Common use of Application of Proceeds Following an Event of Default Clause in Contracts

Application of Proceeds Following an Event of Default. At any time an Event of Default has occurred and is continuing, all amounts (including all proceeds of Collateral and amounts on deposit in the Accounts, including without limitation any interest earned thereon) on deposit in the Accounts or otherwise received by the Administrative Agent or Security Trustee, shall be applied as follows upon receipt by the Security Trustee of written instructions from the Administrative Agent setting forth the amounts to be distributed pursuant to clauses first through sixth below: first, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses and Lessor Payments (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, such Lessor Payments shall be payable solely from any corresponding deposits in the Maintenance Reserve Account or amounts which the Parent is required to fund in respect of Maintenance Rent pursuant to the Supplement Cash Letter, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to reimburse the Security Trustee for or to pay the Security Trustee any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Security Trustee, and all charges, expenses, liabilities and advances reasonably incurred or made by the Security Trustee for services under this Agreement and the other Loan Documents (including any ancillary documents) and any other amounts owing to the Security Trustee thereunder shall be applied by the Security Trustee in reimbursement of such fees, costs, expenses, indemnities and other amounts; second, so much of such payments or amounts as shall be required to reimburse the Administrative Agent for or to pay the Administrative Agent any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Administrative Agent, and all charges, expenses, liabilities and advances reasonably incurred or made by the Administrative Agent for services under this Agreement and the other Loan Documents and any other amounts owing to the Administrative Agent thereunder shall be distributed to the Administrative Agent; third, so much of such payments or amounts as shall be required to reimburse the Secured Parties for any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, arising out of the exercise of the rights and remedies of the Secured Parties under the Loan Documents (including the costs and expenses of collection, sale or other realization upon the Collateral and including also payments or amounts as shall be required to reimburse each Secured Party for payments in respect of such unpaid fees or out-of-pocket costs and expenses made by it to the Administrative Agent or the Security Trustee pursuant to the Security Documents); fourth, so much of such payments or amounts as shall be required to pay to the Secured Parties all other amounts payable by the Borrower Group Companies pursuant to the Loan Documents (other than amounts payable pursuant to clause second, third or fifth of this Section 2.18(c)) to the Secured Parties and remaining unpaid shall be distributed to Secured Parties, in each case, ratably in accordance with the respective amounts thereof; fifth, so much of such payments or amounts as shall be required to pay (i) the accrued but unpaid interest on the Obligations to the date of distribution and (ii) any accrued but unpaid Commitment Fee to the date of distribution, , and (iii) an amount equal to the Derivatives Obligations (including any Derivatives Obligations relating to or arising from the termination of any Derivatives Agreement), if any, then due and payable, shall be distributed to the relevant Secured Parties, in each case, ratably to each Secured Party in accordance with the respective amount of such Obligations owed to such Secured Party; sixth, so much of such payments or amounts as shall be required to pay the remainder of the Obligations in full, including, without limitation, the aggregate unpaid principal amount of the Obligations then due shall be distributed to the Secured Parties, in each case, ratably to each Secured Party in accordance with the respective amount of Obligations owed to such Secured Party; seventh, so much of such payments or amounts shall be applied to the payment of all accrued and unpaid Servicing Fee and all other amounts (including indemnity payments and/or costs and expenses) then due and payable to the Servicers under the Servicing Agreement; and eighth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Borrower (including towards the payment of any Borrower Expenses in excess of the amounts payable under clause first of this Section 2.18(c)), provided that the Security Trustee shall only distribute funds pursuant to clauses second through fifth above upon receipt of a written certificate signed by the Administrative Agent setting forth the amounts payable under each clause.

