Common use of Prepayments and Reductions from Asset Sales Clause in Contracts

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Prepayments and Reductions from Asset Sales. No later than the second first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset SaleSale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount equal to of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if the Net Cash Proceeds of all such Asset SaleSales in any Fiscal Year exceed $15,000,000, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); provided thatfurther, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use that if the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the purpose preceding Fiscal Year, then the amount of making Consolidated Capital Expenditures otherwise permitted by this Agreement such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the extent occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds are that have not reinvested pursuant theretofore been applied to clause the Obligations, make an additional prepayment of the Loans (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co-Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative Agent Agents an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company Borrower or any of its Subsidiaries of Cash Proceeds of (i) Net Cash Proceeds of any Asset SaleSale equal to or greater than $500,000 in the aggregate, Company Borrower shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans in an amount equal to the amount of such Net Cash Proceeds which is the highest integral multiple of $100,000 and (ii) Net Cash Proceeds of such any Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company Revolving Loan Commitments shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) be permanently reduced to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in required by the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersproviso set forth below. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a2.4A(iii)(a), Company Borrower shall deliver to Administrative Managing Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company Borrower shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment of Loans and/or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a2.4A(iii)(a), determine that the prepayments and/or reductions of the Loans and/or the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a2.4A(iii)(a), Company Borrower shall promptly make an additional prepayment of the Loans Loans, and the Revolving Loan Commitments shall be permanently reduced, in the manner described above in an amount equal to the amount of any such deficit, and Company Borrower shall concurrently therewith deliver to Administrative Managing Agent an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and deficit. Any mandatory prepayments or reductions of the additional amount required to be prepaid Loans and/or the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a2.4A(iii)(a) shall be applied as specified in subsection 2.4B(iv2.4A(iv). Notwithstanding ; provided, however, that the foregoing, so long as Revolving Loan Commitments shall only be reduced in an amount equal to the AFL III Financing remains outstanding, Net Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) an Asset Sale only to the extent that such Cash Proceeds are amount (or portion thereof) would otherwise be required to be applied to payment, redemption or repurchase in accordance with the terms respect of the AFL III Financing AgreementSenior Subordinated Notes.

Prepayments and Reductions from Asset Sales. No later than the second earliest to occur of (A) the third Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset SaleSale in an aggregate cumulative amount equal to or exceeding $2,500,000, (B) the 270th day following the date of any Asset Sale the Net Cash Proceeds of Asset Sale of which have not been applied to the prepayment of Loans pursuant to the preceding clause (A) or this clause (B), and (C) the date of the occurrence of any Event of Default or Potential Event of Default, (1) Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Term Loans in an amount equal to the Net Cash Proceeds of Asset Sale of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii2) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an exceed the aggregate outstanding principal amount less than that required by of the terms of this subsection 2.4B(iii)(a)Term Loans, Company shall promptly make prepay in an additional prepayment of amount equal to such excess (the Loans in "FIRST EXCESS AMOUNT") the manner described above Revolving Term Loans, and the Revolving Term Loan Commitments shall be permanently reduced in an amount equal to the First Excess Amount; provided that if the aggregate amount of any such deficitRevolving Term Loan Commitment so permanently reduced exceeds the Revolving Term Loans so prepaid (the "SECOND EXCESS AMOUNT"), and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a(x) to the extent that such Cash Proceeds there are applied Revolving Loans outstanding, the parties hereto agree that Revolving Loans in accordance with an aggregate amount equal to the terms Second Excess Amount shall be automatically converted without any further action on the part of any Person into Revolving Term Loans, and (y) to the AFL III Financing Agreement.extent the Second Excess Amount exceeds the amount of Revolving Loans so converted to Revolving Term Loans (the "THIRD EXCESS AMOUNT") and to the extent that there are Swing Line Loans outstanding, Agent shall

Prepayments and Reductions from Asset Sales. No later than Company shall prepay the second Business Day following Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to Net Cash Proceeds of Asset Sales in any Fiscal Year in excess of $10,000,000 (the "Excess Asset Sale Proceeds"); PROVIDED, however, that so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Excess Asset Sale Proceeds which are reinvested as Acquisition Expenditures or as Consolidated Capital Expenditures in the business of Company and its Subsidiaries within twelve months of the date of such Asset Sale, up to a maximum aggregate amount of $75,000,000 from the Closing Date for such reinvested Excess Asset Sale Proceeds, need not be applied to prepay the Loans and/or permanently reduce the Revolving Loan Commitments. Any prepayment from such unreinvested Excess Asset Sale Proceeds shall be made by Company within one Business Day after the termination of such 44 twelve month period. If, following the receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds from Asset Sales, Company is required to apply or cause to be applied any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans Indebtedness permitted pursuant to subsections 7.1(v), (vii) or (xiii), then, notwithstanding anything contained in this subsection 2.4B(iii)(a2.4A(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating prepay the derivation of Loans and/or reduce the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to Revolving Loan Commitments as set forth in this subsection 2.4B(iii)(a). In the event that Company shall, at 2.4A(iii)(a) so as to eliminate any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant obligation to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of prepay such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing AgreementIndebtedness.

