Common use of Application of Proceeds and Payments Clause in Contracts

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to Section

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f11(e) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; orsuch (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) and (b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (b) hereof, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under any policy of insurance (including a Governmental Entity providing other than liability insurance) or any other person (other than an indemnity in lieu thereofinsurer under insurance maintained by Lessor) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c12(d), 12(e) and (eor 12(f) hereofhereof as applicable. Subject to Section 11(f11(e) belowhereof, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss sum of (x) Rent accrued but unpaid through the date of receipt of such payments plus (y) the Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii1l(a) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss unpaid Rent and Casualty Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, Lessee shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter (if such payment remaining thereafter is received with respect to insurance other than liability insurance) shall be paid over to, or retained by, Lessee, except to the extent any such amount is specifically allocable to an interest of Lessor; or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(b), unless a Default or Event of Default shall have occurred and be continuing or this Lease shall have been declared in default in accordance with Section 18 hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under any policy of insurance required to be maintained pursuant to Article XI (including a Governmental Entity providing an indemnity in lieu thereofother than liability insurance) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereofSection 11.05. Subject to Section 11(f) below4.07, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person (except as provided in the preceding sentence) with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (iia) if such payments are received as a result of an Event of Loss with respect to the Airframe (or an the Airframe and the Engine which or Engines installed thereon): (i) so much of such payments as shall not exceed the amounts payable by Lessee pursuant to Section 12.01(a)(i) shall be paid to Lessor in reduction of Lessee's obligation to pay such amounts if not already paid by Lessee, or, if already paid by Lessee, shall be applied by Lessor to reimburse Lessee for its payment of such amounts and the balance of such payment, if any, remaining thereafter shall be paid over to, or retained by, Lessee; or (ii) if the Airframe (or the Airframe and the Engines or Engines installed thereon) is being replaced in accordance with Section 12.01(a)(ii), all such payments shall be held by Lessor as security until such time as Lessee shall have fully complied with its obligations under Section 12.01(a)(ii) and (c), whereupon such payments shall be paid over to Lessee or to such other Person or Persons as Lessee may direct or shall be applied as provided in Section 12.01(a)(i) if such replacement is not completed within the applicable time period; and (b) if such payments are received with respect to an Event of Loss to an Engine that has been or is being replaced by the Lessee pursuant to Sectionthe terms hereof, such payments shall be paid over to, or retained by, the Lessee, PROVIDED that if the Lessee has not completed such replacement, such payments shall be paid over to, or retained by, the Lessor as security, and upon completion of, or in connection with a closing for, such replacement in accordance with Section 12.02, shall be paid over to or retained by the Lessee.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under any policy of insurance (including a Governmental Entity providing other than liability insurance) or any other person (other than an indemnity in lieu thereofinsurer under insurance maintained by Lessor) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c12(d), 12(e) and (eor 12(f) hereofhereof as applicable. Subject to Section 11(f) belowhereof, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss sum of accrued, unpaid Rent plus the Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii11(a) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss unpaid Rent and Casualty Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall Lessee (unless a Default or an Event of Default shall have occurred and be continuing) shall be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter (if such payment remaining thereafter is received with respect to insurance other than liability insurance) (unless a Default or an Event of Default shall have occurred and be continuing) shall be paid over to, or retained by, LessorLessee; or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(b), unless a Default or Event of Default shall have occurred and be continuing, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under insurance (including a Governmental Entity providing an indemnity in lieu thereof) other than liability insurance), from any governmental authority or other person with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii11(a) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Casualty Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall Lessee (unless a Default or an Event of Default shall have