Common use of Event of Loss; Optional Redemption Clause in Contracts

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes; (ii) after giving effect to paragraph (i) aboveabove (if any Series B Equipment Notes shall have been issued hereunder and except as this subclause (ii) may be modified pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture (including pursuant to the Company Guarantee) other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisosSection 3.03, any payments received by Loan the Indenture Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an in connection with any optional redemption of the Equipment Notes pursuant to Section 2.11 effected in accordance with the Operative Documents, shall be applied to the redemption of the Equipment Notes and Notes, to all other payment of the Secured Obligations and Related Secured Obligations then due or to the Indenture Trustee or any Note Holder under the Participation Agreement by applying such payments funds in the following order of priority: firstFirst, so much of such payment as is required (i) to reimburse Loan the Indenture Trustee and Noteholders the Note Holders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by CompanyOwner, under the Operative Documents and then (ii) to pay any other Secured Obligations amounts then due to Loan Trustee, Noteholders the Indenture Trustee and other Indenture Indemnitees the Note Holders under this Indenture, the Participation Agreement or the Equipment Notes (other than the amounts specified in clauses “second” and “third” clause Second below); second, after giving effect to clause “first” above:; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA G Equipment Notes; ; and (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A C Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)Third, so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” "Fourth" of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engineshereof.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 ‎3.03 and 3.04 ‎3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section ‎Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section ‎Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section ‎Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) aboveabove (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of ‎Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section ‎Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iiiii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section ‎Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixvii) of clause “third” of Section ‎Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section ‎Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c‎7.05(c) and 7.06(f‎7.06(f), and any such proceeds that are held by Loan Trustee shall be invested on behalf of the Company as provided in Section ‎Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section ‎Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes; (ii) after giving effect to paragraph (i) aboveabove (if any Series B Equipment Notes shall have been issued hereunder and except as this clause subclause (ii) may be modified pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes;; and (ii) after giving effect to paragraph (i) aboveabove (except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixvii) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of the Series B Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such the Series A Equipment Notes in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisosproviso, any payments received by the Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of (a) an Event of Loss (including amounts paid by the Company pursuant to Section 2.10 2.10) or (iib) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes pursuant to Section 2.10 or Section 2.11, as applicable, and to payment of all other Secured Obligations and Related Secured Obligations then due by applying such payments funds in the following order of priority: first, so much of such payment as is required (i) to reimburse the Loan Trustee and the Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by the Company, under the Operative Documents Documents; and then (ii) to pay any other Secured Obligations amounts then due (except as provided in clause "second" below) to the Loan Trustee, the Noteholders and other the Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above:Notes; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (i) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A-1 Equipment Notes and the Series A-2 Equipment Notes; ; (ii) after giving effect to paragraph subclause (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (ii) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph subclause (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (iii) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional the Series C Equipment Notes of a specified Series, provided that this paragraph Notes; and (iiiiv) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” subclause (iii) above, so much of such payment remaining as is required to pay the amounts as provided specified in subclause (iv) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03the Series E Equipment Notes; and fourththird, the balance, if any, of such payment, payments shall be distributed as provided in clause “fourth” of Section 3.03; provided to the Company. provided, however, that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by the Loan Trustee shall be held and distributed or disbursed by the Loan Trustee as provided in by Sections 7.05(c) and 7.06(f), and any 7.06(d) (provided that such proceeds that are money held by the Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the in connection with their redemption of the Equipment Notes as a result of an Event of Loss with in respect to of the Airframe or the Airframe and one or more EnginesAirframe.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 Indenture and 3.04 and subject to the following provisos, any payments received by Loan Trustee Security Agreement (i2011-1 EETC) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above:[Reg. No.] (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes;; and (ii) after giving effect to paragraph (i) aboveabove (if any Series B Equipment Notes shall have been issued hereunder and except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixvii) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of the Series B Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such the Series A Equipment Notes in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes;, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders; and (ii) after giving effect to paragraph (i) aboveabove (if any Series B Equipment Notes shall have been issued hereunder and except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect , but excluding distributions of amounts of Related Secured Obligations to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of paymentRelated Noteholders; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixvii) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of the Series B Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such the Series A Equipment Notes in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisosSection 3.03, any payments received by Loan the Indenture Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an in connection with any optional redemption of the Equipment Notes pursuant to Section 2.11 effected in accordance with the Operative Documents, shall be applied to the redemption of the Equipment Notes and Notes, to all other payment of the Secured Obligations and Related Secured Obligations then due or to the Indenture Trustee or any Note Holder under the applicable Participation Agreement by applying such payments funds in the following order of priority: firstFirst, so much of such payment as is required (i) to reimburse Loan the Indenture Trustee and Noteholders the Note Holders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by CompanyOwner, under the Operative Documents and then (ii) to pay any other Secured Obligations amounts then due to Loan Trustee, Noteholders the Indenture Trustee and other Indenture Indemnitees the Note Holders under this Indenture, the applicable Participation Agreement or the Equipment Notes (other than the amounts specified in clauses “second” and “third” clause Second below); second, after giving effect to clause “first” above:; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA G Equipment Notes; ; and (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A C Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)Third, so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” "Fourth" of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engineshereof.