Prepayments and Reductions from Asset Sales. No later than the second first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset SaleSale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount equal to of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if the Net Cash Proceeds of all such Asset SaleSales exceed $20,000,000 during Fiscal Year 1998 or $15,000,000 in any Fiscal Year thereafter, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); provided thatfurther, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use that if the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the purpose preceding Fiscal Year, then the amount of making Consolidated Capital Expenditures otherwise permitted by this Agreement such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the extent occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds are that have not reinvested pursuant theretofore been applied to clause the Obligations, make an additional prepayment of the Loans (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co-Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative Agent Agents an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall (1) if such Asset Sale 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 the Net Cash Proceeds of such Asset SaleSale and (2) if such Asset Sale occurs following the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), Term Loans in such amount; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Revolving Loans or Term Loans, as the case may be, in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)deficit. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as (i) the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment Aircraft shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement and (ii) the AFL II Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL II Aircraft shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL II Financing Agreement.

Prepayments and Reductions from Asset Sales. No later than the ------------------------------------------- second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty Sale (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not reinvested pursuant to clause (iexceed $55,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that -------- ------- Company may retain not reinvest (or schedule for reinvestment) Net Cash Proceeds in respect upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of Default or Event Default. Company shall, no later than 360 days after receipt of Default has occurred and is continuing, the Company may retain any such Net Cash Proceeds in excess that have not theretofore been applied to the Obligations, make an additional prepayment of the amount equal to Loans (and/or the sum of (xRevolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than the second first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset SaleSale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount equal to of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if (1) the Net Cash Proceeds of such any individual Asset Sale; provided that, with respect to Asset Sales which do not include the sale Sale of a Financed Aircraft, so long as no Potential Event of Default receivables portfolios exceed $5,000,000 or Event of Default has occurred and is continuing, (i2) Company shall have the option to use the Net Cash Proceeds within one hundred eighty of all such Asset Sales in any Fiscal Year exceed $10,000,000, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (180) days or scheduled for reinvestment); provided further, that if the Net Cash Proceeds of receipt thereof Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the purpose preceding Fiscal Year, then the amount of making Consolidated Capital Expenditures otherwise permitted by this Agreement such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the extent occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds are that have not reinvested pursuant theretofore been applied to clause the Obligations, make an additional prepayment of the Loans (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co-Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative Agent Agents an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than ------------------------------------------- the second first Business Day following the date of receipt by Company or any of its Subsidiaries of Net Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans prepay in an amount equal to such Net Cash Proceeds first the ----- Term Loans to the full extent thereof and second after the second ------ anniversary of the Closing Date the Acquisition Loans, and third the ----- Revolving Loans. Notwithstanding the foregoing, the Net Cash Proceeds of such Asset Sale; provided that, with respect to Specified Asset Sales which do shall not include be required to prepay Loans as set forth above to the sale of a Financed Aircraft, extent that and so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect x) within 180 days of receipt of such Asset Sales of up to $10 million in any Fiscal Year and $20 million proceeds, reinvested in the aggregatebusiness of the Company and the Subsidiaries or, (y) within 180 days of receipt of such proceeds committed for reinvestment and reinvested within 300 days of receipt of such proceeds in the business of the Company and the Subsidiaries, and (z) the aggregate principal amount of all such proceeds not so reinvested at any time does not exceed $10,000,000; provided further that, with respect to that any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds such funds in excess of the amount equal $10,000,000 not -------- so committed or reinvested shall be used to the sum of (x) the amount make prepayments as required pursuant to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersthis subsection 2.4B(iii)(a). Concurrently with any prepayment of the Loans and/or reduction of the applicable Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the applicable Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the applicable Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans (and, if applicable, the applicable Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate Certifi- cate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)deficit. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be further applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty Sale (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not reinvested pursuant to clause (iexceed $45,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may retain not reinvest (or schedule for reinvestment) Net Cash Proceeds in respect upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of Default or Event Default. Company shall, no later than 360 days after receipt of Default has occurred and is continuing, the Company may retain any such Net Cash Proceeds in excess that have not theretofore been applied to the Obligations, make an additional prepayment of the amount equal to Loans (and/or the sum of (xRevolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than the second first Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset SaleSale (other than an Asset Sale permitted under subsection 7.7(v)), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersreceived. