Common use of Event of Loss and Replacement Clause in Contracts

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections . (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of Trust Indenture 50 - 45 - the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines Engine as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are Engine is to be substituted for the Airframe or the Airframe and one or both Engines Engine subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections . (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and Trust Indenture third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines Engine as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are Engine is to be substituted for the Airframe or the Airframe and one or both Engines Engine subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trust Indenture 48 - 43 - Trustee shall be held by the Indenture Trustee as part of the Trust Indenture Estate as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both EnginesEngine) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of Trust Indenture the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee Trust Indenture under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines Engine as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are Engine is to be substituted for the Airframe or the Airframe and one or both Engines Engine subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Trust Indenture 48 - 43 - Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both EnginesEngine) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections . (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account Trust Indenture 48 - 43 - of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the Trust Indenture terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.

Event of Loss and Replacement. (a) Any payment received by the Indenture Trustee with respect to the Airframe or the Airframe and one or both Engines as the result of an Event of Loss thereto shall be applied to the redemption of the Equipment Notes and to all other amounts payable hereunder by applying such funds in the following order of priority: first, to reimburse the Indenture Trustee for any reasonable out-out- of-pocket costs or expenses incurred in connection with such Event of Loss, second, to pay in full the aggregate amount of the payment or payments of unpaid Principal Amount, and unpaid interest and other amounts (as well as any interest on overdue Principal Amount, and to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due to the Note Holders under all Equipment Notes, all in the order of priority specified in clause "first" of Section 3.01 hereof, and third, if and to the extent required to be paid to the Lessee (or if directed by the Lessee, any Permitted Sublessee) in reimbursement of payment of Stipulated Loss Value pursuant to Section 11(d) of the Lease, to the Lessee (or if directed by the Lessee, any Permitted Sublessee), and otherwise as provided in clause "fourth" of Section 3.03 hereof; provided that, if a Replacement Airframe or a Replacement Airframe and one or more Replacement Engines are to be substituted for the Airframe or the Airframe and one or both Engines subject to such Event of Loss as provided in Section 11 Trust Indenture 48 - 43 - of the Lease and Section 5.06 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 as security for the obligations of the Lessee under the Operative Documents and invested in accordance with the terms of Section 3.07 hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee (or if directed by the Lessee, any Permitted Sublessee) upon or in connection with the replacement thereof as provided in such Sections Sections. (b) Any amounts received directly or indirectly from any governmental authority or insurer or other party pursuant to any provision of Section 11 or 12 of the Lease (other than as the result of an Event of Loss with respect to the Airframe or the Airframe and one or both Engines) shall be applied as provided in the applicable provisions of the Lease; provided, however, that to the extent that any portion of such amounts held for account of the Lessee are not at the time required to be paid to the Lessee (or any Permitted Sublessee) pursuant to the applicable provisions of Section 11 or 12 of the Lease, shall be held by the Indenture Trustee as security for the obligations of the Lessee under the Operative Documents and shall be invested in accordance with the terms of Section 3.07 hereof and at such time as the conditions specified in the Lease for payment of such amounts to the Lessee shall be fulfilled, such portion, and the net proceeds of any investment thereof, shall, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, be paid to the Lessee to the extent provided in the Lease.