Common use of Prepayments and Reductions Due to Insurance and Condemnation Proceeds Clause in Contracts

Prepayments and Reductions Due to Insurance and Condemnation Proceeds. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of any cash payments under any of the casualty insurance policies covering damage to or loss of property maintained pursuant to subsection 5.4 resulting from damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual and documented reasonable costs incurred by Company in connection with adjustment and settlement thereof, "INSURANCE PROCEEDS") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual and documented reasonable costs incurred by Company in connection with adjustment and settlement thereof, "CONDEMNATION PROCEEDS") (other than (x) the portion of such proceeds promptly applied to repair or replace the property in respect of which such proceeds were paid, (y) the portion of such proceeds required to be paid to Lien holders on aircraft other than Financed Aircraft or (z) proceeds applied pursuant to subsection 2.4B(iii)(d)), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to such proceeds. Company shall, no later than 180 days after receipt of any such Insurance Proceeds or Condemnation Proceeds that have not theretofore been applied to the Obligations, make an additional prepayment of Loans, in the manner described above, in the full amount of all such proceeds that have not then been applied to repair or replace the property in respect of which such proceeds were paid. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing so long as (i) the AFL III Financing remains outstanding, Insurance Proceeds and Condemnation Proceeds with respect to the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(c) to the extent such proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Prepayments and Reductions Due to Insurance and Condemnation Proceeds. No later than the second Business Day following the date Within 270 days of receipt by Company or any of its Subsidiaries the Borrower of any cash payments under any of the casualty insurance policies covering damage to or loss of property maintained pursuant to subsection 5.4 or otherwise resulting from damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual and documented reasonable costs incurred by Company the Borrower in connection with adjustment and settlement thereofthereof and in connection with the reinvestment of proceeds permitted hereby, "INSURANCE PROCEEDS") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual and documented reasonable costs incurred by Company Borrower in connection with adjustment and settlement thereofthereof and in connection with the reinvestment of proceeds permitted hereby, "CONDEMNATION PROCEEDS," and collectively with Insurance Proceeds, "PROCEEDS") (other than (x) the portion of such proceeds promptly applied to repair or replace the property in respect of which such proceeds were paid, (y) the portion of such proceeds required to be paid to Lien holders on aircraft other than Financed Aircraft or (z) proceeds applied pursuant to subsection 2.4B(iii)(d2.4C(ii)(c))) and so long as at the time of receipt of such proceeds there shall exist no Potential Event of Default or Event of Default, Company the Borrower may reinvest such Proceeds in property substantially similar to the property so damaged or lost so long as the Administrative Agent receives a first priority perfected security interest in such property pursuant to documentation acceptable to the Administrative Agent, the property is duly leased to Atlas pursuant to the applicable Lease and the Administrative Agent receives all documents and opinions in connection therewith that it may reasonably request, including, without limitation, an opinion from counsel that the Borrower as lessor and the Administrative Agent as the assignee under the Lease are entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such property. If, 270 days after receipt of any such Proceeds, the Borrower has not reinvested such Proceeds as described above or if at the time of receipt of such proceeds or at the time of reinvestment there shall exist a Potential Event of Default or an Event of Default then the Borrower shall immediately prepay, without premium or penalty (other than pursuant to subsection 2.6D), the those Loans in an amount equal to such proceeds. Company shall, no later than 180 days after receipt of any such Insurance Proceeds or Condemnation Proceeds that have not theretofore been applied relating to the Obligations, make an additional prepayment of Loans, in the manner described above, in the full amount of all such proceeds that have not then been applied to repair Aircraft or replace the property Spare Engine Pool in respect of which such proceeds Proceeds were paidreceived based on the outstanding principal amount of each Loan as compared to the total outstanding principal amount of all Loans relating to such Aircraft or Spare Engine Pool. Any amount of the Proceeds remaining (a) after prepayment of the Loans described in the immediately preceding sentence and/or (b) after being reinvested in the manner described in the second preceding sentence shall be applied ratably to the prepayment of Loans relating to all of the remaining Aircraft and Spare Engine Pools based on the outstanding principal amount of each such Loan as compared to the total outstanding principal amount of all Loans relating to all of the remaining Aircraft and Spare Engine Pools. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv2.4C(iii). Notwithstanding the foregoing so long Until such time as (i) the AFL III Financing remains outstanding, Insurance Proceeds and Condemnation Proceeds with respect to the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(c) to the extent such proceeds are reinvested or applied to repay Loans, all such proceeds shall be held by the Administrative Agent in accordance a cash collateral account with the terms Administrative Agent as security for the Obligations pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative Agent and providing that such proceeds may be invested in Cash or Cash Equivalents at the direction of the AFL III Financing AgreementBorrower with any earnings thereon being for the account of the Borrower.

Prepayments and Reductions Due to Insurance and Condemnation Proceeds. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of any cash payments under any of the casualty insurance policies covering damage to or loss of property maintained pursuant to subsection 5.4 resulting from damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual and documented reasonable costs incurred by Company in connection with adjustment and settlement thereof, "INSURANCE PROCEEDSInsurance Proceeds") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual and documented reasonable costs incurred by Company in connection with adjustment and settlement thereof, "CONDEMNATION PROCEEDSCondemnation Proceeds") (other than (x) the portion of such proceeds promptly applied to repair or replace the property in respect of which such proceeds were paid, (y) the portion of such proceeds required to be paid to Lien holders on aircraft other than Financed Aircraft or (z) proceeds applied pursuant to subsection 2.4B(iii)(d)), Company shall (1) if such receipt of cash payments occurs prior to the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Revolving Loans in an amount equal to such proceedsproceeds and (2) if such receipt of cash payments occurs following the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), Term Loans in such amount. Company shall, no later than 180 days after receipt of any such Insurance Proceeds or Condemnation Proceeds that have not theretofore been applied to the Obligations, make an additional prepayment of Revolving Loans or Term Loans, as the case may be, in the manner described above, in the full amount of all such proceeds that have not then been applied to repair or replace the property in respect of which such proceeds were paid. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing so long as (i) the AFL III Financing remains outstanding, Insurance Proceeds and Condemnation Proceeds with respect to the AFL III Equipment Aircraft shall not be subject to the provisions of this subsection 2.4(B)(iii)(c) to the extent such proceeds are applied in accordance with the terms of the AFL III Financing Agreement and (ii) the AFL II Financing remains outstanding, Insurance Proceeds and Condemnation Proceeds with respect to the AFL II Aircraft shall not be subject to the provisions of this subsection 2.4(B)(iii)(c) to the extent such proceeds are applied in accordance with the terms of the AFL II Financing Agreement.