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount thereof; provided that Company shall not be required to make any prepayment with proceeds to the extent that all or any portion of such proceeds are reinvested (or scheduled for reinvestment) in assets used in the business of Company and/or subsidiaries within 360 days from the date of receipt of such proceeds; provided further, that the aggregate amount of proceeds permitted to be prepaid excluded pursuant to this subsection 2.4B(iii)(athe immediately preceding proviso shall not exceed $25,000,000 (measured on a cumulative basis from the Closing Date). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than ------------------------------------------- the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided thatSale and, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use extent the Net Cash Proceeds within one hundred eighty of such Asset Sale exceed the sum of (180i) days the aggregate outstanding principal amount of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement Loans and (ii) to that portion of the extent amount set forth in clause (3) below not theretofore counted towards any other Asset Sale hereunder, Company shall deposit and maintain such Net Cash Proceeds are not reinvested in a collateral account established pursuant to clause (i), Company may retain documentation reasonably satisfactory to Agent as Collateral for the Obligations; provided that such Net Cash Proceeds shall be released at the request -------- of Company, (A) to the extent required to pay the purchase price of any Acquisition permitted by subsection 7.7(vi), (B) to repurchase or to redeem subordinated Indebtedness pursuant to subsection 7.5(i) and (C) after one year to Company, to the extent not required to be applied to the prepayment of the Loans in respect accordance with this clause. No later than 240 days following the date of such Asset Sales receipt by Company or any of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to its Subsidiaries of Cash Proceeds of any Asset Sale involving Sale, Company shall (x) reduce the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds Commitments in excess of the an amount equal to the excess of the Net Cash Proceeds of such Asset Sale over the sum of (x1) the purchase price of any Acquisition consummated within either (a) 120 days prior to the consummation of such Asset Sale (provided that such Acquisition was not financed with the proceeds of any Loans or Additional Subordinated Indebtedness) or (b) 240 days following the date of such Asset Sale, (2) the aggregate amount required of repurchases or redemptions of Subordinated Indebtedness pursuant to repay all amounts outstanding under subsection 7.5(i) during such 360 day period and (3) $10,000,000, to the Notes relating extent that such Net Cash Proceeds may, to the reasonable satisfaction of Agent, be so applied to the purchase price of such Financed Aircraft Acquisition or otherwise pursuant to the Related Documents without requiring the purchase, redemption or prepayment of Subordinated Indebtedness not expressly permitted hereunder (such amount, the ``ASSET SALE PREPAYMENT AMOUNT''); provided, that for purposes of calculating the Asset Sale Prepayment -------- Amount for any Asset Sale, any Asset Sales or redemptions or repurchases or portion of the amount set forth in clause (3) above included in calculating the Asset Sale Prepayment Amount or the Subordinated Debt Prepayment Amount in respect of any other Asset Sale or any issuance of Additional Subordinated Indebtedness shall be excluded from the foregoing clauses (1), (2) and (3), as applicable, and (y) prepay the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of required under subsection 2.4B(iii)(b) as a Financed Aircraft shall not exceed 80% of the Appraised Value result of such Financed Aircraft as determined by appraisals to be provided at reduction in the time of such mandatory prepayment by two Approved AppraisersCommitments. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)calculation of the Asset Sale Prepayment Amount. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment and/or a reduction of Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans (and, if applicable, the Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No Subject to the Intercreditor Agreement, no later than the second first Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company Borrowers shall prepay, without premium or penalty (other than pursuant to subsection 2.6D)prepay the Loans and/or the Tranche B Commitments, the Loans Tranche D Commitments and Revolving Loan Commitments shall be permanently reduced in an amount equal to 75% of the Estimated Net Cash Proceeds of such Asset Sale; provided PROVIDED that, with respect in the event on the date of receipt by Company or any of its Subsidiaries of such Cash Proceeds, the Leverage Ratio as of the last day of the then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Asset Sales which do not include subsection 5.1(i) or 5.1(ii) is less than 2.50:1.00, then the sale percentage applicable to Estimated Net Cash Proceeds set forth above shall be reduced to 50%. On or before the 90th day after receipt of a Financed Aircraftany such Cash Proceeds, so long as no Potential Event Borrowers shall promptly make an additional prepayment of Default the Loans and/or the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments shall be permanently reduced in an amount equal to 75% (or Event 50%, if the applicable percentage is reduced pursuant to the preceding proviso) of Default has occurred and is continuingthe excess, if any, of (i1) Company shall have the option to use the Net Cash Proceeds within one hundred eighty of Sale of such Asset Sale over (1802) days the portion of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Estimated Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up Sale already applied under the preceding sentence, to $10 million in any Fiscal Year and $20 million be applied in the aggregate; provided further that, manner described above with respect to any Asset Sale involving the sale application of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Estimated Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved AppraisersProceeds. Concurrently with any prepayment of the Loans and/or reduction of the Tranche B Commitments, the Tranche D Commitments and Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a2.4A(ii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional or Estimated Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoingProceeds, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementcase may be.

