Common use of Application of Insurance Payments Clause in Contracts

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designee; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designee; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designee.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses expenses, as shall do not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have has fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding first paragraph of this Section 7.06(f) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreementother Operative Documents and shall be invested pursuant to Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and at the other Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. Loan Trustee shall give Company prompt written notice of any such application, but the failure to so notify Company shall not in any way affect the rights of Loan Trustee hereunder. At such time as there shall not be continuing any such no Event of Default or Payment Default, such amount shall be paid to Company to the Company or its designeeextent not previously applied in accordance with this Section 7.06(f).

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining remaining, after reimbursement of the Loan Trustee for its costs and expenses expenses, as shall do not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have has fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding first paragraph of this Section 7.06(f) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreementother Operative Documents and shall be invested pursuant to Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and at the other Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. At such time as there shall not be continuing any such no Event of Default or Payment Default, such amount shall be paid to Company to the Company or its designeeextent not previously applied in accordance with this Section 7.06(f).

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company Company, it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designee; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designee; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the CompanyCompany (or, if a lease to a Permitted Lessee is then in effect, by such Permitted Lessee), and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company (or such Permitted Lessee) or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyCompany or, if a lease to a Permitted Lessee is then in effect, such Permitted Lessee) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company (or such Permitted Lessee) or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment or retention an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to andbut, subject to Section 5.06, shall be paid over to or held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall do not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s 's obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have has fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i), (ii) or (iii) of the second preceding first paragraph of this Section 7.06(d) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation AgreementIndenture, and at such time as there shall not be continuing when any such Event of Default or Payment DefaultDefault ceases, such amount shall shall, to the extent not theretofore applied as provided herein, be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company;. (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s 's obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under the terms of Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i), (ii) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation AgreementIndenture, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall shall, to the extent not theretofore applied as provided herein, be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company Company, it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designee; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designee; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the CompanyCompany (or, if a lease to a Permitted Lessee is then in effect, by such Permitted Lessee), and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company (or such Permitted Lessee) or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyCompany or, if a lease to a Permitted Lessee is then in effect, such Permitted Lessee) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company (or such Permitted Lessee) or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment or retention an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to andbut, subject to Section 5.06, shall be paid over to or held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreementother Operative Documents and shall be invested pursuant to Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and at the other Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. Loan Trustee shall give Company prompt written notice of any such application, but the failure to so notify Company shall not in any way affect the rights of Loan Trustee hereunder. At such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to Company to the Company or its designeeextent not previously applied in accordance with this Section 7.06(d).

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section ‎Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section ‎Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses expenses, as shall do not exceed the amounts required to be paid by the Company pursuant to Section ‎Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have has fully performed its obligations under Section ‎Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 Sections ‎7.02 and Section 7.04‎7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i‎(i) or (iii‎(ii) of the second preceding first paragraph of this ‎Section 7.06(f) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreementother Operative Documents and shall be invested pursuant to ‎Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and at the other Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. Loan Trustee shall give Company prompt written notice of any such application, but the failure to so notify Company shall not in any way affect the rights of Loan Trustee hereunder. At such time as there shall not be continuing any such no Event of Default or Payment Default, such amount shall be paid to Company to the Company or its designeeextent not previously applied in accordance with this ‎Section 7.06(f).

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining remaining, after reimbursement of the Loan Trustee for its costs and expenses expenses, as shall do not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have has fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding first paragraph of this Section 7.06(f) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreementother Operative Documents and shall be invested pursuant to Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and at the other Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. At such time as there shall not be continuing any such no Event of Default or Payment Default, such amount shall be paid to Company to the Company or its designeeextent not previously applied in accordance with this Section 7.06(f).