Event of Loss; Optional Redemption. (a) Except as ---------------------------------- otherwise provided in Sections Section 3.03 and 3.04 and subject to the following provisoshereof, any payments received by Loan the Indenture Trustee (ipursuant to Section 6.01(a) following an Event of Loss with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 Aircraft shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments funds in the following order of priority: firstFirst, so much of such payment as is required (i) to reimburse Loan the Indenture Trustee and the Noteholders for any ----- reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by CompanyOwner, under the Operative Documents and then (ii) to pay any other Secured Obligations amounts then due (except as provided in clause "Second" below) to Loan the Indenture Trustee, the Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or Agreement, the Equipment Notes (or any other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above:Fundamental Document; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” "First" ------ of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes3.01 hereof; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” "First" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and3.01 hereof; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” "First" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this 3.01 hereof; and (iv) after giving effect to paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided specified in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixiv) of clause “third” "First" of Section 3.033.01 hereof; and fourthThird, the balance, if any, of such payment, installment remaining thereafter shall be ----- distributed to the Owner. provided, however, that if a Replacement Airframe or Replacement Engine shall be -------- ------- substituted for the Airframe or Engine subject to such Event of Loss as provided in clause “fourth” of Section 3.03; provided that 5.01 hereof, any insurance, condemnation or similar proceeds resulting which result from an such Event of Loss that and are received by Loan paid over to the Indenture Trustee shall be held and distributed by Loan the Indenture Trustee as permitted by Section 5.01 hereof (provided in Sections 7.05(c) and 7.06(f), and any that such proceeds that are held by Loan Trustee moneys shall be invested as provided in Section 5.06; 9.04 hereof) as additional security for the obligations of Owner under the Operative Documents and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(bsuch proceeds (and such investment earnings), if a particular Series is to the extent not being redeemed pursuant theretotheretofore applied as provided herein, no application of funds shall be made pursuant released to the paragraphs in clause “second” above that refer to Owner at the Owner's written request upon the release of such Series in connection with such redemptionAirframe or Engine and the replacement thereof as provided herein. [Trust Indenture And Mortgage (2001-1 747-1)] No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of a prepayment under this Section 3.02(a). (b) Except as otherwise provided in Section 3.03 hereof, any payments received by the Indenture Trustee in connection with an optional redemption of any Series of the Equipment Notes pursuant to Section 6.01(b) shall be applied to redemption of such Series of Equipment Notes and to all other Secured Obligations due and owing the holders of such Series by applying such funds in the following order of priority: First, to reimburse the Indenture Trustee and the holders of such Series for ----- any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement or indemnity by Owner under the Operative Documents; Second, so much of such payment as a result shall be required to pay in full the ------ aggregate amount of an Event the payment or payments of Loss with respect principal amount and interest (as well as any interest on any overdue principal amount and, to the Airframe extent permitted by applicable law, on any overdue interest) then due under such Series of Equipment Notes and all other Secured Obligations due and owing to the holders of such Series of Equipment Notes shall be distributed to the holders of such Series ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under all Equipment Notes of such Series held by such Noteholders bears to the Airframe aggregate amount of the payments then due under all Equipment Notes of such Series; and one or more EnginesThird, the balance, if any, of such installment remaining thereafter shall be ----- distributed to the Owner.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisosproviso, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of (a) an Event of Loss (including amounts paid by Company pursuant to Section 2.10 2.10) or (iib) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes pursuant to Section 2.10 or Section 2.11, as applicable, and to payment of all other Secured Obligations and Related Secured Obligations then due by applying such payments funds in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents Documents; and then (ii) to pay any other Secured Obligations amounts then due (except as provided in clause "second" below) to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above:Notes; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (i) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA G-1 Equipment Notes and the Series G-2 Equipment Notes; ; (ii) after giving effect to paragraph subclause (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (ii) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A C Equipment Notes; and and (iii) after giving effect to paragraph subclause (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (iii) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional the Series D Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03Notes; and fourththird, the balance, if any, of such payment, payments shall be distributed as provided in clause “fourth” of Section 3.03; provided that to Company. Notwithstanding the foregoing, any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed or disbursed by Loan Trustee as provided in by Sections 7.05(c) and 7.06(f7.06(d), and any . Any such proceeds that are money held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the in connection with their redemption of the Equipment Notes as a result of an Event of Loss with in respect to of the Airframe or the Airframe and one or more Enginesthe Engines installed thereon.