Application of Proceeds Following an Event of Default. At any time an Event of Default has occurred and is continuing, all amounts (including all proceeds of Collateral and amounts on deposit in the Accounts, including without limitation any interest earned thereon) on deposit in the Accounts or otherwise received by the Administrative Agent or Security Trustee, shall be applied as follows upon receipt by the Security Trustee of written instructions from the Administrative Agent setting forth the amounts to be distributed pursuant to clauses first through sixth seventh below: first, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses and Lessor Payments (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, such Lessor Payments shall be payable solely from any corresponding deposits in the Maintenance Reserve Account or amounts which the Parent is required to fund in respect of Maintenance Rent pursuant to the Supplement Cash Letter, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to reimburse the Security Trustee for or to pay the Security Trustee any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Security Trustee, and all charges, expenses, liabilities and advances reasonably incurred or made by the Security Trustee for services under this Agreement and the other Loan Financing Documents (including any ancillary documents) and any other amounts owing to the Security Trustee thereunder shall be applied by the Security Trustee in reimbursement of such fees, costs, expenses, indemnities and other amounts; second, so much of such payments or amounts as shall be required to reimburse the Administrative Agent for or to pay the Administrative Agent any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Administrative Agent, and all charges, expenses, liabilities and advances reasonably incurred or made by the Administrative Agent for services under this Agreement and the other Loan Financing Documents and any other amounts owing to the Administrative Agent thereunder shall be distributed to the Administrative Agent; third, so much of such payments or amounts as shall be required to reimburse the Secured Parties for any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, arising out of the exercise of the rights and remedies of the Secured Parties under the Loan Financing Documents (including the costs and expenses of collection, sale or other realization upon the Collateral and including also payments or amounts as shall be required to reimburse each Secured Party for payments in respect of such unpaid fees or out-of-pocket costs and expenses made by it to the Administrative Agent or the Security Trustee pursuant to the Security Documents); fourth, so much of such payments or amounts as shall be required to pay to the Secured Parties all other amounts payable by the Borrower Group Companies pursuant to the Loan Financing Documents (other than amounts payable pursuant to clause second, third or fifth the following clauses of this Section 2.18(c2.08(c)) to the Secured Parties and remaining unpaid shall be distributed to Secured Parties, in each case, ratably in accordance with the respective amounts thereof; fifth, so much of such payments or amounts as shall be required to pay ratably (i) to the Lenders, an amount equal to all accrued but and unpaid interest on the Obligations outstanding principal amount of the Drawings to the date of distribution and (ii) any accrued but unpaid Commitment Fee to the date of distributionDerivatives Creditors, , and (iii) an amount equal to the Derivatives Obligations (including any Derivatives Obligations relating to or arising from the termination of any Derivatives Agreement), if any, then due and payable; sixth, so much of such payments or amounts as shall be distributed required to pay an amount equal to the relevant Secured Parties, in each caseprincipal amount of the Drawings then outstanding, ratably to each Secured Party in accordance with the respective amount Lenders; seventh, so much of such Obligations owed payments or amounts as shall be required to such Secured Partypay an amount equal to all accrued and unpaid Aggregated Default Interest on the Drawings to the date of distribution ratably to the Lenders; sixtheighth, without duplication of amounts paid pursuant to clause fifth above, so much of such payments or amounts as shall be required to pay the remainder of the Obligations in full, including, without limitation, the aggregate unpaid principal amount of the Obligations then due shall be distributed to the Secured Parties, in each case, ratably to each Secured Party in accordance with the respective amount of Obligations owed to such Secured Party; seventhninth, so much of such payments or amounts shall be applied to the payment of all accrued and unpaid Servicing Fee and Servicer Administrative Fees and all other amounts (including indemnity payments and/or costs and expenses) then due and payable to the Servicers under the Servicing Agreement; and eighth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Borrower (including towards the payment of any Borrower Expenses in excess of the amounts payable under clause first of this Section 2.18(c)), provided that the Security Trustee shall only distribute funds pursuant to clauses second through fifth above upon receipt of a written certificate signed by the Administrative Agent setting forth the amounts payable under each clause.and

