Common use of Mandatory Prepayment; Commitment Termination Clause in Contracts

Mandatory Prepayment; Commitment Termination. (a) Within three (3) Business Days of the Borrower or any Guarantor receiving any Net Cash Proceeds as a result of an Asset Sale or Recovery Event (including, without limitation, an Event of Loss concerning an Airframe, Engine, Spare Engine or Spare Parts), the Borrower or such Guarantor shall, if the Borrower shall not be in compliance with Section 6.06(a) on the date such Net Cash Proceeds are received, deposit such received Net Cash Proceeds (solely to the extent necessary to maintain compliance with Section 6.06) into an account that is maintained with the Administrative Agent or First Lien Administrative Agent for such purpose and subject to a Full Control Agreement; provided that (i) in the case of the Net Cash Proceeds of any Event of Loss so deposited and involving an Airframe, Engine or Spare Engine, the Borrower shall be permitted to use such Net Cash Proceeds to replace such Airframe, Engine or Spare Engine, as the case may be, with a Replacement Airframe or Replacement Engine, as the case may be, in accordance with the requirements of the First Lien Aircraft Mortgage, with such Replacement Airframe or Replacement Engine to be subject to the Lien of the Collateral Agent for the benefit of the First Priority Secured Parties pursuant to the First Lien Aircraft Mortgage and otherwise satisfying the requirements of the First Lien Aircraft Mortgage at the time of (or substantially simultaneously with) the release of such Net Cash Proceeds, (ii) in the case of Net Cash Proceeds of any Recovery Event (other than Net Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use such Net Cash Proceeds to repair or replace the assets which are the subject of such Recovery Event with comparable assets, (iii) in the case of any Net Cash Proceeds of any Asset Sale so deposited, the Borrower may use such Net Cash Proceeds to replace the assets which are the subject of such Asset Sale with comparable assets within 365 days after such deposit is made, (iv) all such Net Cash Proceeds shall be subject to release as provided in Section 6.06(c) or, at the option of the Borrower at any time, may be applied in accordance with the requirements of Section 2.10(b), and (v) upon the occurrence of an Event of Default, the amount of any such deposit may be applied, subject to the Intercreditor Agreement, by the Administrative Agent in accordance with Section 2.10(b)), provided that any release of Net Cash Proceeds pursuant to clause (iii) of this Section shall be conditioned on the Borrower being in compliance with Section 6.06(a), after giving effect thereto (it being understood that the failure to be in compliance with Section 6.06(a) shall not prevent the release of any Net Cash Proceeds in connection with any repair or replacement of assets permitted hereunder so long as no decrease in the Total Collateral Coverage Ratio will result therefrom). (b) Amounts to be applied in connection with prepayments made pursuant to this Section 2.10 shall, subject to the Intercreditor Agreement, be applied to the prepayment of the Second Lien Term Loans on a pro rata basis. The application of any prepayment pursuant to this Section 2.10 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. (c) The Second Lien Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date. Upon the Termination Date, the Borrower shall repay the Loans in full. (d) All prepayments under this Section 2.10 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Section 2.13 and 2.17 hereof. Any prepayments of the Second Lien Term Loans under this Section 2.10 shall be applied pro rata to the remaining scheduled amortization payments set forth in Section 2.09(a).

