Common use of Application of Proceeds of Collections on Payment Dates Clause in Contracts

Application of Proceeds of Collections on Payment Dates. Subject to Section 2.18(c), on each Payment Date, all Collections received by the Security Trustee as of the related Calculation Date (including all amounts on deposit in the Collections Account as of such Calculation Date) and not timely identified by the Borrower as proceeds to be applied in the manner provided in the foregoing paragraph (a) shall be applied as set forth in this paragraph (b), provided that at least one Business Day prior to such application, the Borrower shall have delivered a certificate to the Security Trustee and the Administrative Agent setting forth the amounts to be distributed pursuant to clauses second, third, fifth, and seventh below and stating whether any Default or Event of Default has occurred and is continuing: 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 the Administrative Agent, any Lender, and any other Indemnitee, an amount equal to all costs, fees, expenses, indemnities and reimbursements (including legal fees and expenses but excluding principal and interest, including Aggregated Default Interest) then due and owing to each such Person under the Loan Documents, for payment thereof, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in clauses second, third, fourth, fifth, seventh, or eighth or tenth of this clause (b); (i) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Payment Date was specifically paid to reimburse any expense paid by either Servicer under the Servicing Agreement (but not to include payments by the Servicers in respect of unpaid Basic Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (ii) the Lessee has fully cured all payment defaults under the applicable Lease and (iii) the Servicers have provided the Administrative Agent with documentation that enables the Administrative Agent to verify the amounts distributable under this clause second, to the Servicers to reimburse the Servicers for such payment in an amount not to exceed such Reimbursement Amount; third, to the Aircraft Expenses Account an amount sufficient to pay Approved Aircraft Asset Expenses anticipated to be incurred in the one (1) month period immediately following such Payment Date plus an amount the Borrower and the Servicers certify to the Administrative Agent in writing (or the Administrative Agent otherwise reasonably determines) is reasonably necessary in order to create a reserve for Approved Aircraft Expenses anticipated beyond such one (1) month period (but for no longer than an additional two (2) months beyond such one (1) month period) for which creating such a reserve would be prudent (taking into account the then current balance in the Aircraft Expenses Account, each such amount to be certified by the Servicers in the immediately preceding Monthly Report); fourth, 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; fifth, to the Servicers and their designees, in aggregate, an amount equal to all Servicing Fees plus any interest thereon accrued on such and any previous Payment Date which remain unpaid, including but not limited to any Sales Fees and to all indemnification payments due to the Servicers which remain unpaid, if any, as provided for in the Basic Documents; sixth, ratably (i) to the Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Loans as of the then most recently ended Interest Period, for payment thereof and (ii) to the Derivatives Creditors, 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; seventh, any amount remaining, to the Servicers, in an amount not to exceed all unreimbursed Servicer Advances advanced during previous Calculation Periods and any interest owing thereon, for reimbursement thereof; eighth, for deposit to the Cash Collateral Account, in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date; ninth, ratably to the Lenders (a) during the Drawing Period (unless an ICR Trigger Event has occurred and is continuing), an amount equal to any Required Principal Payment Amounts then due and owing under Section 2.07(a)(ii) and (b) thereafter, and at any time during which an ICR Trigger Event has occurred and is continuing, such amounts for application to the prepayment of the Loans until paid in full; tenth, ratably to the Lenders in an amount not to exceed all Aggregated Default Interest due and owing to each Lender, for payment of such Aggregated Default Interest; eleventh, towards the payment in full of any other amounts or obligations then owed by the Borrower; twelfth, to the Servicers, an amount not to exceed the Servicer Administrative Fees that are due are owing; and thirteenth, as directed by the Borrower.