occurred and be continuing) shall be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter (if such payment remaining thereafter is received with respect to insurance other than liability insurance) (unless a Default or an Event of Default shall have occurred and be continuing) shall be paid over to, or retained by, Lessee, except to the extent any such amount is specifically allocable to an interest of Lessor; or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(b), unless a Default or Event of ▇▇-▇ ▇▇▇ ▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ shall have occurred and be continuing, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):Owner (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner 73 Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (ii) voluntary prepayments of Revolving Loans and European Working Capital Loans shall be applied as determined by Appropriate Borrower Representative and voluntary prepayments of Term Loans shall be applied as in accordance with Section 1.5(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.5(c); provided that prior to application of any funds to any payments or prepayments of principal of any Loan the Appropriate Agent, in its discretion, may (provided that European Loan Agent and European Working Capital Loan Agent shall first consult with the Administrative Agent), apply such funds to Fees and any expenses of the Agents then reimbursable hereunder and to interest then due on the Loans, ratably in proportion to the interest accrued as to each Loan; provided further that no payments from any European Credit Party shall be applied to principal of the US Term Loans or US Revolving Loan or any interest thereon or any Fees payable with respect thereto. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Except as otherwise provided in Sections 6.5(b) and (c), as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received at from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to direct Appropriate Agent to apply any time and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Lessor Appropriate Agent in the Loan Account or by Lessee any other books and records; provided that no payments from any insurer European Credit Party shall be applied to principal of the US Term Loans or US Revolving Loan or any interest thereon or any Fees payable with respect thereto. In the absence of a specific determination by Administrative Agent with respect thereto, payments shall be applied to amounts then due and payable in the following order: (1) to each Agent’s expenses and Fees reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 6.3, ratably to the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) to all other Obligations, including a Governmental Entity providing an indemnity in lieu thereofexpenses of Lenders to the extent reimbursable under Section 1.3(d). (b) Upon the exercise of any rights and remedies by any Authorized Agent under any of the Loan Documents with respect to an Event Collateral pledged by any US Credit Party to secure the Obligations of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (US Credit Parties after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) , any and all Proceeds received by any Authorized Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by Lessor such Agent in the following order: (1) to reimburse Lessee for its payment expenses of such Stipulated Loss Value the Administrative Agent and other payments Fees reimbursable hereunder; (2) to interest on the US Revolving Loan and the balanceUS Term Loans ratably in proportion to the interest accrued thereon; (3) to principal of the US Revolving Loan and the US Term Loans ratably in proportion to the outstanding principal amounts thereof; (4) to all other Obligations of the US Lenders to the extent reimbursable under Section 1.3(f), if anyratably in proportion to the unpaid amount thereof; (5) to fees and expenses of the European Loan Agent, the European Funding Agent, the European Working Capital Loan Agent and the European Security Agent; (6) to interest on the European Revolving Credit Loan, the European Working Capital Loan and the European Term Loan A ratably in proportion to interest accrued thereon; (7) to principal of such payment remaining thereafter shall the European Revolving Credit Advances, the European Working Capital Credit Advances and the European Term Loan A ratably in proportion to the outstanding principal amounts thereof; (8) to all other Obligations of the European Lenders to the extent reimbursable under Section 1.3(f), ratably in proportion to the unpaid amount thereof; and (9) to the US Borrowers or to whomsoever may be paid over to, lawfully entitled to receive the same or retained by, Lessor; oras a court of competent jurisdiction may direct. (iic) if such payments are received as a result Upon the exercise of any rights and remedies by European Loan Agent, European Funding Agent, the European Working Capital Loan Agent or European Security Agent under any of the Loan Documents with respect to Collateral pledged by any European Credit Party to secure the Obligations of the European Credit Parties after an Event of Loss Default shall have occurred and be continuing, any and all Proceeds received by European Loan Agent, the European Funding Agent, the European Working Capital Loan Agent or the European Security Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by European Loan Agent, European Funding Agent, the Airframe European Working Capital Loan Agent or