Application of Proceeds Following an Event of Default. At any time an Event of Default has occurred and is continuing, all amounts (including all proceeds of Collateral and amounts on deposit in the Accounts, including without limitation any interest earned thereon) on deposit in the Accounts or otherwise received by the Administrative Agent or Security Trustee, shall be applied as follows upon receipt by the Security Trustee of written instructions from the Administrative Agent setting forth the amounts to be distributed pursuant to clauses first through sixth ninth below: first, in the payment of all amounts due but unpaid to the Security Trustee, the HoldCo Security Trustee and any delegate thereof or receiver appointed by either the Security Trustee or the HoldCo Security Trustee, and the Account Bank second, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses (subject to an annual cap on aggregate Borrower Expenses payable pursuant to this clause second and clause (b) second above of $1,000,000) and Lessor Payments (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, such Lessor Payments shall be payable solely from any corresponding deposits in the Maintenance Operations Reserve Account or amounts which the Parent is required to fund in respect of Maintenance Rent pursuant to the Supplement Cash LetterAccount), and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to reimburse the Security Trustee for or to pay the Security Trustee any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Security Trustee, and all charges, expenses, liabilities and advances reasonably incurred or made by the Security Trustee for services under this Agreement and the other Loan Documents (including any ancillary documents) and any other amounts owing to the Security Trustee thereunder shall be applied by the Security Trustee in reimbursement of such fees, costs, expenses, indemnities and other amounts; second, so much of such payments or amounts as shall be required to reimburse the Administrative Agent for or to pay the Administrative Agent any unpaid fees, out-of-pocket costs and expenses (iii) to the extent not previously reimbursed) or indemnitiesServicer, including reasonable compensation in aggregate, an amount equal to the agents and counsel of the Administrative Agent, and all charges, expenses, liabilities and advances reasonably incurred or made by the Administrative Agent for services under this Agreement and the other Loan Documents and any other amounts owing to the Administrative Agent thereunder shall be distributed to the Administrative Agent; third, so much of such payments or amounts as shall be required to reimburse the Secured Parties for any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, arising out of the exercise of the rights and remedies of the Secured Parties under the Loan Documents (including the costs and expenses of collection, sale or other realization upon the Collateral Servicer then due and including also payments or amounts as shall be required to reimburse each Secured Party for payments in respect of such unpaid fees or out-of-pocket costs and expenses made by it owing to the Servicer under the Basic Documents plus all Servicing Fees and Servicer Administrative Agent or the Security Trustee pursuant Fees accrued on such Payment Date and any previous Payment Date which remain unpaid, including but not limited to any Sales Fees and to all indemnification payments due to the Security Documents); fourthServicer which remain unpaid, so much of such payments or amounts as shall be required to pay to the Secured Parties all other amounts payable by the Borrower Group Companies pursuant to the Loan Documents (other than amounts payable pursuant to clause second, third or fifth of this Section 2.18(c)) to the Secured Parties and remaining unpaid shall be distributed to Secured Partiesif any, in each case, ratably case to the extent required to be paid in accordance with the respective amounts thereofBasic Documents; fifththird, so much of such payments or amounts as shall be required to pay ratably, (i) ratably to each Lender, an amount equal to all accrued Commitment Fees then due and owing to such Lender on the Loans under Section 2.09(b), for payment thereof, (ii) to the Lenders, an amount equal to all accrued but and unpaid interest on the Obligations to outstanding principal amount of the date Loans as of distribution and (ii) any accrued but unpaid Commitment Fee to the date of distributionthen most recently ended Interest Period, , for payment thereof and (iii) to the Derivatives Creditors, an amount equal to the Derivatives Obligations (including other than any Derivatives Obligations relating to or arising from the termination of any Derivatives Agreement), if any, then due and payable; fourth, shall be distributed to the relevant Secured Parties, in each caseratably (i) first, ratably to each Secured Party in accordance with the respective amount of such Obligations owed to such Secured Party; sixth, so much of such payments or amounts as shall be required to pay the remainder Lenders of the Obligations Series A Loans, in full, including, without limitation, an amount up to the aggregate unpaid outstanding principal amount of the Obligations then due shall be distributed to the Secured Parties, in each caseSeries A Loans and second, ratably to each Secured Party the Lenders of the Series B Loans, in accordance with an amount up to the respective outstanding principal amount of Obligations owed to such Secured Party; seventh, so much of such payments or amounts shall be applied the Series B Loans and (ii) to the payment of all accrued and unpaid Servicing Fee and all other amounts (including indemnity payments and/or costs and expenses) then due and payable Derivatives Creditors, an amount equal to the Servicers under Derivatives Obligations relating to or arising from the Servicing termination of any Derivatives Agreement; and eighth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed tothen due and payable, or as directed by, the Borrower (including towards the payment other than in respect of any Borrower Expenses in excess of Derivatives Agreement where the amounts payable under clause first of this Section 2.18(c)), provided that applicable Derivatives Creditor was the Security Trustee shall only distribute funds pursuant to clauses second through fifth above upon receipt of a written certificate signed by the Administrative Agent setting forth the amounts payable under each clause.defaulting counterparty;