Application of Proceeds of Collections on Payment Dates. Subject to Section 2.18(c2.08(c), on each Payment Date, all Collections received by the Security Trustee as of the related Calculation Date (including all amounts on deposit in the Collections Account as of such Calculation Date) and not timely identified by the Borrower as proceeds to be applied in the manner provided in the foregoing paragraph (a) shall be applied as set forth in this paragraph (b), ; provided that by 2:00 p.m. New York City time at least one two Business Day Days prior to such application, the Borrower shall have delivered a certificate to the Security Trustee and the Administrative Agent setting forth the amounts to be distributed pursuant to clauses second, third, fifth, and seventh below and stating whether any Default or Trigger Event of Default has occurred and is continuing: 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), (ii) to the Servicers and their designees, in the aggregate, an amount equal to all costs and expenses of the Servicer then due and owing to the Servicer under the Basic Documents plus all Servicing Fees and Servicer Administrative Fees, including but not limited to any Sales Fees and to all indemnification payments due to the Servicers which remain unpaid, if any, as provided for in the Basic Documents, and (iiiii) to the Administrative Agent, any Lender, and any other Indemnitee, an amount equal to all costs, fees, expenses, indemnities and reimbursements (including legal fees and expenses but excluding principal and interest, including Aggregated Default Interest) then due and owing to each such Person under the Loan Financing Documents, for payment thereof, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in clauses second, third, fourth, fifth, seventh, or eighth or tenth clause second of this clause (b); (i) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Payment Date was specifically paid to reimburse any expense paid by either Servicer under the Servicing Agreement (but not to include payments by the Servicers in respect of unpaid Basic Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (ii) the Lessee has fully cured all payment defaults under the applicable Lease and (iii) the Servicers have provided the Administrative Agent with documentation that enables the Administrative Agent to verify the amounts distributable under this clause ; second, to the Servicers to reimburse the Servicers for such payment in an amount not to exceed such Reimbursement Amount; third, to the Aircraft Expenses Account an amount sufficient to pay Approved Aircraft Asset Expenses anticipated to be incurred in the one (1) month period immediately following such Payment Date plus an amount the Borrower and the Servicers certify to the Administrative Agent in writing (or the Administrative Agent otherwise reasonably determines) is reasonably necessary in order to create a reserve for Approved Aircraft Expenses anticipated beyond such one (1) month period (but for no longer than an additional two (2) months beyond such one (1) month period) for which creating such a reserve would be prudent but not in excess of $2,500,000 (taking into account the then current balance in the Aircraft Expenses Account, each such amount to be certified by the Servicers in the immediately preceding Monthly Report); fourth, 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; fifth, to the Servicers and their designees, in aggregate, an amount equal to all Servicing Fees plus any interest thereon accrued on such and any previous Payment Date which remain unpaid, including but not limited to any Sales Fees and to all indemnification payments due to the Servicers which remain unpaid, if any, as provided for in the Basic Documents; sixth, ratably (i) to the Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Loans as of the then most recently ended Interest Period, for payment thereof and (ii) to the Derivatives Creditors, 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; seventh, any amount remaining, to the Servicers, in an amount not to exceed all unreimbursed Servicer Advances advanced during previous Calculation Periods and any interest owing thereon, for reimbursement thereof; eighth, for deposit to the Cash Collateral Account, in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date; ninth, ratably to the Lenders (a) during the Drawing Period (unless an ICR Trigger Event has occurred and is continuing), an amount equal to any Required Principal Payment Amounts then due and owing under Section 2.07(a)(ii) and (b) thereafter, and at any time during which an ICR Trigger Event has occurred and is continuing, such amounts for application to the prepayment of the Loans until paid in full; tenth, ratably to the Lenders in an amount not to exceed all Aggregated Default Interest due and owing to each Lender, for payment of such Aggregated Default Interest; eleventh, towards the payment in full of any other amounts or obligations then owed by the Borrower; twelfth, to the Servicers, an amount not to exceed the Servicer Administrative Fees that are due are owing; and thirteenth, as directed by the Borrower.;