an Engine which is being replaced pursuant European Security Agent in the following order: (1) to SectionFees and expenses of the European Loan Agent, European Funding Agent, the European Working Capital Loan Agent or European Security Agent reimbursable hereunder; (2) to interest on the European Revolving Loan, the European Working Capital Loan and the European Term Loan A ratably in proportion to the interest accrued thereon; (3) to principal of the European Revolving Credit Advances. the European Working Capital Credit Advances and the European Term Loan A ratably in proportion to the outstanding principal amounts thereof; (4) to all other Obligations of the European Lenders to the extent reimbursable under Section 1.3(f) ratably in proportion to the unpaid amount thereof; and (5) to the European Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under any policy of insurance (including a Governmental Entity providing other than liability insurance) or any other person (other than an indemnity in lieu thereofinsurer under insurance maintained by Lessor) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c12(d), 12(e) and (eor 12(f) hereofhereof as applicable. Subject to Section 11(f) belowhereof, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): follows: (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss sum of accrued, unpaid Rent plus the Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii11(a) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss unpaid Rent and Casualty Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall Lessee (unless a Default or an Event of Default shall have occurred and be continuing) shall be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter (if such payment remaining thereafter is received with respect to insurance other than liability insurance) (unless a Default or an Event of Default shall have occurred and be continuing) shall be paid over to, or retained by, LessorLessee; or or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(b), unless a Default or Event of Default shall have occurred and be continuing, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments under insurance (other than insurance liability insurance), or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii11(c)(ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii11(a) of this Lease shall be paid to or as directed by Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Casualty Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall Lessee (unless a Default or an Event of Default shall have occurred and be continuing) shall be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter, if such payment remaining thereafter is received with respect to insurance other than liability insurance (unless a Default or an Event of Default shall have occurred and be continuing) shall be paid over to, or retained by, Lessorby Lessee; or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced by Lessee with a Replacement Engine pursuant to SectionSection 11(b) hereof, unless a Default or Event of Default shall have occurred and be continuing, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have satisfied Lessor, in its sole discretion, that Lessee has fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer under any policy of insurance (including a Governmental Entity providing an indemnity in lieu thereofother than liability insurance) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(cSection 12(d), 12(e) and (eor 12(f) hereofhereof as applicable. Subject to Section 11(f) belowhereof, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii11(a) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Casualty Value and other payments, if not already paid by Lessee, Lessee or, if already paid by Lessee, shall Lessee (unless a Default or an Event of Default shall have occurred and be continuing) ), shall be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter (if such payment remaining thereafter is received with respect to insurance other than liability insurance) (unless a Default shall have occurred and be continuing) shall be paid over to, or retained by, Lessee, except to the extent any such amount is specifically allocable to an interest of Lessor; or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(b), unless a Default shall have occurred and be continuing (and except as otherwise contemplated by Section 11(b) if the 45-day period specified for the replacement thereof is to be extended to 180 days, as therein provided), all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith has fully performed, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to Sectionor

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; orif (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other - 69 - 71 than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f11(e) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, payments if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to SectionSection 11(a)(i) and (b) hereof, all such payments shall be paid over to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Sections 11(a)(i) and (b) hereof, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Application of Proceeds and Payments. Any payments (a) So long as the Discharge of Senior Lien Obligations has not occurred, any Collateral or proceeds thereof received at by the Senior Lien Collateral Agent in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies or in connection with any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss Insolvency Proceeding, shall be applied by the Senior Lien Collateral Agent to the Senior Lien Obligations in such order as specified in the manner relevant Senior Lien Note Documents. Upon the Discharge of the Senior Lien Obligations, the Senior Lien Collateral Agent shall deliver to the Second Lien Claimholders any proceeds of Collateral held by the Senior Lien Collateral Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Claimholders to the Second Lien Obligations in such order as specified in Sections 12(cthe relevant Second Lien Collateral Documents. (b) and (e) hereof. Subject to Section 11(f) belowIn the event of any Insolvency Proceeding involving the Issuer or any Guarantor, all Senior Lien Obligations shall first be Paid in Full in cash before any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect distributions, whether in cash, securities or other property, shall be made to an Event the Second Lien Claimholders from the Senior Lien Primary Assets on account of Loss will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall any Second Lien Obligations. Any amounts that would otherwise be paid to Lessor the Second Lien Claimholders but for the provisions of this Section 4.1(b) shall instead be paid to the Senior Lien Claimholders until Discharge of Senior Lien Obligations has occurred, and any amounts received by the Second Lien Claimholders in reduction contravention of Lessee's obligation the provisions of this Section 4.2(b) shall be subject to pay the turnover provisions of Section 4.3. (c) So long as the Discharge of Secured Note Obligations has not occurred, any Collateral or proceeds thereof received by the Secured Note Collateral Agent in connection with the sale or other disposition of, or collection on, such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by LesseeCollateral upon the exercise of remedies or in connection with any Insolvency Proceeding, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Lessor the Secured Note Collateral Agent to reimburse Lessee for its payment the Secured Note Obligations in such order as specified in the relevant Secured Note Documents. Upon the Discharge of the Secured Note Obligations, the Secured Note Collateral Agent shall deliver to the Subordinated Claimholders any proceeds of Collateral held by the Secured Note Collateral Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Subordinated Claimholders to the Subordinated Obligations in such Stipulated Loss Value and order as specified in the relevant Subordinated Collateral Documents. (d) In the event of any Insolvency Proceeding involving the Issuer or any Guarantor, all Secured Note Obligations shall first be Paid in Full in cash before any payments or other payments and the balancedistributions, if anywhether in cash, of such payment remaining thereafter securities or other property, shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect made to the Airframe or an Engine which is being replaced pursuant Subordinated Claimholders on account of any Subordinated Obligations. Any amounts that would otherwise be paid to Sectionthe Subordinated Claimholders but for the provisions of this Section 4.1(b) shall instead be paid to the Secured Note Claimholders until Discharge of Secured Note Obligations has occurred, and any amounts received by the Subordinated Claimholders in contravention of the provisions of this Section 4.2(b) shall be subject to the turnover provisions of Section 4.3.

Application of Proceeds and Payments. Any (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (ii) voluntary prepayments of Revolving Loans shall be applied as determined by Appropriate Borrower Representative and voluntary prepayments of Term Loans shall be applied as in accordance with Section 1.5(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.5(e); provided that prior to application of any funds to any payments or prepayments of principal of any Loan the Appropriate Agent, in its discretion, may (provided that European Loan Agent shall first consult with the Administrative Agent), apply such funds to Fees and any expenses of the Agents then reimbursable hereunder and to interest then due on the Loans, ratably in proportion to the interest accrued as to each Loan; provided further that no payments from any European Credit Party shall be applied to principal of the US Term Loans or US Revolving Loan or any interest thereon or any Fees payable with respect thereto. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Except as otherwise provided in Sections 6.5(b) and (c), as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received at from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to direct Appropriate Agent to apply any time and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Lessor Appropriate Agent in the Loan Account or by Lessee any other books and records; provided that no payments from any insurer European Credit Party shall be applied to principal of the US Term Loans or US Revolving Loan or any interest thereon or any Fees payable with respect thereto. In the absence of a specific determination by Administrative Agent with respect thereto, payments shall be applied to amounts then due and payable in the following order: (1) to each Agent's expenses and Fees reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 6.3, ratably to the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) to all other Obligations, including a Governmental Entity providing an indemnity in lieu thereofexpenses of