Prepayments and Reductions from Asset Sales. No later than the second first Business Day following the date of receipt (x) by Xxxx Japan or any of its Subsidiaries, (y) by Xxxx UK or any of its Subsidiaries, or (z) by Company or any of its Subsidiaries (other than the Subsidiaries included in the foregoing clauses (x) and (y)) of Cash Proceeds of any Asset Sale, Company (1) such Borrower shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the prepay its Term Loans in an aggregate amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect (2) to the extent the Net Cash Proceeds of such Asset Sales which do not include Sale exceed the sale aggregate outstanding amount of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuingsuch Borrower's Term Loans, (i) in the case of Xxxx Japan or Xxxx UK, such Borrower shall prepay the Term Loans of Xxxx UK or Xxxx Japan, respectively, in an aggregate amount equal to such excess or (ii) in the case of Company, Company shall have prepay the option Japanese Term Loans and the UK Term Loans on a pro rata basis (in accordance with the respective outstanding principal amount thereof) in an aggregate amount equal to use such excess; (3) to the extent the Net Cash Proceeds within one hundred eighty of such Asset Sale exceed the Term Loan prepayments required to be made by such Borrower pursuant to the foregoing clauses (1801) days of receipt thereof for - (2), such Borrower shall prepay its Revolving Loans without any corresponding reduction in the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement related Revolving Loan Commitments, in an aggregate amount equal to such excess; and (ii4) to the extent that Net Cash Proceeds of such Asset Sale remain after the applications required pursuant to the foregoing clauses (1) - (3), such Borrower shall cause the excess of such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required be applied first to prepay the remaining outstanding Term Loans of any remaining Loans to Borrower, including the extent necessary so that Company, on a pro rata basis (in accordance with the respective outstanding principal amount thereof) and after payment of all remaining outstanding Term Loans, to prepay the remaining outstanding Revolving Loans of any Loans made to finance Borrower, including the acquisition or conversion Company, on a pro rata basis (in accordance with the respective outstanding amount of a Financed Aircraft shall not exceed 80% of Revolving Loan Commitments) without any corresponding reduction in the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersrelated Revolving Loan Commitments. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company the Borrower shall deliver to the Administrative Agent (with a copy to Agent) an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company any Borrower shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company such Borrower shall promptly make an additional prepayment of Term Loans or Revolving Loans, as the Loans case may be, in the manner described above in an aggregate amount equal to the amount of any such deficit, and Company such Borrower shall concurrently therewith deliver to the Administrative Agent (with a copy to Agent) an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)Proceeds. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Prepayments and Reductions from Asset Sales. No later than the ------------------------------------------- second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty Sale (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not reinvested pursuant to clause (iexceed $55,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may retain not reinvest (or schedule for -------- ------- reinvestment) Net Cash Proceeds in respect upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of Default or Event Default. Company shall, no later than 360 days after receipt of Default has occurred and is continuing, the Company may retain any such Net Cash Proceeds in excess that have not theretofore been applied to the Obligations, make an additional prepayment of the amount equal to Loans (and/or the sum of (xRevolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided provided, further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 8070% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.in