Prepayments and Reductions Due to Insurance and Condemnation Proceeds. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of any cash payments under any of the casualty insurance policies covering damage to or loss of property maintained pursuant to subsection 5.4 resulting from damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual and documented reasonable costs incurred by Company in connection with adjustment and settlement thereof, "INSURANCE PROCEEDS") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual and documented reasonable costs incurred by Company in connection with adjustment and settlement thereof, "CONDEMNATION PROCEEDSProceeds") (other than (x) the portion of such proceeds promptly applied to repair or replace the property in respect of which such proceeds were paid, (y) the portion of such proceeds required to be paid to Lien holders on aircraft other than Financed Aircraft or (z) proceeds applied pursuant to subsection 2.4B(iii)(d)), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to such proceeds. Company shall, no later than 180 days after receipt of any such Insurance Proceeds or Condemnation Proceeds that have not theretofore been applied to the Obligations, make an additional prepayment of Loans, in the manner described above, in the full amount of all such proceeds that have not then been applied to repair or replace the property in respect of which such proceeds were paid. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing so long as (i) the AFL III Financing remains outstanding, Insurance Proceeds and Condemnation Proceeds with respect to the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(c) to the extent such proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Prepayments and Reductions Due to Insurance and Condemnation Proceeds. No later than the second Business Day following the date Within 180 days of receipt by Company or any of its Subsidiaries Borrower of any cash payments under any of the casualty insurance policies covering damage to or loss of property maintained pursuant to subsection 5.4 or otherwise resulting from damage to or loss of all or any portion of the Collateral or any other tangible asset (net of actual and documented reasonable costs incurred by Company Borrower in connection with adjustment and settlement thereofthereof and in connection with the reinvestment of proceeds permitted hereby, "INSURANCE PROCEEDSInsurance Proceeds") or any proceeds resulting from the taking of assets by the power of eminent domain, condemnation or otherwise (net of actual and documented reasonable costs incurred by Company Borrower in connection with adjustment and settlement thereofthereof and in connection with the reinvestment of proceeds permitted hereby, "CONDEMNATION PROCEEDSCondemnation Proceeds" and, collectively with Insurance Proceeds, "Proceeds") (other than (x) the portion of such proceeds promptly applied to repair or replace the property in respect of which such proceeds were paid, (y) the portion of such proceeds required to be paid to Lien holders on aircraft other than Financed Aircraft or (z) proceeds applied pursuant to subsection 2.4B(iii)(d2.4C(ii)(c))) and so long as at the time of receipt of such proceeds there shall exist no Potential Event of Default or Event of Default, Company Borrower may reinvest such Proceeds in property substantially similar to the property so damaged or lost so long as the Collateral Agent receives a first priority perfected security interest in such property pursuant to documentation acceptable to the Collateral Agent, the property is duly leased to Atlas pursuant to the applicable Lease and the Collateral Agent receives all documents and opinions in connection therewith which it may reasonably request, including without limitation, an opinion from counsel that Borrower as lessor and the Collateral Agent as the assignee under the Lease are entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such property. If 180 days after receipt of any such Proceeds, Borrower has not reinvested such Proceeds as described above or if at the time of receipt of such proceeds or at the time of reinvestment there shall exist a Potential Event of Default or an Event of Default then Borrower shall immediately prepay, without premium or penalty (other than pursuant to subsection 2.6D), the those Loans in an amount equal to such proceeds. Company shall, no later than 180 days after receipt of any such Insurance Proceeds or Condemnation Proceeds that have not theretofore been applied relating to the Obligations, make an additional prepayment of Loans, in the manner described above, in the full amount of all such proceeds that have not then been applied to repair or replace the property Aircraft in respect of which such proceeds Proceeds were paidreceived based on the outstanding principal amount of each Loan as compared to the total outstanding principal amount of all Loans relating to such Aircraft. Any amount of the Proceeds remaining (a) after prepayment of the Loans described in the immediately preceding sentence and/or (b) after being reinvested in the manner described in the second preceding sentence shall be applied ratably to the prepayment of Loans relating to all of the remaining Aircraft based on the outstanding principal amount of each such Loan as compared to the total outstanding principal amount of all Loans relating to all of the remaining Aircraft. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv2.4C(iii). Notwithstanding the foregoing so long Until such time as (i) the AFL III Financing remains outstanding, Insurance Proceeds and Condemnation Proceeds with respect to the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(c) to the extent such proceeds are reinvested or applied to repay Loans, all such proceeds shall be held by the Agent in accordance a cash collateral account with the terms Agent as security for the Obligations pursuant to a cash collateral agreement in form and substance satisfactory to the Agent and providing that such proceeds may be invested in Cash or Cash Equivalents at the direction of Borrower with any earnings thereon being for the AFL III Financing Agreementaccount of Borrower.