Lenders to the extent reimbursable under Section 1.3(e). (b) Upon the exercise of any rights and remedies by any Authorized Agent under any of the Loan Documents with respect to an Event Collateral pledged by any US Credit Party to secure the Obligations of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments (other than insurance or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss will be applied as follows (US Credit Parties after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses): (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) , any and all Proceeds received by any Authorized Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by Lessor such Agent in the following order: (1) to reimburse Lessee for its payment expenses of such Stipulated Loss Value the Administrative Agent and other payments Fees reimbursable hereunder; (2) to interest on the US Revolving Loan and the balanceUS Term Loans ratably in proportion to the interest accrued thereon; (3) to principal of the US Revolving Loan and the US Term Loans ratably in proportion to the outstanding principal amounts thereof; (4) to all other Obligations of the US Lenders to the extent reimbursable under Section 1.3(e), if anyratably in proportion to the unpaid amount thereof; (5) to fees and expenses of the European Loan Agent, the European Funding Agent and the European Security Agent; (6) to interest on the European Revolving Credit Advances and the European Term Loan A ratably in proportion to interest accrued thereon; (7) to principal of such payment remaining thereafter shall the European Revolving Credit Advances and the European Term Loan A ratably in proportion to the outstanding principal amounts thereof; (8) to all other Obligations of the European Lenders to the extent reimbursable under Section 1.3(e), ratably in proportion to the unpaid amount thereof; and (9) to the US Borrowers or to whomsoever may be paid over to, lawfully entitled to receive the same or retained by, Lessor; oras a court of competent jurisdiction may direct. (iic) if such payments are received as a result Upon the exercise of any rights and remedies by European Loan Agent, European Funding Agent or European Security Agent under any of the Loan Documents with respect to Collateral pledged by any European Credit Party to secure the Obligations of the European Credit Parties after an Event of Loss Default shall have occurred and be continuing, any and all Proceeds received by European Loan Agent, the European Funding Agent or the European Security Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by European Loan Agent, European Funding Agent or European Security Agent in the Airframe following order: (1) to Fees and expenses of the European Loan Agent, European Funding Agent or an Engine which is being replaced pursuant European Security Agent reimbursable hereunder; (2) to Sectioninterest on the European Revolving Loan and the European Term Loan A ratably in proportion to the interest accrued thereon; (3) to principal of the European Revolving Credit Advances and the European Term Loan A ratably in proportion to the outstanding principal amounts thereof; (4) to all other Obligations of the European Lenders to the extent reimbursable under Section 1.3(e) ratably in proportion to the unpaid amount thereof; and (5) to the European Borrowers or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Proceeds and Payments. Any payments received at any time by Lessor or by Lessee from any insurer (including a Governmental Entity providing an indemnity in lieu thereof) with respect to an Event of Loss shall be applied in the manner specified in Sections 12(c) and (e) hereof. Subject to Section 11(f) below, any payments under insurance (other than insurance Excluded Payments), or such indemnity proceeds) received at any time by Lessor or Lessee from any Governmental Entity or other Person with respect to an Event of Loss a Casualty Occurrence will be applied as follows (after reimbursement of Lessor, Indenture Trustee and Owner Participant for their reasonable out-of-pocket costs and expenses):follows: (i) unless clause (ii11(c)(ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Casualty Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii11(a) of this Lease shall be paid to or as directed by Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Casualty Value and other payments, if not already paid by Lessee, or, if already paid by Lessee, shall Lessee (unless a Default or an Event of Default shall have occurred and be continuing) shall be applied by Lessor to reimburse Lessee for its payment of such Stipulated Loss Casualty Value and other payments and the balancebalance of such payment, if any, of remaining thereafter, if such payment remaining thereafter is received with respect to insurance other than liability insurance (unless an Event of Default shall have occurred and be continuing) shall be paid over to, or retained by, Lessorby Lessee; or (ii) if such payments are received as a result of an Event of Loss a Casualty Occurrence with respect to the Airframe or an Engine which is being replaced by Lessee with a Replacement Engine pursuant to SectionSection 11(b) hereof, unless an Event of Default shall have occurred and be continuing, all such payments shall be paid over to, or retained by, Lessee if Lessee has fully performed or, concurrently therewith will fully perform, the terms of Section 11(b) and of Section 15 hereof with respect to the Casualty Occurrence for which such payments are made.