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company shall (1) if such Asset Sale 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 the Net Cash Proceeds of such Asset SaleSale and (2) if such Asset Sale occurs following the Conversion Date, prepay, without premium or penalty (other than pursuant to subsection 2.6D), Term Loans in such amount; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Revolving Loans or Term Loans, as the case may be, in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)deficit. Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by If Company or any of its Subsidiaries of receives Cash Proceeds equal to or in excess of $2,500,000 from any Asset Sale, (X) Company shall prepayprepay first the Swing Line Loans to the full extent thereof and second the Revolving Loans, without premium and (Y) the Revolving Loan Commitments shall be permanently reduced, in the case of either clause (X) or penalty clause (other than pursuant Y) or, if such Cash Proceeds exceed the amount of the outstanding Swing Line Loans and are also applied to subsection 2.6Dprepay Revolving Loans, in the case of both clauses (X) and (Y), the Loans in an aggregate amount equal to the Net Cash Proceeds of from such Asset Sale; provided that, with respect that Company's obligation to Asset Sales which do not include make such a prepayment and the sale corresponding reduction of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company the Revolving Loan Commitments shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, occur with respect to any Asset Sale involving portion of such Cash Proceeds on the sale earlier of (i) the second Business Day following a determination by a Responsible Officer that such portion of such Cash Proceeds will not be invested in assets or property of a Financed AircraftRelated Business or (ii) 270 days after the receipt of such Cash Proceeds, if they have not been so long as no Potential Event invested in a Related Business; provided further that in the case of Default or Event of Default has occurred and is continuing, the Company may retain any Asset Sales generating Net Cash Proceeds in excess of less than $2,500,000, Company may postpone making such prepayment until the amount equal second Business Day following receipt of Cash Proceeds which, together with all such proceeds received from Asset Sales since the Closing Date or the most recent payment made pursuant to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisersthis subsection 2.4A(ii)(a), exceeds $6,000,000. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a2.4A(ii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of from the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of from any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a2.4A(ii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a2.4A(ii)(a), Company shall promptly make an additional prepayment of the Swing Line Loans or Revolving Loans, as the case may be (and the Revolving Loan Commitments shall be permanently reduced), in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and deficit. Any mandatory reduction of the additional amount required to be prepaid Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a2.4A(ii)(a) shall be applied as specified to reduce each of the scheduled reductions of the Revolving Loan Commitments set forth in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a2.4A(i) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementon a pro rata basis.

Prepayments and Reductions from Asset Sales. No later than the second first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash Proceeds of any Asset SaleSale (other than any portion of such proceeds that is reinvested (or scheduled for reinvestment) in a Qualified Loan Portfolio and/or assets of the general type used in the business of Company and its Subsidiaries within 270 days from the date of receipt of such proceeds), Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an the amount equal to of such proceeds not so reinvested (or scheduled for such reinvestment); provided, that if (1) the Net Cash Proceeds of such any individual Asset Sale; provided that, with respect to Asset Sales which do not include the sale Sale of a Financed Aircraft, so long as no Potential Event of Default receivables portfolios exceed $5,000,000 or Event of Default has occurred and is continuing, (i2) Company shall have the option to use the Net Cash Proceeds within one hundred eighty of all such Asset Sales in any Fiscal Year exceed $10,000,000, then in each case the amount of such excess Net Cash Proceeds may not be reinvested (180) days or scheduled for reinvestment); provided further, that if the Net Cash Proceeds of receipt thereof Asset Sales of businesses in any Fiscal Year exceed 10% of Consolidated EBITDA for the purpose preceding Fiscal Year, then the amount of making Consolidated Capital Expenditures otherwise permitted by this Agreement such excess Net Cash Proceeds may not be reinvested (or scheduled for reinvestment); and provided further, that Company may not reinvest (iior schedule for reinvestment) to Net Cash Proceeds upon the extent occurrence and during the continuation of an Event of Default. Company shall, no later than 365 days after receipt of any such Net Cash Proceeds are that have not reinvested pursuant theretofore been applied to clause the Obligations, make an additional prepayment of the Loans (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million and/or the Revolving Loan Commitments shall be reduced) in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Chase Co- Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Co-Administrative Agent Agents an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.