Application of Insurance Payments. All losses will be adjusted by the Company Lessee with the insurers. As between the Loan Trustee and the Company it is agreed that all All insurance payments received under policies required to be maintained by the Company Lessee hereunder, exclusive of any payments received in excess of the Loan AmountStipulated Loss Value for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe (or the Airframe and any the Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(aAirframe), so much of such payments remaining after reimbursement of the Loan Trustee Lessor for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the CompanyLessee’s obligation to pay such amountsthe Stipulated Loss Value and other amounts required to be paid by Lessee pursuant to Section 10(a), if not already paid by the CompanyLessee, or, if already paid by the CompanyLessee, shall will be applied to reimburse the Company Lessee for its payment of such amounts Stipulated Loss Value and such other amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company Lessee or its designee; and (iiiii) if such payments are received with respect to an Engine with regard to which an Event of Loss with respect to an Engine under the circumstances contemplated by Section 7.05(b) has occurred8(d), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company Lessee or its designee; provided that in the Company case of an Engine with respect to which an Event of Loss shall have occurred or shall have been deemed to have occurred pursuant to Section 7(b) or Section 10(d) Lessee shall have fully performed its obligations under the terms of Section 7.05(b8(d) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, Stipulated Loss Value for the Aircraft shall be paid to the Company Lessee or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyLessee) for repairs or for replacement property in accordance with the terms of Section 7.02 7 and Section 7.048, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company Lessee or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding paragraph that which is payable to the Company Lessee or its designee shall not be paid to the Company Lessee or its designee (or, if it has been previously paid directly to the CompanyLessee, shall not be retained by the CompanyLessee) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject and held by Lessor pursuant to Section 5.0622, held by the Loan Trustee as security for the obligations of the Company Lessee under this Indenture and the Participation AgreementLease, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company Lessee or its designee.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall do not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s 's obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i), (ii) or (iii) of the second preceding first paragraph of this Section 7.06(d) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation AgreementIndenture, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall shall, to the extent not theretofore applied as provided herein, be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between among the Loan Security Agent, the Trustee and the Company it is agreed that that, with respect to such Aircraft, all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the applicable Loan AmountAmount for such Aircraft, as the result of the occurrence of an Event of Loss with respect to the such Airframe or an any such Engine related to such Airframe will be applied as follows: (i) if such payments are received with respect to the such Airframe or the such Airframe and any Engines installed on the such Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee Security Agent and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) (A) if such payments are received with respect to the such Airframe or the such Airframe and any Engines installed on the such Airframe that has not been and will not be replaced as contemplated by pursuant to Section 7.05(a), so much of such payments remaining after reimbursement of ) and the Loan Trustee for its costs and expenses as shall Company has not exceed yet paid the amounts redemption price required to be paid by the Company pursuant to Section 2.10 hereof 2.19(c) of the Indenture, each of the Company and the Trustee shall be applied pay over any such payments to the Security Agent, and, promptly upon receipt of such payments from any Person, after reimbursement of the Security Agent for its costs and expenses (Aprovided that the aggregate amount of such costs and expenses so reimbursed shall not exceed the redemption price payable by the Company pursuant to Section 2.19(c) in reduction of the Indenture), the Security Agent shall (x) distribute so much of such payments as to not exceed the redemption price payable by the Company pursuant to Section 2.19(c) of the Indenture to the Trustee (and the Trustee hereby agrees to apply such amounts to the Company’s obligation pursuant to Section 2.19(c) of the Indenture to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts redemption price) and (By) pay over the balance, if any, of such payment payments remaining thereafter to the Company or its designee; or (B) if such payments are received with respect to such Airframe or such Airframe and any Engines installed on such Airframe that has not been and will not be replaced pursuant to Section 7.05(a) and the Company has already paid the redemption price required to be paid by the Company pursuant to Section 2.19(c) of the Indenture, after reimbursement of the Security Agent for its costs and expenses (provided that the aggregate amount of such costs and expenses so reimbursed shall not exceed the redemption price payable by the Company pursuant to Section 2.19(c) of the Indenture), such payments shall be paid over to, or retained by, the Company or its designee; and (iii) if such payments are received with respect to an any such Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee Security Agent for its costs and expenses shall be paid over to, or retained by, the Company or its designee; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the such Airframe or any such Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the such Aircraft in excess of the applicable Loan AmountAmount for such Aircraft, shall be paid to the Company or its designee. The insurance payments for any loss or damage to the such Airframe or an any such Engine not constituting an Event of Loss with respect to the such Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee Security Agent as security for the obligations of the Company under this Indenture Aircraft Security Agreement and the Participation AgreementIndenture, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designee.