Mandatory Prepayment; Commitment Termination. (a) Within three (3) Business Days of the Borrower or any Guarantor receiving any Net Cash Proceeds as a result of an Asset Sale or Recovery Event (including, without limitation, an Event of Loss concerning an Airframe, Engine, Spare Engine or Spare Parts), the Borrower or such Guarantor shall, if the Borrower shall not be in compliance with Section 6.06(a) or 6.06(b) on the date such Net Cash Proceeds are received, deposit such received Net Cash Proceeds (solely to the extent necessary to maintain compliance with Section 6.066.06(a) and (b)) into an account that is maintained with the Administrative Agent or First Lien Administrative Agent for such purpose and subject to a Full Control Agreement; provided that (i) in the case of the Net Cash Proceeds of any Event of Loss so deposited and involving an Airframe, Engine or Spare Engine, the Borrower shall be permitted to use such Net Cash Proceeds to replace such Airframe, Engine or Spare Engine, as the case may be, with a Replacement Airframe or Replacement Engine, as the case may be, in accordance with the requirements of the First Lien Aircraft Mortgage, with such Replacement Airframe or Replacement Engine to be subject to the Lien of the Collateral Agent for the benefit of the First Priority Secured Parties pursuant to the First Lien Aircraft Mortgage and otherwise satisfying the requirements of the First Lien Aircraft Mortgage at the time of (or substantially simultaneously with) the release of such Net Cash Proceeds, (ii) in the case of Net Cash Proceeds of any Recovery Event (other than Net Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use such Net Cash Proceeds to repair or replace the assets which are the subject of such Recovery Event with comparable assets, (iii) in the case of any Net Cash Proceeds of any Asset Sale so deposited, the Borrower may use such Net Cash Proceeds to replace the assets which are the subject of such Asset Sale with comparable assets within 365 days after such deposit is made, (iv) all such Net Cash Proceeds shall be subject to release as provided in Section 6.06(c6.06(d) or, at the option of the Borrower at any time, may be applied in accordance with the requirements of Section 2.10(b2.12(b), and (v) upon the occurrence of an Event of Default, the amount of any such deposit may be applied, subject to the Intercreditor Agreement, by the Administrative Agent in accordance with Section 2.10(b2.12(b)), provided that any release of Net Cash Proceeds pursuant to clause (iii) of this Section shall be conditioned on the Borrower being in compliance with Section 6.06(a) and 6.06(b), after giving effect thereto (it being understood that the failure to be in compliance with Section 6.06(a) or 6.06(b) shall not prevent the release of any Net Cash Proceeds in connection with any repair or replacement of assets permitted hereunder so long as no decrease in the Total either Collateral Coverage Ratio will result therefrom). (b) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.10 shall2.12 shall be applied, first, to the permanent prepayment of the Credit-Linked Deposit Loans (with a corresponding reduction in the Total Credit-Linked Deposit) on a pro rata basis (it being understood that such payments shall be delivered to the Credit-Linked Deposit Lenders on a pro rata basis and that, notwithstanding anything to the contrary contained in Section 2.10(a), there shall be no ability to reborrow amounts prepaid pursuant to this Section 2.12), second, to the permanent reduction of the Total Credit-Linked Deposit in an amount equal to the Excess Credit-Linked Deposits (with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit Lenders on a pro rata basis), third, to the reallocation of Credit-Linked Deposit Letters of Credit as Revolving Letters of Credit (subject to the satisfaction of the conditions to borrowing set forth herein) in an amount equal to the lesser of (x) the Revolving Letter of Credit Available Amount and (y) the Credit-Linked Deposit Letters of Credit outstanding prior to giving effect to any such reallocation (any such reallocation to be accompanied by a corresponding permanent reduction in the Credit-Linked Deposit, with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit Lenders on a pro rata basis), fourth, to Cash Collateralize the outstanding Credit-Linked Deposit LC Exposure (any such Cash Collateralization to be accompanied by a corresponding permanent reduction in the Credit-Linked Deposit in an amount equal to the Credit-Linked Deposit LC Exposure so collateralized and a return of Credit-Linked Deposits equal to such amount to the Credit-Linked Deposit Lenders on a pro rata basis), fifth, subject to the Intercreditor Agreement, be applied to the prepayment of the Second Lien Term Revolving Loans on a pro rata basisbasis (any such prepayment to be accompanied by a corresponding permanent reduction in the Revolving Commitments) and, sixth, subject to the Intercreditor Agreement, to Cash Collateralize the outstanding Revolving LC Exposure, after giving effect to the reallocation described above (any such Cash Collateralization to be accompanied by a permanent reduction in the Revolving Commitments in an amount equal to the Revolving LC Exposure so collateralized; such reduction (or any part thereof, as applicable) to be effective upon any release or application of such cash collateral in an amount equal to the amount so released or applied). The application of any prepayment pursuant to this Section 2.10 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. (c) The Second Lien Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date. Upon the Termination Date, the Commitments shall be terminated in full and the Borrower shall repay the Loans in fullfull and, except as the Administrative Agent may otherwise agree in writing, if any Letter of Credit remains outstanding, provide Cash Collateralization for such Letter of Credit. (d) All prepayments under this Section 2.10 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Section 2.13 2.15 and 2.17 2.19 hereof. Any prepayments of the Second Lien Term Loans under this Section 2.10 shall be applied pro rata to the remaining scheduled amortization payments set forth in Section 2.09(a).

