Common use of Prepayments from Asset Sales Clause in Contracts

Prepayments from Asset Sales. Upon receipt by the Company or any Restricted Subsidiary of the Company of Cash Proceeds of any Asset Sale permitted by Section 6.12, the Company or any Restricted Subsidiary of the Company shall, or shall cause its Restricted Subsidiaries to, apply the Net Cash Proceeds of such Asset Sale (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w), (x) and (y) above to a Permitted Line of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. To the extent not used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Restricted Subsidiary of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; provided, further, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange Notes, as the case may be, which were tendered for repurchase and not accepted. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods specified by this paragraph equal or exceed $5.0 million.

Prepayments from Asset Sales. Upon Simultaneously with the receipt by the Company or any Restricted Subsidiary of the Company its Subsidiaries of Cash Proceeds of any Asset Sale permitted by Section 6.12Sale, Company shall prepay the Company or any Restricted Subsidiary of the Company shall, or shall cause its Restricted Subsidiaries to, apply Acquisition Loans incurred to acquire Eligible Assets up to an amount equal to the Net Cash Proceeds of such Asset Sale (w) Sale, less any amount required to be applied to prepay the term loans outstanding under the Credit Warehouse Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent . Concurrently with any prepayment of the prepaymentAcquisition Loans, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w), (x) and (y) above to a Permitted Line of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Agent each Lender an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price of such Asset Salethereof. To the extent not used as above, the If Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net at any time after receipt of Cash Proceeds received from of any Asset Sale on requiring a date not later than prepayment pursuant to this Section 2.3A(ii), determine that the Business Day next succeeding the 365th day after the consummation prepayments previously made in respect of such Asset Sale if and were in an aggregate amount less than that required by the terms of this Section 2.3A(ii), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the extent that amount of any such Net Cash Proceeds are not applied by deficit, and Company shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the Company or any Restricted Subsidiary derivation of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; provided, further, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange Notes, as the case may be, which were tendered for repurchase and not acceptedresulting in such deficit. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no Any mandatory repayments shall be required prepayments pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods Section 2.3A(ii) shall be applied as specified by in Section 2.3B. Acquisition Loans prepaid pursuant to this paragraph equal or exceed $5.0 million.Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A.

Prepayments from Asset Sales. Upon (I) No later than the second Business Day following the date of receipt by the Company or any Restricted Subsidiary of the Company Borrower of Cash Proceeds of any Asset Sale permitted by Section 6.12Sale, the Company Borrower shall prepay, without premium or any Restricted Subsidiary penalty (other than pursuant to subsection 2.6D), the Loans in an amount equal to the greater of the Company shall, or shall cause its Restricted Subsidiaries to, apply (i) Assigned Value of the asset subject to such Asset Sale and (ii) the sum of (x) the Net Cash Proceeds of such Asset Sale (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w), (x) and (y) above the Value of any non-Cash Proceeds of such Asset Sale. Concurrently with any prepayment of the Loans pursuant to a Permitted Line of Business; provided, that with respect to the Dispositionthis subsection 2.4B(ii)(a), the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company Borrower shall deliver to the Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price of such Asset Salethereof. To In the extent not used as above, event that the Company Borrower shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net at any time after receipt of Cash Proceeds received from of any Asset Sale on requiring a date not later than prepayment pursuant to this subsection 2.4B(ii)(a), determine that the Business Day next succeeding the 365th day after the consummation prepayments previously made in respect of such Asset Sale if and to the extent were in an aggregate amount less than that such Net Cash Proceeds are not applied required by the Company or any Restricted Subsidiary terms of this subsection 2.4B(ii)(a), the Borrower shall promptly make an additional prepayment of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; provided, further, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange NotesLoans, as the case may be, which were tendered for repurchase in the manner described above in an amount equal to the amount of any such deficit, and not acceptedthe Borrower shall concurrently therewith deliver to the Administrative Agent an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no Any mandatory repayments shall be required prepayment pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods subsection 2.4B(ii)(a) shall be applied as specified by this paragraph equal or exceed $5.0 millionin subsection 2.4B(iii).