Application of Insurance Payments. All losses will be adjusted by the Company Lessee with the insurers. As between the Loan Trustee and the Company it is agreed that all All insurance payments received under policies required to be maintained by the Company Lessee hereunder, exclusive of any payments received in excess of the Loan AmountStipulated Loss Value for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe (or the Airframe and any the Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(aAirframe), so much of such payments remaining after reimbursement of the Loan Trustee Lessor for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the CompanyLessee’s obligation to pay such amountsthe Stipulated Loss Value and other amounts required to be paid by Lessee pursuant to Section 10(a), if not already paid by the CompanyLessee, or, if already paid by the CompanyLessee, shall will be applied to reimburse the Company Lessee for its payment of such amounts Stipulated Loss Value and such other amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company Lessee or its designee; and (iiiii) if such payments are received with respect to an Engine with regard to which an Event of Loss with respect to an Engine under the circumstances contemplated by Section 7.05(b) has occurred8(d), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company Lessee or its designee; provided that in the Company case of an Engine with respect to which an Event of Loss shall have occurred or shall have been deemed to have occurred pursuant to Section 7(b) or Section 10(d) Lessee shall have fully performed its obligations under the terms of Section 7.05(b8(d) with respect to the Event of Loss for which such payments are made. LA 1 – Lease Agreement In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, Stipulated Loss Value for the Aircraft shall be paid to the Company Lessee or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyLessee) for repairs or for replacement property in accordance with the terms of Section 7.02 7 and Section 7.048, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company Lessee or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding paragraph that which is payable to the Company Lessee or its designee shall not be paid to the Company Lessee or its designee (or, if it has been previously paid directly to the CompanyLessee, shall not be retained by the CompanyLessee) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject and held by Lessor pursuant to Section 5.0622, held by the Loan Trustee as security for the obligations of the Company Lessee under this Indenture and the Participation AgreementLease, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company Lessee or its designee.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company Company, it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designee; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designee; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the CompanyCompany (or, if a lease to a Permitted Lessee is then in effect, by such Permitted Lessee), and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company (or such Permitted Lessee) or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyCompany or, if a lease to a Permitted Lessee is then in effect, such Permitted Lessee) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company (or such Permitted Lessee) or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment or retention an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to andbut, subject to Section 5.06, shall be paid over to or held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company Lessee with the insurers. As between the Loan Trustee Lessor and the Company Lessee it is agreed that all insurance payments received under policies required to be maintained by the Company Lessee hereunder, exclusive of any payments received in excess of the Loan AmountStipulated Loss Value for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company Lessee pursuant to Section 7.05(a10(a), such payments shall be paid over to, or retained by, the Loan Trustee Lessor and upon completion of such replacement shall be paid over to, or retained by, the CompanyLessee; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a10(a), after reimbursement of Lessor (as provided in Section 7.01 of the Trust Agreement) for actual and reasonable out-of-pocket costs and expenses, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall do not exceed the amounts Stipulated Loss Value required to be paid by the Company Lessee pursuant to Section 2.10 hereof 10(a) shall be applied (A) in reduction of the Company’s Lessee's obligation to pay such amountsthe Stipulated Loss Value, if not already paid by the CompanyLessee, or, if already paid by the CompanyLessee, shall be applied to reimburse the Company Lessee for its payment of such amounts the Stipulated Loss Value and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeLessee; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of Lessor (as provided in Section 7.01 of the Loan Trustee Trust Agreement) for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeLessee; provided that the Company shall have Lessee has fully performed its obligations under Section 7.05(b10(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Lessee in excess of the Loan Amount, Stipulated Loss Value for the Aircraft shall be paid to the Company or its designeeLessee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyLessee) for repairs or for replacement property in accordance with the terms of Section 7.02 Sections 7 and Section 7.048, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeLessee. Any amount referred to in the preceding sentence or in clause (i), (ii) or (iii) of the second preceding first paragraph of this Section 11(d) that is payable to the Company or its designee Lessee shall not be paid to the Company Lessee (or, if it has been previously paid directly to the CompanyLessee, shall not be retained by the CompanyLessee) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee Lessor as security for the obligations of the Company Lessee under this Indenture and the Participation AgreementLease, and at such time as there shall not be continuing when any such Event of Default or Payment DefaultDefault ceases, such amount shall shall, to the extent not theretofore applied as provided herein, be paid to the Company or its designeeLessee.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the 77 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining 78 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company;. (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof and of each Related Indenture shall be applied (A) in reduction of the Company’s 's obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeamounts; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and Indenture, the Participation Agreement, the Related Indentures and the Related Participation Agreements, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall shall, to the extent not theretofore applied as provided herein, be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company;. (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s 's obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under the terms of Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designee.58

