Common use of Application of Net Cash Proceeds Clause in Contracts

Application of Net Cash Proceeds. Any Net Cash Proceeds received by Borrower or any other Credit Party or the Administrative Agent under any Loan Document (except as otherwise expressly provided herein or therein) shall be applied pursuant to Section 1.3; provided, however, that, in the event Borrower has elected to deposit such Net Cash Proceeds in the Cash Collateral Account in accordance with Section 1.2(b)(ii): (i) upon any Asset Sale of Collateral included in the Term A Borrowing Base, the Administrative Agent shall (A) upon receipt of a Borrowing Base Certificate prior to the Prepayment Date that includes one or more assets (the "Replacement Borrowing Base Assets" and which, other than in the case of Aircraft or Engines, may consist of any type of asset eligible to be included in the Term A Borrowing Base and, in the case of Aircraft or Engines, shall consist of Additional Aircraft or Additional Engines, as the case may be) replacing the asset or assets (the "Original Borrowing Base Assets") giving rise to such Net Cash Proceeds, release to Borrower an amount equal to (1) such Net Cash Proceeds minus (2) the amount, if any, by which (x) the Allocated Amount for the Original Borrowing Base Assets exceeds (y) the Allocated Amount for the Replacement Borrowing Base Assets and (B) on the earlier of (1) the election by the Administrative Agent, the Requisite Term A Lenders, the Requisite Term B Lenders or the Requisite Term C Lenders following the occurrence of any Event of Default and (2) the Prepayment Date, apply the balance of such Net Cash Proceeds pursuant to Section 1.3; (ii) upon a Reinvestment Event, all or a portion of such Net Cash Proceeds, as specified in a Reinvestment Notice, shall be used to acquire or construct Permitted Reinvestment Collateral (the "Reinvestment Deferred Amount") and such Reinvestment Deferred Amount shall, within five (5) Business Days of delivery of a Reinvestment Release Request, be released to Borrower to acquire or construct such Permitted Reinvestment Collateral until the Reinvestment Prepayment Date corresponding thereto, on which date the remaining Net Cash Proceeds, if any, shall be applied pursuant to Section 1.3; (iii) upon a Property Loss Event involving any Aircraft or Engines, Borrower shall comply with the applicable notice provisions and requirements for Replacement Aircraft or Replacement Engines as set forth in the Aircraft Mortgage; and (iv) upon a Property Loss Event involving any Real Estate subject to a Mortgage, Borrower shall comply with the applicable provisions and requirements set forth in such Mortgage.

Application of Net Cash Proceeds. Any Net Cash Proceeds received by Borrower or any other Credit Party or the Administrative Agent under any Loan Document (except as otherwise expressly provided herein or therein) shall be applied pursuant to Section 1.3; provided, however, that, in the event Borrower has elected to deposit such Net Cash Proceeds in the Cash Collateral Account in accordance with Section 1.2(b)(ii): (i) upon any Asset Sale of Collateral included in the Term A Borrowing Base, the Administrative Agent shall (A) upon receipt of a Borrowing Base Certificate prior to the Prepayment Date that includes one or more assets (the "“Replacement Borrowing Base Assets" ” and which, other than in the case of Aircraft or Engines, may consist of any type of asset eligible to be included in the Term A Borrowing Base and, in the case of Aircraft or Engines, shall consist of Additional Aircraft or Additional Engines, as the case may be) replacing the asset or assets (the "“Original Borrowing Base Assets"”) giving rise to such Net Cash Proceeds, release to Borrower an amount equal to (1) such Net Cash Proceeds minus (2) the amount, if any, by which (x) the Allocated Amount for the Original Borrowing Base Assets exceeds (y) the Allocated Amount for the Replacement Borrowing Base Assets and (B) on the earlier of (1) the election by the Administrative Agent, the Requisite Term A Lenders, the Requisite Term B Lenders or the Requisite Term C Lenders following the occurrence of any Event of Default and (2) the Prepayment Date, apply the balance of such Net Cash Proceeds pursuant to Section 1.3; (ii) upon a Reinvestment Event, all or a portion of such Net Cash Proceeds, as specified in a Reinvestment Notice, shall be used to acquire or construct Permitted Reinvestment Collateral (the "“Reinvestment Deferred Amount"”) and such Reinvestment Deferred Amount shall, within five (5) Business Days of delivery of a Reinvestment Release Request, be released to Borrower to acquire or construct such Permitted Reinvestment Collateral until the Reinvestment Prepayment Date corresponding thereto, on which date the remaining Net Cash Proceeds, if any, shall be applied pursuant to Section 1.3; (iii) upon a Property Loss Event involving any Aircraft or Engines, Borrower shall comply with the applicable notice provisions and requirements for Replacement Aircraft or Replacement Engines as set forth in the Aircraft Mortgage; and (iv) upon a Property Loss Event involving any Real Estate subject to a Mortgage, Borrower shall comply with the applicable provisions and requirements set forth in such Mortgage.