Prepayments from Asset Sales. Upon No later than the second Business Day following the date of receipt by the Company or any Restricted Subsidiary of the Company its Subsidiaries of Cash Proceeds of any Asset Sale permitted by Section 6.12Sale, Company shall prepay the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale; provided however, that with respect to Net Cash Proceeds from the sale of receivables, contracts and/or leases under the Alarm Services Contract Securitization Facility, Company or shall not be required to make any Restricted Subsidiary prepayment of the Company shall, or shall cause its Restricted Subsidiaries to, apply Loans pursuant to this subsection 2.4B(ii)(a) out of the Net Cash Proceeds of such Asset Sale (w) in excess of the first $25,000,000 of such Net Cash Proceeds and, with respect to prepay the term first $25,000,000 of such Net Cash Proceeds, Company shall apply such Net Cash Proceeds pro rata to the prepayment of the Loans and the loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Existing Revolving Credit Agreement; provided further that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w), (x) and (y) above to a Permitted Line of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. To the extent not used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not applied by the Company or any Restricted Subsidiary of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; provided, further, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange Notes, as the case may be, which were tendered for repurchase and not accepted. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, no mandatory repayments Company and its Subsidiaries shall not be required to apply the Net Cash Proceeds of any Asset Sale to the mandatory prepayment of the Loans pursuant to this paragraph until subsection 2.4B(ii)(a) to the date on which the aggregate extent that (A) such Net Cash Proceeds have been or will be reinvested in like assets or in other assets used in the business of Company and its Consolidated Subsidiaries within six months of such sale; provided that the aggregate amount of Net Cash Proceeds excluded from all Asset Sales application to the mandatory prepayment of the Loans pursuant to this clause (A) does not reinvested within the time periods specified by this paragraph equal or exceed $5.0 million5,000,000 in the aggregate, or (B) such Net Cash Proceeds are less than $1,000,000 or are proceeds from the sale of non-earning assets; provided that the aggregate amount of Net Cash Proceeds excluded from application to the mandatory prepayment of the Loans pursuant to this clause (B) does not exceed $5,000,000 in the aggregate. Concurrently with any prepayment of the Loans pursuant to this subsection 2.4B(ii)(a), Company shall deliver to Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iii).

Prepayments from Asset Sales. Upon receipt by the Company Holding or any Restricted Subsidiary of the Company its Subsidiaries of Cash Proceeds from Asset Sales in excess of any Asset Sale permitted by Section 6.12$1,000,000 in the aggregate, measured on a cumulative basis from the Company or any Restricted Subsidiary of Restatement Effective Date, Borrower shall prepay the Company shall, or shall cause its Restricted Subsidiaries to, apply the Loans in an amount equal to Estimated Net Cash Proceeds of such Asset Sales on the date of the receipt of Cash Proceeds of Asset Sale (wwhich causes the aggregate Cash Proceeds from Asset Sales to equal or exceed $1,000,000 in the manner specified in subsection 2.5A(iii) to prepay and, on the term loans outstanding under 30th day after receipt of such Cash Proceeds, Borrower shall make an additional prepayment of the Credit Agreement, (xLoans in the manner specified in subsection 2.5A(iii) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced in an amount equal to the extent of the prepaymentexcess, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w)if any, (x) and (y) above to a Permitted Line of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of Asset Sale over Estimated Net Cash Proceeds of such Asset Sale; and, within one (1) Business Day of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation receipt of an any cash payment on any note constituting Net Cash Proceeds of Asset Sale, Borrower shall prepay the Company Loans in the manner specified in subsection 2.5A(iii) in an amount equal to such additional Net Cash Proceeds of Asset Sale; provided that, nothing in this subsection 2.5A(ii)(a) shall be construed to permit any such sale, financing or other disposition other than as otherwise expressly permitted by this Agreement unless otherwise approved by Requisite Lenders in writing; provided further that, concurrently with the making of any prepayment pursuant to this subsection 2.5A(ii)(a), Borrower shall deliver to the Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds of Asset Sale from the gross sales price of such any correlative Asset Sale. To Notwithstanding anything to the contrary contained in this subsection 2.5A(ii)(a), but provided that no Event of Default or Potential Event of Default has occurred and is continuing, in the event any prepayment pursuant to this subsection, which is applied in accordance with the provisions of subsection 2.5A(iii), would result in the incurrence by Borrower of liability pursuant to subsection 2.7E(ii), Borrower shall be permitted to retain and shall not be required to make a prepayment in respect of that portion of the Cash Proceeds from Asset Sales which would result in the incurrence of such liability; provided, however, that Borrower shall, on the last day of each subsequent Interest Period, make prepayments, in an aggregate amount not to exceed the aggregate amount of Cash Proceeds from Asset Sales retained by Borrower pursuant to this sentence, to the extent such prepayments do not result in the incurrence of liability pursuant to subsection 2.7E(ii). In the event that Holding or the applicable Subsidiary reasonably expects the proceeds of a sale of equipment of Holding or such Subsidiary to be reinvested within 180 days from the receipt of Cash Proceeds in similar productive assets used as aboveor useable in the business of Holding or such Subsidiary, then Borrower shall either (y) deliver cash in an amount equal to the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Estimated Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after the consummation of such Asset Sale if sale or the portion thereof expected to be reinvested to Administrative Agent to be held by Administrative Agent as collateral in accordance with the terms of this paragraph or (z) prepay Working Capital Loans and reduce the Working Capital Loan Commitments in accordance with the terms of the immediately succeeding paragraph. Upon Borrower's request and provided that no Event of Default has occurred and is continuing, Administrative Agent shall release such proceeds or a portion thereof to Borrower for reinvestment as described above. In the event Borrower fails to reinvest such Cash Proceeds on or prior to the extent that such Net Cash Proceeds are not applied by the Company or any Restricted Subsidiary end of the Company within 365 days applicable 180-day period, Administrative Agent shall apply such amount as provided a prepayment pursuant to this subsection 2.5A(ii)(a) and it shall be applied in the order set forth in subsection 2.5A(iii). In the event that Borrower elects to prepay Working Capital Loans in accordance with clause (z) of the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate , Borrower shall prepay Working Capital Loans and Exchange Notes shall be at 100% reduce the Working Capital Loan Commitments by the amount of the principal amount Estimated Net Cash Proceeds of such sale or the portion thereof plus accrued and unpaid interest thereon (in cash) expected to the date of repurchasebe reinvested; provided, furtherthat upon reinvestment in accordance with the terms of the immediately preceding paragraph, that the reduction in the Working Capital Loan Commitment shall be decreased by the amount of such reinvestment. In the event Borrower fails to reinvest all of such Cash Proceeds in accordance with the terms of the immediately preceding paragraph on or prior to the extent holders end of Fixed Rate Loans or Exchange Notes do not accept the applicable 180-day period, the reduction in Working Capital Loan Commitments in the aggregate amount of such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans reinvested shall automatically be permanent and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange Notes, as the case may be, which were tendered for repurchase and not accepted. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods specified by this paragraph equal or exceed $5.0 millionfinal.

