any); provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)).

Disposition of Collateral. (a) Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of (i) a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) any other Disposition or sale of Collateral (other than Intellectual Property), provided that upon consummation of any such sale or other Disposition or sale of Collateral contemplated in this clause (ii), (A) no Event of Default shall have occurred and be continuing, (B) the Collateral Coverage Ratio is no less than 1.0 1.6 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional CollateralDisposition, if any) 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 sale or other DispositionDisposition (after giving effect to any pledge of Qualified Replacement Assets, if any) (D) with respect to a Disposition or sale of Pledged Slots, complies with the requirements of Section 6.09(b) and (E) all Net Proceeds of such sale or other Disposition are deposited into the Collateral Proceeds Account; provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)). (b) Any sale or Disposition of any Pledged Slots (other than a Permitted Disposition) shall be (A) for cash consideration for Fair Market Value, (B) to an airline that is not an Affiliate 1006028216v17 of the Borrower or any of its Subsidiaries and (C) made in connection with a transaction or series of transactions that is not, and does not have the effect of, a sale and leaseback transaction with respect to such Pledged Slots.

Disposition of Collateral. Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other any Disposition shall be permitted (i) in the case of a Permitted Disposition; provided that, 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 therefrom, Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such sale or other Disposition (A) Disposition, no Event of Default shall have occurred and be continuing, (B) either (I) the Collateral Coverage Ratio is no not less than 1.0 1.6 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement Agreement); (II) the Borrower shall (1) grant (or cause another Grantor to grant) a security interest on additional assets pledged as Additional Collateral to secure the Obligations and/or (2) prepay or cause to be prepaid the Loans and (if required by its terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any concurrent pledge such Net Proceeds in clause (i) of Additional Collateralthe definition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) of the definition of Collateral Coverage Ratio, if anyshall be no less than 1.6 to 1.0; provided that in the case of any Disposition that is not a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II) and or (III) the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) so long as with respect to any Loans voluntary Disposition of Collateral consisting of Pledged Route Authorities, Pledged Slots or Letters Pledged Foreign Gate Leaseholds that is not a Permitted Disposition, the Borrower shall have received the prior written consent of Credit are outstanding the Required Lenders and (other than D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio giving effect to such as have been Cash Collateralized Disposition and any actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, none of (w) the reduction of the frequency of flight operations over any Scheduled Service, (x) the suspension or covered by a “back-to-back” letter cancellation of credit any Scheduled Service, (y) the expiration of any Pledged Route Authority, Pledged Slot or Pledged Foreign Gate Leasehold in accordance with the terms of under which the Loan Documents)applicable Grantor was granted such Pledged Route Authority, no Core Collateral Failure results from such sale Pledged Slot or other Disposition; provided that nothing contained in this Section 6.04 is intended to excuse performance by Pledged Foreign Gate Leasehold, as applicable, and (z) the Borrower or any Guarantor release of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d), (e)(iv) Pledged Slot or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral Pledged Foreign Gate Leasehold from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c))16(c) of the SGR Security Agreement or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold, as applicable, shall constitute a Disposition.