Application of Proceeds Following an Event of Default. At All amounts held or collected by the Pledgee as part of the Collateral (including, without limitation, all amounts realized as a result of the exercise of any time an rights and remedies hereunder) following the occurrence of any Event of Default has occurred and is continuing, all amounts (including all proceeds of Collateral and amounts on deposit in the Accounts, including without limitation any interest earned thereon) on deposit in the Accounts or otherwise received will be applied forthwith by the Administrative Agent or Security Trustee, shall be applied Pledgee as follows upon receipt by the Security Trustee of written instructions from the Administrative Agent setting forth the amounts to be distributed pursuant to clauses first through sixth belowfollows: first, such amounts shall be applied ratably (i) FIRST: to the payment of any Borrower Expenses and Lessor Payments (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, such Lessor Payments shall be payable solely from any corresponding deposits in the Maintenance Reserve Account or amounts which the Parent is required to fund in respect of Maintenance Rent pursuant to the Supplement Cash Letter, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to reimburse the Security Trustee for or to pay the Security Trustee any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Security Trustee, and all charges, expenses, liabilities and advances reasonably incurred or made by the Security Trustee for services under this Agreement and the other Loan Documents (including any ancillary documents) and any other amounts owing to the Security Trustee thereunder shall be applied by the Security Trustee in reimbursement of such fees, costs, expenses, indemnities and other amounts; second, so much of such payments or amounts as shall be required to reimburse the Administrative Agent for or to pay the Administrative Agent any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Administrative Agent, and all charges, expenses, liabilities and advances reasonably incurred or made by the Administrative Agent for services under this Agreement and the other Loan Documents and any other amounts owing to the Administrative Agent thereunder shall be distributed to the Administrative Agent; third, so much of such payments or amounts as shall be required to reimburse the Secured Parties for any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, arising out of the exercise of the rights and remedies of the Secured Parties under the Loan Documents (including the costs and expenses of collection, sale or other realization upon the Collateral and including also payments or amounts as shall be required to reimburse each Secured Party for payments in respect of such unpaid fees or out-of-pocket costs and expenses made by it to the Administrative Agent or the Security Trustee pursuant to the Security Documents); fourth, so much of such payments or amounts as shall be required to pay to the Secured Parties all other amounts payable by the Borrower Group Companies pursuant to the Loan Documents exercise (other than amounts payable pursuant to clause second, third or fifth of this Section 2.18(c)) to the Secured Parties and remaining unpaid shall be distributed to Secured Parties, in each case, ratably in accordance with the respective amounts thereof; fifth, so much of such payments or amounts as shall be required to pay (i) the accrued but unpaid interest on the Obligations to the date of distribution and (ii) any accrued but unpaid Commitment Fee to the date of distribution, , and (iii) an amount equal to the Derivatives Obligations (including any Derivatives Obligations relating to or arising from the termination of any Derivatives Agreement), if any, then due and payable, shall be distributed to the relevant Secured Parties, in each case, ratably to each Secured Party in accordance with the respective amount of such Obligations owed to such Secured Party; sixth, so much of such payments or amounts as shall be required to pay the remainder of the Obligations in full, including, without limitation, the aggregate cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over and preserving the Collateral or any part thereof, or any interest therein prior to such exercise), all costs and expenses of any receiver of the Collateral or any part thereof, or any interest therein, any taxes, assessments or charges with respect to any of the Collateral, whether or not prior to the lien of this Agreement, which the Pledgee may consider it necessary or desirable to pay and all amounts due and payable to the Pledgee under Section 6.5 and unpaid; SECOND: to the payment of the accrued and unpaid interest (including interest on unpaid principal amount and, to the extent permitted by applicable law, unpaid interest) of the Obligations then due shall be distributed to the Secured Parties, in each case, ratably to each Secured Party Note in accordance with the respective amount provisions of Obligations owed to such Secured Partythe Note; seventhTHIRD: if the Note has not become due and payable in full, so much of such payments or amounts shall be applied to the payment of all accrued and unpaid Servicing Fee and all other amounts (including indemnity payments and/or costs and expenses) outstanding principal then due and payable on the Note; FOURTH: if the Note has become due and payable in full whether at maturity, by prepayment, acceleration, declaration of default or otherwise, to the Servicers payment of the outstanding principal of the Note in accordance with the provisions of the Note; FIFTH: to the ratable payment to the Persons entitled thereto of all other obligations secured hereunder for which moneys have not theretofore been applied; and SIXTH: at such time as all of the obligations of the Pledgors under the Servicing Agreement; Note have been paid in full in cash or in stock in accordance with the terms of the Note and eighthall other Secured Obligations have been paid or performed to the satisfaction of the Pledgee, the balanceremainder, if any, of such payments will be paid over to Pledgors, their successors or amounts remaining thereafter shall be distributed toassigns, or to whomsoever may be lawfully entitled to receive the same, as directed by, the Borrower (including towards the payment determined by a court of any Borrower Expenses in excess of the amounts payable under clause first of this Section 2.18(c)), provided that the Security Trustee shall only distribute funds pursuant to clauses second through fifth above upon receipt of a written certificate signed by the Administrative Agent setting forth the amounts payable under each clausecompetent jurisdiction.