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company Lessee with the insurers. As between the Loan Trustee Lessor and the Company Lessee it is agreed that xxxx all insurance payments received under policies required to be maintained by the Company hereunderLessee under this Lease, exclusive of any payments received in excess of the Loan AmountStipulated Loss Value for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe (or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(aAirframe), so much of such payments remaining after reimbursement of the Loan Trustee Lessor for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall will be applied (A) in reduction of the Company’s Lessee's obligation to pay such amountsthe Stipulated Loss Value required to be paid by Lessee pursuant to the Section captioned "EVENT OF LOSS", if not already paid by the CompanyLessee, or, if already paid by the CompanyLessee, shall will be applied to reimburse the Company Lessee for its payment of such amounts Stipulated Loss Value, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeLessee; and (iiiii) if such payments are received wxxx xxspect to an Event of Loss with respect to an Engine with regard to which an Event of Loss under the circumstances contemplated by the Section 7.05(b) has occurredcaptioned "REPLACEMENT ENGINES", so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall will be paid over to, or retained by, the Company or its designeeLessee; provided PROVIDED that the Company Lessee shall have fully performed its obligations under the terms of such Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, As between Lessor and (y) Lessee the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall Stipulated Loss Value for the Aircraft will be paid to Lessee. As between Lessor and Lessee the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyLessee) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04property, and any balance remaining after compliance with such Sections with respect to such loss or damage shall will be paid to the Company or its designeeLessee. Any amount referred to in the preceding sentence or in clause CLAUSE (i) or CLAUSE (iiiii) of the second preceding paragraph that which is payable to the Company or its designee Lessee shall not be paid to the Company Lessee (or, if it has been previously paid directly to the CompanyLessee, shall not be retained by the CompanyLessee) if at the time of such payment an Event of Default or Payment Specified Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid Lessor pursuant to the Company or its designee.Section captioned "INVESTMENT OF SECURITY Annex C to Appendix B

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; ; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designee; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designee.

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan AmountAmount for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining remaining, after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses expenses, as shall do not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurredEngine, so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have has fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft Company in excess of the Loan Amount, Amount for the Aircraft shall be paid to the Company or its designeeCompany. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section Sections 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding first paragraph of this Section 7.06(f) that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have has occurred and be is continuing, but shall be paid to and, subject to Section 5.06, and held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreementother Operative Documents and shall be invested pursuant to Section 5.06 unless and until such amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and at the other Operative Documents as and when due, it being understood that any such application shall be made to such obligations of Company as Loan Trustee may determine in its sole discretion. Loan Trustee shall give Company prompt written notice of any such application, but the failure to so notify Company shall not in any way affect the rights of Loan Trustee hereunder. At such time as there shall not be continuing any such no Event of Default or Payment Default, such amount shall be paid to Company to the Company or its designeeextent not previously applied in accordance with this Section 7.06(f).