Application of Net Cash Proceeds. Any Net Cash Proceeds received by Borrower or any other Credit Party or the Administrative Collateral Agent under any Loan Document (except as otherwise expressly provided herein or therein) shall be applied as follows: FIRST, to Fees and reimbursable expenses of Agents then due and payable pursuant to Section 1.3any of the Loan Documents; providedSECOND, howeverto Fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; THIRD, to interest then due and payable on the Term Loan; FOURTH, to prepay the remaining scheduled principal installments of the Term Loan on a PRO RATA basis, until the Term Loan shall have been paid in full; FIFTH, to all other Obligations then due and payable to the Term Lenders; SIXTH, to interest then due and payable on the Swing Line Loan; SEVENTH, to the principal balance of the Swing Line Loan until the same has been repaid in full; EIGHTH, to interest then due and payable on the Revolving Credit Advances; NINTH, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; TENTH, to provide cash collateral for any Letter of Credit Obligations until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in ANNEX B; and ELEVENTH, to all other Obligations then due and payable to the Revolving Lenders; PROVIDED, that, in the event Borrower has elected to deposit such Net Cash Proceeds in the Term Loan Cash Collateral Account in accordance with Section 1.2(b)(iiSECTION 1.3(B)(III): (i) upon any Asset Sale of Term Loan Collateral included in the Term A Loan Borrowing Base, the Term Loan Administrative Agent shall, and shall direct Collateral Agent to, (A) upon receipt of a Borrowing Base Certificate prior to the Prepayment Date that includes one or more assets (the "Replacement Borrowing Base AssetsREPLACEMENT BORROWING BASE ASSETS" and which, other than in the case of Aircraft or Engines, may consist of any type of asset eligible to be included in the Term A Loan Borrowing Base and, in the case of Aircraft or Engines, shall consist of Additional Aircraft or Additional Engines, as the case may be) replacing the asset or assets (the "Original Borrowing Base AssetsORIGINAL BORROWING BASE ASSETS") giving rise to such Net Cash Proceeds, release to Borrower an amount equal to (1) such Net Cash Proceeds minus (2) the amount, if any, by which (x) the Allocated Amount for the Original Borrowing Base Assets exceeds (y) the Allocated Amount for the Replacement Borrowing Base Assets and (B) on the earlier of (1) the election by the Administrative Agent, the Requisite Term A Lenders, the Requisite Term B Lenders or the Requisite Term C Lenders following the occurrence issuance of any Event Notice of Actionable Default and (2) the Prepayment Date, apply the balance of such Net Cash Proceeds pursuant to Section 1.3CLAUSES FIRST through ELEVENTH above; (ii) upon a Reinvestment Event, all or a portion of such Net Cash Proceeds, as specified in a Reinvestment Notice, shall be used to acquire or construct Permitted Reinvestment Collateral (the "Reinvestment Deferred AmountREINVESTMENT DEFERRED AMOUNT") and such Reinvestment Deferred Amount shall, within five (5) Business Days of delivery of a Reinvestment Release Request, be released to Borrower to acquire or construct such Permitted Reinvestment Collateral until the Reinvestment Prepayment Date corresponding thereto, on which date the remaining Net Cash Proceeds, if any, shall be applied pursuant to Section 1.3CLAUSES FIRST through ELEVENTH above; (iii) upon a Property Loss Event involving any Aircraft or Engines, Borrower shall comply with the applicable notice provisions and requirements for Replacement Aircraft or Replacement Engines as set forth in the Aircraft MortgageMortgages; and (iv) upon a Property Loss Event involving any Real Estate subject to a Mortgage, Borrower shall comply with the applicable provisions and requirements set forth in such Mortgage.