Application of Proceeds Following an Event of Default. At any time an Event of Default has occurred and is continuing, all amounts (including all proceeds of Collateral and amounts on deposit in the Accounts, including without limitation any interest earned thereon) on deposit in the Accounts or otherwise received by the Administrative Agent or Security Trustee, shall be applied as follows upon receipt by the Security Trustee of written instructions from the Administrative Agent setting forth the amounts to be distributed pursuant to clauses first through sixth seventh below: first, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses and Lessor Payments (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, such Lessor Payments shall be payable solely from any corresponding deposits in the Maintenance Reserve Account or amounts which the Parent is required to fund in respect of Maintenance Rent pursuant to the Supplement Cash Letter, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to reimburse the Security Trustee for or to pay the Security Trustee any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Security Trustee, and all charges, expenses, liabilities and advances reasonably incurred or made by the Security Trustee for services under this Agreement and the other Loan Financing Documents (including any ancillary documents) and any other amounts owing to the Security Trustee thereunder shall be applied by the Security Trustee in reimbursement of such fees, costs, expenses, indemnities and other amounts; second, so much of such payments or amounts as shall be required to reimburse the Administrative Agent for or to pay the Administrative Agent any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Administrative Agent, and all charges, expenses, liabilities and advances reasonably incurred or made by the Administrative Agent for services under this Agreement and the other Loan Financing Documents and any other amounts owing to the Administrative Agent thereunder shall be distributed to the Administrative Agent; third, so much of such payments or amounts as shall be required to reimburse the Secured Parties for any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, arising out of the exercise of the rights and remedies of the Secured Parties under the Loan Financing Documents (including the costs and expenses of collection, sale or other realization upon the Collateral and including also payments or amounts as shall be required to reimburse each Secured Party for payments in respect of such unpaid fees or out-of-pocket costs and expenses made by it to the Administrative Agent or the Security Trustee pursuant to the Security Documents); fourth, so much of such payments or amounts as shall be required to pay to the Secured Parties all other amounts payable by the Borrower Group Companies pursuant to the Loan Financing Documents (other than amounts payable pursuant to the following clause second, third or fifth of this Section 2.18(c2.08(c)) to the Secured Parties and remaining unpaid shall be distributed to Secured Parties, in each case, ratably in accordance with the respective amounts thereof; fifth, so much of such payments or amounts as shall be required to pay (i) the accrued but unpaid interest on the Obligations Drawings to the date of distribution and (including Aggregated Default Interest accrued for a period not in excess of six months), (ii) any accrued but unpaid Commitment Fee to the date of distribution, , (iii) an amount equal to the principal amount of the Drawings then due on the date of distribution and (iiiiv) an amount equal to the Derivatives Obligations (including any Derivatives Obligations relating to or arising from the termination of any Derivatives Agreement), if any, then due and payable, shall be distributed to the relevant Secured Parties, in each case, ratably to each Secured Party in accordance with the respective amount of such Obligations owed to such Secured Party; sixth, without duplication of amounts paid pursuant to clause fifth above, so much of such payments or amounts as shall be required to pay the remainder of the Obligations in full, including, without limitation, the aggregate unpaid principal amount of the Obligations then due shall be distributed to the Secured Parties, in each case, ratably to each Secured Party in accordance with the respective amount of Obligations owed to such Secured Party; seventh, ratably to the Lenders, so much of such amounts of all Aggregated Default Interest not covered by clause fifth above due and owing to each Lender, for payment of such Aggregated Default Interest; eighth, so much of such payments or amounts shall be applied to the payment of all accrued and unpaid Servicing Fee and Servicer Administrative Fees and all other amounts (including indemnity payments and/or costs and expenses) then due and payable to the Servicers under the Servicing Agreement; and eighthninth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Borrower (including towards the payment of any Borrower Expenses in excess of the amounts payable under clause first of this Section 2.18(c2.08(c)), provided that the Security Trustee shall only distribute funds pursuant to clauses second through fifth seventh above upon receipt of a written certificate signed by the Administrative Agent setting forth the amounts payable under each clause.