Application of Insurance Payments. All losses will be adjusted by the Company or, if applicable, any Permitted Lessee with the insurers. As between the Loan Security Trustee and the Company Company, it is agreed that all insurance payments received under policies required to be maintained by the Company hereunderunder Section 3.6(b), exclusive of any payments received in excess of the Loan AmountAmount from such policies, as the result of the occurrence of an Event of a Total Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe (or the Airframe and any Engines installed on the Airframe Airframe) that has been or is being replaced by the Company pursuant to Section 7.05(a3.5(a), such payments shall be paid over to, or retained by, the Loan Trustee Security Trustee, and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe (or the Airframe and any Engines installed on the Airframe Airframe) that has not been and will not be replaced as contemplated by pursuant to Section 7.05(a3.5(a), so much of such payments remaining after reimbursement of the Loan Security Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof 2.4(a) of the Loan Agreement shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard respect to which an Event of a Total Loss contemplated by has occurred (or been deemed to occur) under the circumstances in which Section 7.05(b3.5(b) has occurredshall be applicable, so much of such payments remaining after reimbursement of the Loan Security Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under the terms of Section 7.05(b3.5(b) with respect to the Event of Total Loss for which such payments are made. In all eventsUnless a Material Default or Event of Default has occurred and is continuing, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the CompanyCompany (or, and (yif applicable, by the Permitted Lessee) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, Amount shall be paid to the Company (or its designeesuch Permitted Lessee). The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of a Total Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 Sections 3.2 and Section 7.043.4, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i), (ii) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but but, subject to Section 10.1, shall be paid to and, subject to Section 5.06, and held by the Loan Trustee Security Trustee, as security for the obligations of the Company under this Indenture and the Participation AgreementSecurity Agreement and, if applicable, applied in accordance with Section 4.1 and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount amount, to the extent not theretofore applied as provided herein or released pursuant to Section 10.1, shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company Lessee with the insurers. As between the Loan Trustee and the Company it is agreed that all All insurance payments received under policies required to be maintained by the Company Lessee hereunder, exclusive of any payments received in excess of the Loan AmountStipulated Loss Value for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe (or the Airframe and any the Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(aAirframe), so much of such payments remaining after reimbursement of the Loan Trustee Lessor for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the CompanyLessee’s obligation to pay such amountsthe Stipulated Loss Value and other amounts required to be paid by Lessee pursuant to Section 10(a), if not already paid by the CompanyLessee, or, if already paid by the CompanyLessee, shall will be applied to reimburse the Company Lessee for its payment of such amounts Stipulated Loss Value and such other amounts, and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company Lessee or its designee; and (iiiii) if such payments are received with respect to an Engine with regard to which an Event of Loss with respect to an Engine under the circumstances contemplated by Section 7.05(b) has occurred8(d), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company Lessee or its designee; provided that in the Company case of an Engine with respect to which an Event of Loss shall have occurred or shall have been deemed to have occurred pursuant to Section 7(b) or Section 10(d) Lessee shall have fully performed its obligations under the terms of Section 7.05(b8(d) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, Stipulated Loss Value for the Aircraft shall be paid to the Company Lessee or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the CompanyLessee) for repairs or for replacement property in accordance with the terms of Section 7.02 7 and Section 7.048, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company Lessee or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iiiii) of the second preceding paragraph that which is payable to the Company Lessee or its designee shall not be paid to the Company Lessee or its designee (or, if it has been previously paid directly to the CompanyLessee, shall not be retained by the CompanyLessee) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject and held by Lessor pursuant to Section 5.0622, held by the Loan Trustee as security for the obligations of the Company Lessee under this Indenture and the Participation AgreementLease, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company Lessee or its designee.. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement

Application of Insurance Payments. All losses will be adjusted by the Company with the insurers. As between the Loan Trustee and the Company it is agreed that all insurance payments received under policies required to be maintained by the Company hereunder, exclusive of any payments received in excess of the Loan Amount, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(a), so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss contemplated by Section 7.05(b) has occurred, so much of such payments remaining after reimbursement of the Loan Trustee for its actual and reasonable out-of-pocket costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under Section 7.05(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, and (y) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, shall be paid to the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 and Section 7.04, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company or, if applicable, any Permitted Lessee with the insurers. As between the Loan Security Trustee and the Company Company, it is agreed that all insurance payments received under policies required to be maintained by the Company hereunderunder Section 3.6(b), exclusive of any payments received in excess of the Loan AmountAmount from such policies, as the result of the occurrence of an Event of a Total Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe (or the Airframe and any Engines installed on the Airframe Airframe) that has been or is being replaced by the Company pursuant to Section 7.05(a3.5(a), such payments shall be paid over to, or retained by, the Loan Trustee Security Trustee, and upon completion of such replacement shall be paid over to, or retained by, the Company; (ii) if such payments are received with respect to the Airframe (or the Airframe and any Engines installed on the Airframe Airframe) that has not been and will not be replaced as contemplated by pursuant to Section 7.05(a3.5(a), so much of such payments remaining after reimbursement of the Loan Security Trustee for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof 2.4(a) of the Loan Agreement (and in accordance with Section 4.2 of the Intercreditor Agreement) shall be applied (A) in reduction of the Company’s obligation to pay such amounts, if not already paid by the Company, or, if already paid by the Company, shall be applied to reimburse the Company for its payment of such amounts and (B) the balance, if any, of such payment remaining thereafter will be paid over to, or retained by, the Company or its designeeCompany; and and Aircraft Security Agreement (N●) 24093720v16 Exhibit 10.1 (iii) if such payments are received with respect to an Engine with regard respect to which an Event of a Total Loss contemplated by has occurred (or been deemed to occur) under the circumstances in which Section 7.05(b3.5(b) has occurredshall be applicable, so much of such payments remaining after reimbursement of the Loan Security Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeCompany; provided that the Company shall have fully performed its obligations under the terms of Section 7.05(b3.5(b) with respect to the Event of Total Loss for which such payments are made. In all eventsUnless a Material Default or Event of Default has occurred and is continuing, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the CompanyCompany (or, and (yif applicable, by the Permitted Lessee) the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, Amount shall be paid to the Company (or its designeesuch Permitted Lessee). The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of a Total Loss with respect to the Airframe or such Engine will be applied in payment (or to reimburse the Company) for repairs or for replacement property in accordance with the terms of Section 7.02 Sections 3.2 and Section 7.043.4, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designeeCompany. Any amount referred to in the preceding sentence or in clause (i), (ii) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but but, subject to Section 10.1, shall be paid to and, subject to Section 5.06, and held by the Loan Trustee Security Trustee, as security for the obligations of the Company under this Indenture and the Participation AgreementSecurity Agreement and, if applicable, applied in accordance with Section 4.1 and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount amount, to the extent not theretofore applied as provided herein or released pursuant to Section 10.1, shall be paid to the Company or its designeeCompany.