Prepayments from Asset Sales. Upon No later than the fifth Business Day following the date of receipt by the Company Borrower or any Restricted Subsidiary of the Company its Subsidiaries of Cash Proceeds of any (x) Asset Sale permitted by Section 6.12generating Cash Proceeds in excess of $100,000 or (y) any Asset Sale that, together with previous Asset Sales occurring within the Company or any Restricted Subsidiary same twelve-month period, generates Cash Proceeds in excess of $250,000, Borrower shall prepay the Company shall, or shall cause its Restricted Subsidiaries to, apply Obligations in the amount of the Net Cash Proceeds of such Asset Sale (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent Sale. Concurrently with any prepayment of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application Loans pursuant to clauses (wthis subsection 2.4(c)(iii)(A), (x) and (y) above to a Permitted Line of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company Borrower shall deliver to the Agent Lender an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price of such Asset Salethereof. To In the extent not used as above, event that the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after the consummation prepayments previously made in respect of such Asset Sale if and to the extent were in an aggregate amount less than that such Net Cash Proceeds are not applied required by the Company or any Restricted Subsidiary terms of this subsection 2.4(c)(iii)(A), Borrower shall promptly make an additional prepayment of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; providedTerm Loan, furtherAcquisition Loans, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange NotesRevolving Loans, as the case may be, which were tendered for repurchase in an amount equal to the amount of any such deficit, and not acceptedBorrower shall concurrently therewith deliver to Lender an Officers' Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no Any mandatory repayments shall be required prepayments pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods subsection 2.4(c)(iii)(A) shall be applied as specified by this paragraph equal or exceed $5.0 millionin subsection 2.4(c)(iv).