Prepayments and Reductions from Asset Sales. No later than the second earlier to occur of (y) the third Business Day following the date of receipt (or if Company would incur breakage costs as a result of a prepayment on such date, on the earlier to occur of the first such date thereafter on which no such breakage costs are incurred and 30 days after such date of receipt) by Company or any of its Subsidiaries of Cash Proceeds of any Asset SaleSale in an 62 aggregate cumulative amount equal to or exceeding $5,000,000 and (z) the date of the occurrence of any Event of Default or Potential Event of Default, (A) in the case of the first $75,000,000 in Net Cash Proceeds from an Asset Sale of Cala and its Subsidiaries, Fallxx'x xxx its Subsidiaries or the business of Cala and its Subsidiaries or Fallxx'x xxx its Subsidiaries (collectively, the "Selected Asset Sales"), Company may apply such Net Cash Proceeds to prepay first Swing Line Loans to the full extent thereof and thereafter Revolving Loans to the remaining extent thereof and the Revolving Loan Commitments shall not be reduced by such prepayment of Swing Line Loans or Revolving Loans, (B) in the case of the first $50,000,000 in Net Cash Proceeds from Selected Asset Sales thereafter, Company shall prepay, without premium or penalty (other than pursuant i) prepay the Term Loans in an amount equal to subsection 2.6D), 50% of such Net Cash Proceeds and (ii) prepay the Swing Line Loans to the full extent thereof and thereafter the Revolving Loans in an amount equal to the remaining 50% of such Net Cash Proceeds, but the Revolving Loan Commitments shall not be reduced by any such prepayment of the Swing Line Loans or Revolving Loans, and (C) in the case of Net Cash Proceeds of such Asset Sale; provided that, with respect to from Asset Sales which do are not include covered by the sale of a Financed Aircraftforegoing clauses (A) or (B), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an amount equal to such Net Cash Proceeds as specified in subsection 2.4B(iv); provided, however, that, so long as no Event of Default or Potential Event of Default or Event of Default has shall have occurred and is be continuing, (i) Company shall have the option to use the following Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for Asset Sales received by Company and its Subsidiaries from and after the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) date hereof need not be applied to the extent such Net Cash Proceeds are not reinvested pursuant to clause (i), Company may retain Net Cash Proceeds in respect of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, the Company may retain any Net Cash Proceeds in excess of the amount equal to the sum of (x) the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraisers. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). In the event that Company shall, at any time after receipt of Cash Proceeds of any Asset Sale requiring a prepayment pursuant to this subsection 2.4B(iii)(a), determine that the prepayments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreement.):

Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall prepay, without premium or penalty Sale (other than pursuant to subsection 2.6D), the Loans in an amount equal to the Net Cash Proceeds any portion of such Asset Sale; provided that, with respect to Asset Sales which do not include the sale of a Financed Aircraft, so long as no Potential Event of Default or Event of Default has occurred and is continuing, (i) Company shall have the option to use the Net Cash Proceeds within one hundred eighty (180) days of receipt thereof for the purpose of making Consolidated Capital Expenditures otherwise permitted by this Agreement and (ii) to the extent such Net Cash Proceeds that is reinvested (or scheduled for reinvestment) in assets of the general type used in the 49 business of Company and its Subsidiaries within 360 days from the date of receipt of such Net Cash Proceeds (such Net Cash Proceeds that are reinvested or to be reinvested not reinvested pursuant to clause (iexceed $55,000,000 in aggregate amount in any Fiscal Year)), Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to such Net Cash Proceeds; provided, however, that Company may retain not reinvest (or schedule for reinvestment) Net Cash Proceeds in respect upon the occurrence and during the continuation of such Asset Sales of up to $10 million in any Fiscal Year and $20 million in the aggregate; provided further that, with respect to any Asset Sale involving the sale of a Financed Aircraft, so long as no Potential an Event of Default or Event Default. Company shall, no later than 360 days after receipt of Default has occurred and is continuing, the Company may retain any such Net Cash Proceeds in excess that have not theretofore been applied to the Obligations, make an additional prepayment of the amount equal to Loans (and/or the sum of (xRevolving Loan Commitments shall be reduced) in the amount required to repay all amounts outstanding under the Notes relating to such Financed Aircraft and (y) the amount required to prepay any remaining Loans to the extent necessary so that the outstanding principal full amount of any Loans made to finance the acquisition or conversion of a Financed Aircraft shall all such proceeds that have not exceed 80% of the Appraised Value of such Financed Aircraft as determined by appraisals to be provided at the time of such mandatory prepayment by two Approved Appraiserstherefore been so reinvested. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof and the amount required to be prepaid pursuant to this subsection 2.4B(iii)(a)thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly make cause to be made an additional prepayment of the Loans (and/or reduction in the manner described above Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit and the additional amount required to be prepaid pursuant to this subsection 2.4B(iii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(iii)(a) shall be applied as specified in subsection 2.4B(iv). Notwithstanding the foregoing, so long as the AFL III Financing remains outstanding, Cash Proceeds from the sale or other disposition of the AFL III Equipment shall not be subject to the provisions of this subsection 2.4(B)(iii)(a) to the extent that such Cash Proceeds are applied in accordance with the terms of the AFL III Financing Agreementdeficit.