Mandatory Prepayment; Commitment Termination. (a) Within three (3) Business Days of the Borrower or any Guarantor receiving any Net Cash Proceeds net cash proceeds of an insurance claim, indemnity payments or other amounts received as a the result of an Asset Sale or Recovery Event (including, without limitation, an Event of Loss (as defined in the Aircraft Mortgage) concerning an Airframe, Engine, Spare Engine or Spare PartsAirframe (as defined in the Aircraft Mortgage), the Borrower or such Guarantor shall, if the Borrower shall not be in compliance with Section 6.06(a) on the date deposit an amount equal to 100% of such Net Cash Proceeds are received, deposit such received Net Cash Proceeds (solely to the extent necessary to maintain compliance with Section 6.06) net cash proceeds into an account that is maintained with the Administrative Paying Agent or First Lien Administrative Agent for such purpose and subject to a Full Control Agreement; provided that (i) in the case of the Net Cash Proceeds of any Event of Loss so deposited and involving an Airframe, Engine or Spare Engine, which the Borrower shall be permitted to may use such Net Cash Proceeds to replace such Airframe, Engine or Spare Engine, as the case may be, with a Replacement Airframe or Replacement Engine, as the case may be, in accordance with the requirements of the First Lien Aircraft Mortgage, with such Replacement Airframe or Replacement Engine to be subject to the Lien of the Collateral Agent for the benefit of the First Priority Secured Parties pursuant to the First Lien Aircraft Mortgage and otherwise satisfying the requirements of the First Lien Aircraft Mortgage at the time of (or substantially simultaneously with) the release of such Net Cash Proceeds, (ii) in the case of Net Cash Proceeds of any Recovery Event (other than Net Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use such Net Cash Proceeds to repair or replace the assets which are the subject of such Recovery Event with comparable assets, (iii) in the case of any Net Cash Proceeds of any Asset Sale so deposited, the Borrower may use such Net Cash Proceeds to replace the assets which are the subject of such Asset Sale with comparable assets within 365 days after such deposit is made, (iv) all such Net Cash Proceeds shall be subject to release as provided in Section 6.06(c) or, at the option of the Borrower at any time, may be applied in accordance with the requirements of Section 2.10(b), and (v) that upon the occurrence of an Event of DefaultDefault prior to the use of such deposit for such purpose, the amount of any such deposit may be applied, subject applied by the Paying Agent to the Intercreditor Agreement, by prepayment of the Administrative Agent in accordance with Section 2.10(b)), provided that any release of Net Cash Proceeds pursuant to clause (iii) of this Section shall be conditioned on the Borrower being in compliance with Section 6.06(a), after giving effect thereto (it being understood that the failure to be in compliance with Section 6.06(a) shall not prevent the release of any Net Cash Proceeds in connection with any repair or replacement of assets permitted hereunder so long as no decrease in the Total Collateral Coverage Ratio will result therefrom)Loans. (b) Amounts Within three (3) Business Days of the Borrower or any Guarantor receiving any net cash proceeds of an insurance claim, indemnity payments or other amounts received as the result of an Event of Loss (as defined in the Aircraft Mortgage) concerning an Engine, Spare Engine or, to the extent the value thereof exceeds $5,000,000 for such Event of Loss, Spare Parts (each as defined in the Aircraft Mortgage), the Borrower or such Guarantor shall deposit an amount equal to 100% of such net cash proceeds into an account that is maintained with the Paying Agent for such purpose which the Borrower may use to replace such Engine, Spare Engine or Spare Parts in accordance with the requirements of the Aircraft Mortgage, provided that no Event of Default, or an event which upon notice or lapse of time or both would constitute an Event of Default has occurred and is continuing and such party has (i) within 45 days after the receipt of such net cash proceeds, determined to apply such net cash proceeds to replace such