Application of Proceeds of Collections on Payment Dates. Subject to Section 2.18(c2.08(c), on each Payment Date, all Collections received by the Security Trustee as of the related Calculation Date (including all amounts on deposit in the Collections Account as of such Calculation Date) and not timely identified by the Borrower as proceeds to be applied in the manner provided in the foregoing paragraph (a) shall be applied as set forth in this paragraph (b), provided that at least one Business Day prior to such application, the Borrower shall have delivered a certificate to the Security Trustee and the Administrative Agent setting forth the amounts to be distributed pursuant to clauses second, third, fifth, and seventh below and stating whether any Default or Trigger Event of Default has occurred and is continuing: 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), (ii) to the Servicers and their designees, in the aggregate, an amount equal to all costs and expenses of the Servicer then due and owing to the Servicer under the Basic Documents plus all Servicing Fees and Servicer Administrative Fees plus any interest thereon accrued on such and any previous Payment Date which remain unpaid, including but not limited to any Sales Fees and to all indemnification payments due to the Servicers which remain unpaid, if any, as provided for in the Basic Documents, and (iiiii) to the Administrative Agent, any Lender, and any other Indemnitee, an amount equal to all costs, fees, expenses, indemnities and reimbursements (including legal fees and expenses but excluding principal and interest, including Aggregated Default Interest) then due and owing to each such Person under the Loan Financing Documents, for payment thereof, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in clauses second, third, fourth, fifth, seventh, second or eighth or tenth third of this clause (b); (i) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Payment Date was specifically paid to reimburse any expense paid by either Servicer under the Servicing Agreement (but not to include payments by the Servicers in respect of unpaid Basic Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (ii) the Lessee has fully cured all payment defaults under the applicable Lease and (iii) the Servicers have provided the Administrative Agent with documentation that enables the Administrative Agent to verify the amounts distributable under this clause ; second, to the Servicers to reimburse the Servicers for such payment in an amount not to exceed such Reimbursement Amount; third, to the Aircraft Expenses Account an amount sufficient to pay Approved Aircraft Asset Expenses anticipated to be incurred in the one (1) month period immediately following such Payment Date plus an amount the Borrower and the Servicers certify to the Administrative Agent in writing (or the Administrative Agent otherwise reasonably determines) is reasonably necessary in order to create a reserve for Approved Aircraft Expenses anticipated beyond such one (1) month period (but for no longer than an additional two (2) months beyond such one (1) month period) for which creating such a reserve would be prudent (taking into account the then current balance in the Aircraft Expenses Account, each such amount to be certified by the Servicers in the immediately preceding Monthly Report); fourththird, ratably to each Lender, an amount equal to all accrued Commitment Fees then due and owing to such Lender on the Loans their respective unutilized Commitments under Section 2.09(b2.04(b), for payment thereof; fifth, to the Servicers and their designees, in aggregate, an amount equal to all Servicing Fees plus any interest thereon accrued on such and any previous Payment Date which remain unpaid, including but not limited to any Sales Fees and to all indemnification payments due to the Servicers which remain unpaid, if any, as provided for in the Basic Documents; sixthfourth, ratably (i) to the Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Loans Drawings as of the then most recently ended Interest Period, for payment thereof and (ii) to the Derivatives Creditors, 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; seventh, any amount remaining, to the Servicers, in an amount not to exceed all unreimbursed Servicer Advances advanced during previous Calculation Periods and any interest owing thereon, for reimbursement thereof; eighth, for deposit to the Cash Collateral Account, in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date; ninthfifth, ratably to the Lenders Lenders, (ai) during the Drawing Period (unless an ICR Trigger Event has occurred and is continuing), an amount equal to any the Required Principal Payment Amounts then due and owing under Section 2.07(a)(ii2.06(a)(ii) and (b) thereafter, and at any time during which an ICR Trigger Event has occurred and is continuing, such amounts for application to the prepayment of the Loans until paid in fullNote Purchase Agreement and Section 2.06(a)(ii) and (b) of the Credit Agreement and (ii) the amounts due and owning under Section 2.03(b)(iii) hereof; tenthsixth, ratably to the Lenders in Lenders, an amount not to exceed all Aggregated Default Interest accrued for a period of up to six months due and owing to each Lender, for payment of such Aggregated Default Interest; eleventh, towards the payment in full of any other amounts or obligations then owed by the Borrower; twelfth, to the Servicers, an amount not to exceed the Servicer Administrative Fees that are due are owing; and thirteenth, as directed by the Borrower.;