Prepayments from Asset Sales. Upon receipt (i) cility, effect a permanent reduction in the availability under such revolving credit facility (whether or not such prepayment and/or commitment reduction is required), (B) to make an investment in Replacement Assets or (C) a combination of prepayment and investment permitted by the Company foregoing clauses (A) and (B). On the 361st day after an Asset Sale or any such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary of the Company of Cash Proceeds of any Asset Sale permitted by Section 6.12, the Company or any Restricted Subsidiary of the Company shall, or shall cause its Restricted Subsidiaries to, determines not to apply the Net Cash Proceeds of relating to such Asset Sale (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to as set forth in clauses (wA), (xB) and (yC) above to of the next preceding sentence (each, a Permitted Line of Business; provided"Net Proceeds Offer Trigger Date"), that with respect to the Disposition, the Company may apply up to $20.0 million such aggregate amount of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (A), (B) and (C) of the commitment thereunder and next preceding sentence (each a "Net Proceeds Offer Amount") shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Agent an Officers' Certificate demonstrating the derivation of Net Cash Proceeds from the gross sales price of such Asset Sale. To the extent not used as above, the Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net Cash Proceeds received from any Asset Sale on a date not later than the Business Day next succeeding the 365th day after the consummation of such Asset Sale if and to the extent that such Net Cash Proceeds are not be applied by the Company Borrower or any such Restricted Subsidiary of to make an offer to prepay the Company within 365 days as provided Loans at a price in the immediately preceding paragraph; provided that the offers cash equal to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof thereof, plus accrued and unpaid interest thereon (in cash) interest, if any, to the date of repurchaseprepayment (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") in accordance with the procedures set forth in Sections 3.3 through 3.5; provided, furtherhowever, that to if at any time any non-cash consideration received by the extent holders of Fixed Rate Loans Borrower or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange NotesRestricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 3.2(a). The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0 million resulting from one or more Asset Sales (at which were tendered for repurchase time, the entire unutilized Net Proceeds Offer Amount, and not accepted. Notwithstanding just the foregoing provisions amount in excess of this paragraph$2.0 million, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be applied as required pursuant to this paragraph until paragraph). (ii) In the date on which event of the aggregate transfer of substantially all (but not all) of the Property of the Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 7.1, the successor corporation shall be deemed to have sold the Properties of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 3.2(a), and shall comply with the provisions of this Section 3.2(a) with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such Properties of the Borrower or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds from all for purposes of this Section 3.2(a). (iii) Notwithstanding the two immediately preceding paragraphs, the Borrower and its Restricted Subsidiaries will be permitted to consummate an Asset Sales not reinvested within Sale without complying with such paragraphs to the time periods specified extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair market value; provided that any consideration constituting cash and Cash 33 -28- Equivalents received by the Borrower or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph equal or exceed $5.0 millionshall constitute Net Cash Proceeds subject to the provisions of the two preceding paragraphs.

Prepayments from Asset Sales. Upon No later than the second Business Day following the date of receipt by the Company Holdings or any Restricted Subsidiary of the Company its Subsidiaries of Cash Proceeds any proceeds of any Asset Sale permitted by Section 6.12of a Financed Aircraft, Company shall prepay, without premium or penalty (other than pursuant to subsection 2.6D), the Company or any Restricted Subsidiary Loans in an amount equal to the greater of the Company shall, or shall cause its Restricted Subsidiaries to, apply (i) Assigned Value of such Financed Aircraft and (ii) the sum of (x) the Net Cash Proceeds of such Asset Sale (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w), (x) and (y) above to a Permitted Line the Value of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net any non-Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of such Asset Sale. Concurrently with any prepayment of the commitment thereunder and shall apply the balance Loans pursuant to clause (wthis subsection 2.4B(ii)(a). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Administrative Agent an Officers' Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price of such Asset Salethereof and the amount required to be prepaid pursuant to this subsection 2.4B(ii)(a). To In the extent not used as above, the event that Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net at any time after receipt of Cash Proceeds received from of any Asset Sale on requiring a date not later than prepayment pursuant to this subsection 2.4B(ii)(a), determine that the Business Day next succeeding the 365th day after the consummation prepayments previously made in respect of such Asset Sale if and were in an aggregate amount less than that required by the terms of this subsection 2.4B(ii)(a), Company shall promptly make an additional prepayment of the Loans in the manner described above in an amount equal to the extent that amount of any such Net Cash Proceeds are not applied by deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officers' Certificate demonstrating the Company or any Restricted Subsidiary derivation of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; provided, further, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), resulting in such deficit and the additional amount required to purchase additional Fixed Rate Loans or Exchange Notes, as the case may be, which were tendered for repurchase and not accepted. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments shall be required prepaid pursuant to this paragraph until subsection 2.4B(ii)(a). Any mandatory prepayments pursuant to this subsection 2.4B(ii)(a) shall be applied as specified in subsection 2.4B(iii)." and (ii) deleting the date text "from the issuance of (x) any Permitted Extension Indebtedness with respect to a Financed Aircraft or (y) any other Indebtedness (other than Indebtedness permitted under Section 6.1 whether incurred on which the aggregate Net Cash Proceeds Fifth Restatement Effective Date or thereafter)" appearing in clause (ii)(b) of said Section and inserting the text "from all Asset Sales not reinvested within the time periods specified by this paragraph equal or exceed $5.0 millionissuance of any Permitted Extension Indebtedness with respect to a Financed Aircraft" in lieu thereof.