Application of Insurance Payments. All losses will be adjusted by the Company Lessee with the insurers. As between the Loan Trustee Specified Persons and the Company Lessee it is agreed that all insurance payments received under policies required to be maintained by the Company Lessee hereunder, exclusive of any payments received in excess of the Loan AmountStipulated Loss Value for the Aircraft from such policies, as the result of the occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as follows: (i) if such payments are received with respect to the Airframe or the Airframe and any Engines installed on the Airframe that has been or is being replaced by the Company pursuant to Section 7.05(a), such payments shall be paid over to, or retained by, the Loan Trustee and upon completion of such replacement shall be paid over to, or retained by, the Company;[Intentionally Left Blank] (ii) if such payments are received with respect to the Airframe (or the Airframe and any Engines installed on the Airframe that has not been and will not be replaced as contemplated by Section 7.05(aAirframe), so much of such payments remaining after reimbursement of the Loan Trustee Lessor for its costs and expenses as shall not exceed the amounts required to be paid by the Company pursuant to Section 2.10 hereof shall be applied (A) in reduction of the Company’s Lessee's obligation to pay such amountsthe Stipulated Loss Value required to be paid by Lessee pursuant to Section 10(a), if not already paid by the CompanyLessee, or, if already paid by the CompanyLessee, shall be applied to reimburse the Company Lessee for its AA-EETC 2001 Lease payment of such amounts Stipulated Loss Value, and (B) the balance, if any, of such payment remaining thereafter will shall be paid over to, or retained by, the Company or its designeeLessee; and (iii) if such payments are received with respect to an Engine with regard to which an Event of Loss with respect to an Engine under the circumstances contemplated by Section 7.05(b) has occurred10(b), so much of such payments remaining after reimbursement of the Loan Trustee for its costs and expenses shall be paid over to, or retained by, the Company or its designeeLessee; provided that the Company Lessee shall have fully performed its obligations under the terms of such Section 7.05(b10(b) with respect to the Event of Loss for which such payments are made. In all events, (x) the insurance payment of any property damage or loss with respect to property other than the Airframe or any Engine received under policies maintained by the Company, As between Lessor and (y) Lessee the insurance payment for any loss or damage to the Aircraft in excess of the Loan Amount, Stipulated Loss Value for the Aircraft shall be paid to Lessee. As between Lessor and Lessee the Company or its designee. The insurance payments for any loss or damage to the Airframe or an Engine not constituting an Event of Loss with respect to the Airframe or such Engine will shall be applied in payment (or to reimburse the CompanyLessee) for repairs or for replacement property in accordance with the terms of Section 7.02 7 and Section 7.048, and any balance remaining after compliance with such Sections with respect to such loss or damage shall be paid to the Company or its designee. Any amount referred to in the preceding sentence or in clause (i) or (iii) of the second preceding paragraph that is payable to the Company or its designee shall not be paid to the Company (or, if it has been previously paid directly to the Company, shall not be retained by the Company) if at the time of such payment an Event of Default or Payment Default shall have occurred and be continuing, but shall be paid to and, subject to Section 5.06, held by the Loan Trustee as security for the obligations of the Company under this Indenture and the Participation Agreement, and at such time as there shall not be continuing any such Event of Default or Payment Default, such amount shall be paid to the Company or its designeeLessee.