Engine, Spare Engine or Spare Parts and (ii) as soon as commercially reasonable (A) and in any event within 180 days after the receipt of such net cash proceeds, has so applied such net cash proceeds or has entered into a binding contractual arrangement for such application, the amount of net cash proceeds necessary to replace such Spare Parts or (B) and in any event with 365 days after the receipt of such net cash proceeds, has so applied such net cash proceeds or has entered into a binding contractual arrangement for such application, the amount of net cash proceeds necessary to replace such Engine or Spare Engine; provided further that the Borrower shall have complied with Section 5.18(a) with respect to any such replacement. In the event that (i) such determination or application described in the immediately preceding sentence shall not have occurred within the time periods provided, such net cash proceeds shall be applied to prepay the Loans in connection accordance with prepayments made pursuant to this Section 2.10 shall, subject 2.11(g) or (ii) an Event of Default shall have occurred and be continuing prior to the Intercreditor Agreementuse of such deposits for such purposes, such deposits may be applied by the Paying Agent to the prepayment of the Second Lien Term Loans on in accordance with Section 2.11(g). (c) Within three (3) Business Days of a Change of Control, the Borrower shall prepay the Loans in an amount equal to 100% of the then outstanding principal amount thereof. (d) Within three (3) Business Days of receipt by the Borrower of any proceeds of any EETC Transaction, the Borrower shall prepay the Tranche B Loans in an amount equal to the first $250,000,000 of such EETC Transaction proceeds. Each such prepayment of Tranche B Loans shall be applied pro rata basisamong the Tranche B Lenders in accordance with each Tranche B Lender’s Tranche B Commitment Percentage. (e) Within three (3) Business Days of receipt by the Borrower or any Guarantor of any proceeds of a refinancing, refunding, renewal or extension which are required to be applied to prepay the Loans pursuant to the proviso to Section 6.03(t), the Borrower shall prepay the Loans in accordance with Section 2.11(g). (f) Within three (3) Business Days of receipt by the Borrower or any Guarantor of any proceeds from the issuance of additional Equity Interests or subordinated Indebtedness which are required to be applied to prepay the Loans pursuant to the proviso to Section 6.08(f), the Borrower shall prepay the Loans in accordance with Section 2.11(g). (g) Each prepayment of Loans pursuant to paragraphs (a), (b), (e) or (f) of this Section 2.11 or pursuant to Section 6.06(a) or (b) shall be applied to the Loans and to collateralization of the LC Exposure, pro rata based on the Total Commitment Percentages of the Tranche A Lenders and the Tranche B Lenders. The application Upon any such prepayment, the Total Tranche B Commitment and the Total Delayed Draw Tranche B Loan Commitment shall be automatically and permanently reduced in an amount equal to the amount so prepaid, provided, that if, at the time of any prepayment pursuant to this Section 2.10 2.11, the amounts to be applied to prepay the Tranche A Loans and collateralize the LC Exposure shall exceed the Tranche A Loans and the LC Exposure at such time, then such excess portion of such prepayment shall be madeheld as Collateral for additional Tranche A Loans made hereunder, firstand Letters of Credit issued hereunder, subsequent to ABR Loans and, second, to Eurodollar Loansthe application of such prepayment. (ch) The Second Lien Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date. Upon the Termination Date, the Total Commitment shall be terminated in full and the Borrower shall repay the Loans in fullfull and, except as the Agents may otherwise agree in writing, if any Letter of Credit remains outstanding, provide Cash Collateralization for such Letter of Credit. (di) All prepayments under this Section 2.10 2.11 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Section 2.13 Sections 2.14 and 2.17 2.18 hereof. Any prepayments of the Second Lien Term Loans Tranche B Loan under this Section 2.10 2.11 shall be applied pro rata to the remaining scheduled amortization payments set forth in Section 2.09(a).