Prepayments from Asset Sales. Upon Simultaneously with the receipt by the Company or any Restricted Subsidiary of the Company its Subsidiaries of Cash Proceeds of any Asset Sale permitted by Section 6.12Sale, Company shall prepay the Company or Acquisition Loans incurred to acquire Eligible Assets up to an amount equal to the Asset Loan Amount in connection with the Asset Sale. Concurrently with any Restricted Subsidiary prepayment of the Company shallAcquisition Loans, or shall cause its Restricted Subsidiaries to, apply the Net Cash Proceeds of such Asset Sale (w) to prepay the term loans outstanding under the Credit Agreement, (x) to prepay revolving loans outstanding under the Credit Agreement; provided that the commitment under the Credit Agreement is permanently reduced to the extent of the prepayment, (y) to prepay any other Senior Debt or Guarantor Senior Debt or (z) apply any Net Cash Proceeds remaining after application pursuant to clauses (w), (x) and (y) above to a Permitted Line of Business; provided, that with respect to the Disposition, the Company may apply up to $20.0 million of Net Cash Proceeds to prepay revolving loans under the Credit Agreement without a permanent reduction of the commitment thereunder and shall apply the balance pursuant to clause (w). Promptly after the consummation of an Asset Sale, the Company shall deliver to the Agent each Lender an Officers' Certificate demonstrating the derivation of Net the Asset Loan Amount of the Cash Proceeds of the correlative Asset Sale from the gross sales price of such Asset Salethereof. To the extent not used as above, the If Company shall, or shall cause its Restricted Subsidiaries to, prepay the Floating Rate Loans and make offers to repurchase the Fixed Rate Loans and the Exchange Notes, all on a pro rata basis, with the Net at any time after receipt of Cash Proceeds received from of any Asset Sale on requiring a date not later than prepayment pursuant to this Section 2.3A(ii), determine that the Business Day next succeeding the 365th day after the consummation prepayments previously made in respect of such Asset Sale if and were in an aggregate amount less than that required by the terms of this Section 2.3A(ii), Company shall promptly make an additional prepayment of the Acquisition Loans in the manner described above in an amount equal to the extent that amount of any such Net Cash Proceeds are not applied by deficit, and Company shall concurrently therewith deliver to each Lender an Officers' Certificate demonstrating the Company or any Restricted Subsidiary derivation of the Company within 365 days as provided in the immediately preceding paragraph; provided that the offers to repurchase Fixed Rate Loans and Exchange Notes shall be at 100% of the principal amount thereof plus accrued and unpaid interest thereon (in cash) to the date of repurchase; provided, further, that to the extent holders of Fixed Rate Loans or Exchange Notes do not accept such offer the Company will apply any Net Cash Proceeds not accepted by such holders (1) to prepay additional amounts of Floating Rate Loans and (2) to the extent additional Net Cash Proceeds remain after application of clause (1), to purchase additional Fixed Rate Loans or Exchange Notes, as the case may be, which were tendered for repurchase and not acceptedresulting in such deficit. Notwithstanding the foregoing provisions of this paragraph, after the Conversion Date, so long as no Default or Event of Default shall have occurred and be continuing, no Any mandatory repayments shall be required prepayments pursuant to this paragraph until the date on which the aggregate Net Cash Proceeds from all Asset Sales not reinvested within the time periods Section 2.3A(ii) shall be applied as specified by in Section 2.3B. Acquisition Loans prepaid pursuant to this paragraph equal or exceed $5.0 million.Section 2.3A(ii) may be reborrowed in accordance with Section 2.1A."