Common use of Event of Loss and Replacement; Prepayment Clause in Contracts

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; and provided that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss (x) with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss (x) with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that a Payment Default, Bankruptcy Default or an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Payment Default, Bankruptcy Default or Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of or in connection with an Event of Loss with respect to the Aircraft (including pursuant and with respect to which the Lessee has not made the replacement election in Section 11.03(e8(a)(i) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee and the Holders for any costs or expenses reasonably incurred in connection with such prepayment,prepayment and (b) then to pay any other similar amounts then due to the other Indenture Indemnitees; (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A CertificatesEquipment Notes; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; andEquipment Notes; (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C CertificatesEquipment Notes; provided and (iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series D Equipment Notes; provided, that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereofPremium; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 8(a)(i) of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 Section 8 or 13 9 of the Lease as the result of loss or damage not constituting an Event of Loss with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 Section 8 or 13 9 but for the fact that an Event of a Specified Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, exists shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 Section 8 or 139, as the case may be, shall be fulfilled and there shall not be continuing any Event of Defaultno Specified Default exists, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss (x) with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result or in connection with of an Event of Loss with respect to the Aircraft (including pursuant and with respect to which the Company has not made the replacement election in Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e4.04(a)(i), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, (a) to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment,prepayment and (b) then to pay any other similar amounts then due to the other Indenture Indemnitees; (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A CertificatesEquipment Notes; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; andEquipment Notes; (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C CertificatesEquipment Notes; provided and (iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series D Equipment Notes; provided, that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereofPremium; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease Sections 4.04(a)(i) and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate Collateral and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee Company upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 Section 4.04 or 13 of the Lease 4.05 hereof as the result of loss or damage not constituting an Event of Loss with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee Company pursuant to said Article 11 Section 4.04 or 13 4.05 hereof but for the fact that an Event of a Specified Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, exists shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement Company hereunder and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee Company specified in said Article 11 Section 4.04 or 134.05 hereof, as the case may be, shall be fulfilled and there shall not be continuing any Event of Defaultno Specified Default exists, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the LeaseCompany.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified , second, as provided in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided that payments pursuant to this clause "second" shall be made without but with the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; ), and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe replacement airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss (x) with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that a Payment Default, Bankruptcy Default or an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Payment Default, Bankruptcy Default or Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified , second, as provided in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after without giving effect to paragraph (i) abovethe parenthetical at the end thereof), to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe replacement airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss (x) with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section Article 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e11(a)(2) of the Lease, but, in the case of said such Section 11.03(e11(a)(2), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and; (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided and (iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series D Certificates; provided, that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereofPremium; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 11(a)(1) of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article Section 11 or 13 12 of the Lease as the result of loss or damage not constituting an Event of Loss with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article Section 11 or 13 12 but for the fact that an Event of a Specified Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, exists shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article Section 11 or 1312, as the case may be, shall be fulfilled and there shall not be continuing any Event of Defaultno Specified Default exists, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of an Event of Loss with respect to the Aircraft (including pursuant to Section 11.03(e) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee for any costs or expenses reasonably incurred in connection with such prepayment, (i) to pay the amounts specified , second, as provided in paragraph (i) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series A Certificates; (ii) after without giving effect to paragraph (i) abovethe parenthetical at the end thereof), to pay the amounts specified in paragraph (ii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series B Certificates; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "second" of Section 5.03 hereof then due and payable in respect of the Series C Certificates; provided that payments pursuant to this clause "second" shall be made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereof; and third, as provided in clause "third" of Section 5.03 hereof; provided that if a Replacement Airframe replacement airframe shall be substituted for an Airframe subject to an Event of Loss as provided in Section 11.03 of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as herein provided. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 or 13 of the Lease as the result of loss or damage not constituting an Event of Loss (x) with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 or 13 but for the fact that an Event of Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 or 13, as the case may be, shall be fulfilled and there shall not be continuing any Event of Default, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement; Prepayment. (a) Except as ----------------------------------------- otherwise provided in Section 5.03 hereof, any payment received by the Indenture Trustee as the result of or in connection with an Event of Loss with respect to the Aircraft (including pursuant and with respect to which the Lessee has not made the replacement election in Section 11.03(e8(a)(i) of the Lease, but, in the case of said Section 11.03(e), subject to the time limits specified therein) or as the result of, or in connection with any event under the Lease giving rise to, a prepayment pursuant to Section 6.02 hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, to reimburse the Indenture Trustee and the Holders for any costs ----- or expenses reasonably incurred in connection with such prepayment,prepayment and (b) then to pay any other similar amounts then due to the other Indenture Indemnitees; (i) to pay the amounts specified in paragraph (i) of clause ------ "secondthird" of Section 5.03 hereof then due and payable in respect ----- of the Series A CertificatesEquipment Notes; (ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause "secondthird" of Section ----- 5.03 hereof then due and payable in respect of the Series B CertificatesEquipment Notes; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "secondthird" of Section 5.03 hereof then due and payable in respect of the Series C CertificatesEquipment Notes; provided provided, that payments pursuant to this clause "second" shall be -------- ------ made without the payment of Make-Whole Premium except in the particular circumstances provided in Section 6.02(b) hereofPremium; and third, as provided in clause "thirdfourth" of Section 5.03 hereof; ----- ------ provided that if a Replacement Airframe shall be substituted for an Airframe -------- subject to an Event of Loss as provided in Section 11.03 8(a)(i) of the Lease and Section 9.08 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate and, unless otherwise applied pursuant to Section 5.01 or 5.03 hereof, such proceeds shall be released to the Lessee upon the release of such damaged Airframe and the replacement thereof as provided herein providedand in the Lease. (b) Any amounts received directly or indirectly from any governmental authority, insurer or other party pursuant to any provision of Article 11 Section 8 or 13 9 of the Lease as the result of loss or damage not constituting an Event of Loss with respect to the Aircraft, or as a result of such loss or damage constituting an Event of Loss (x) if and to the extent that such amounts would at the time be required to be paid to the Lessee pursuant to said Article 11 such Section 8 or 13 9 but for the fact that an Event of a Specified Default shall have occurred and be continuing or (y) are pledged to the Lessor as security in connection with an Event of Loss in accordance with Section 11.03(e) of the Lease, exists shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Lease and the Participation Agreement and shall be invested in accordance with the terms of Section 5.08 hereof and at such time as the conditions for payment to the Lessee specified in said Article 11 such Section 8 or 139, as the case may be, shall be fulfilled and there shall not be continuing any Event of Defaultno Specified Default exists, such amount, and the proceeds of any investment thereof, shall, to the extent not theretofore applied, be paid to the Lessee to the extent provided in the Lease.