Mandatory Prepayment; Commitment Termination. (a) Within three (3) Business Days of the Borrower or any Guarantor receiving any Net Cash Proceeds as a result of an Asset Sale or Recovery Event (including, without limitation, an Event of Loss concerning an Airframe, Engine, Spare Engine or Spare Parts), the Borrower or such Guarantor shall, if the Borrower shall not be in compliance with Section 6.06(a) on the date such Net Cash Proceeds are received, deposit such received Net Cash Proceeds (solely to the extent necessary to maintain compliance with Section 6.06) into an account that is maintained with the Administrative Agent or First Lien Administrative Agent for such purpose and subject to a Full Control Agreement; provided that (i) in the case of the Net Cash Proceeds of any Event of Loss so deposited and involving an Airframe, Engine or Spare Engine, the Borrower shall be permitted to use such Net Cash Proceeds to replace such Airframe, Engine or Spare Engine, as the case may be, with a Replacement Airframe or Replacement Engine, as the case may be, in accordance with the requirements of the First Lien Aircraft Mortgage, with such Replacement Airframe or Replacement Engine to be subject to the Lien of the Collateral Agent for the benefit of the First Priority Secured Parties pursuant to the First Lien Aircraft Mortgage and otherwise satisfying the requirements of the First Lien Aircraft Mortgage at the time of (or substantially simultaneously with) the release of such Net Cash Proceeds, (ii) in the case of Net Cash Proceeds of any Recovery Event (other than Net Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use such Net Cash Proceeds to repair or replace the assets which are the subject of such Recovery Event with comparable assets, (iii) in the case of any Net Cash Proceeds of any Asset Sale so deposited, the Borrower may use such Net Cash Proceeds to replace the assets which are the subject of such Asset Sale with comparable assets within 365 days after such deposit is made, (iv) all such Net Cash Proceeds shall be subject to release as provided in Section 6.06(c) or, at the option of the Borrower at any time, may be applied in accordance with the requirements of Section 2.10(b), and (v) upon the occurrence of an Event of Default, the amount of any such deposit may be applied, subject to the Intercreditor Agreement, by the Administrative Agent in accordance with Section 2.10(b)), provided that any release of Net Cash Proceeds pursuant to clause (iii) of this Section shall be conditioned on the Borrower being in compliance with Section 6.06(a), after giving effect thereto (it being understood that the failure to be in compliance with Section 6.06(a) shall not prevent the release of any Net Cash Proceeds in connection with any repair or replacement of assets permitted hereunder so long as no decrease in the Total Collateral Coverage Ratio will result therefrom). (b) Amounts to be applied in connection with prepayments made pursuant to this Section 2.10 shall, subject to the Intercreditor Agreement, be applied to the prepayment of the Second Lien Term Loans on a pro rata basis. The application of any prepayment pursuant to this Section 2.10 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. (c) The Second Lien Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date. Upon the Termination Date, the Borrower shall repay the Loans in full. (d) All prepayments under this Section 2.10 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Section 2.13 and 2.17 hereof. Any prepayments of the Second Lien Term Loans under this Section 2.10 shall be applied pro rata to the remaining scheduled amortization payments set forth in Section 2.09(a).. 44