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations (excluding any Related Secured Obligations) then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes;, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders; and (ii) after giving effect to paragraph (i) aboveabove (if any Series B Equipment Notes shall have been issued hereunder and except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect , but excluding distributions of amounts of Related Secured Obligations to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of paymentRelated Noteholders; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixvii) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of the Series B Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such the Series A Equipment Notes in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections Section 3.03 and 3.04 and subject to the following provisoshereof, any payments received by Loan the Indenture Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft (i) as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an in connection with any optional redemption of the Equipment Notes pursuant to Section 2.11 effected in accordance with the Operative Documents, shall be applied to the redemption of the Equipment Notes and Notes, to all other payment of the Secured Obligations and Related Secured Obligations then due or to the Indenture Trustee or any Note Holder under the Participation Agreement by applying such payments funds in the following order of priority: firstFirst, so much of such payment as is required (i) to reimburse Loan the Indenture Trustee and Noteholders the Note Holders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by CompanyOwner, under the Operative Documents and then (ii) to pay any other Secured Obligations amounts then due to Loan Trustee, Noteholders the Indenture Trustee and other Indenture Indemnitees the Note Holders under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below)Notes; second, after giving effect to clause “first” above:and (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and (iiiii) after giving effect to paragraph (iii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iiiii) of clause “third” "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of Additional the Series B Equipment Notes of a Notes; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified Series, provided that this in paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” "Third" of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balancehereof plus Make-Whole Amount, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be then due and payable on the Equipment Notes as a consequence in respect of the redemption of the Series C Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more EnginesNotes.

Event of Loss; Optional Redemption. (a) Except as ---------------------------------- otherwise provided in Sections Section 3.03 and 3.04 and subject to the following provisoshereof, any payments received by Loan the Indenture Trustee (ipursuant to Section 6.01(a) following an Event of Loss with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 Aircraft shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments funds in the following order of priority: firstFirst, so much of such payment as is required (i) to reimburse Loan Trustee the Indenture Trustee, the Swap Counterparty and ----- the Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by CompanyOwner, under the Confirmation or the Operative Documents and then (ii) to pay any other Secured Obligations amounts then due (except as provided in clauses "Second" through "Seventh" below) to Loan the Indenture Trustee, the Swap Counterparty, the Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or Agreement, the Confirmation, the Equipment Notes (or any other than Fundamental Documents; Second, to pay to the Swap Counterparty the lesser of the Senior ------ Qualified Substitute Purchase Amount and the Senior Swap Termination Amount; Third, to pay amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above:"First" of Section 3.01 ----- hereof; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” ------ "Second" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes3.01 hereof; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by the Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse the Loan Trustee and the Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by the Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to the Loan Trustee, the Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional the Series B Equipment Notes of a specified Series, provided that this Notes; and (iv) after giving effect to paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided specified in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixiv) of clause “third” of Section 3.03; and fourth, the balance3.03 plus Make-Whole Amount, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be then due and payable on the Equipment Notes as a consequence in respect of the redemption of the Series C Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.Notes; and

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisosproviso, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of (a) an Event of Loss (including amounts paid by Company pursuant to Section 2.10 2.10) or (iib) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes pursuant to Section 2.10 or Section 2.11, as applicable, and to payment of all other Secured Obligations and Related Secured Obligations then due by applying such payments funds in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents Documents; and then (ii) to pay any other Secured Obligations amounts then due (except as provided in clause "second" below) to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above:Notes; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (i) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA G-1 Equipment Notes and the Series G-2 Equipment Notes; ; and (ii) after giving effect to paragraph subclause (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph subclause (ii) of clause “"third” " of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A C Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, payments shall be distributed as provided in clause “fourth” of Section 3.03; provided that to Company. Notwithstanding the foregoing, any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed or disbursed by Loan Trustee as provided in by Sections 7.05(c) and 7.06(f7.06(d), and any . Any such proceeds that are money held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the in connection with their redemption of the Equipment Notes as a result of an Event of Loss with in respect to of the Airframe or the Airframe and one or more Enginesthe Engines installed thereon.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations (excluding any Related Secured Obligations) then due to Loan Trustee, Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Additional Series Equipment Notes Notes, but excluding distributions of a specified Series, provided that this paragraph (iii) shall apply amounts of Related Secured Obligations to each Series of Additional Series Equipment Notes in order of priority of paymentRelated Noteholders; third, after giving effect to clause “second” above, so much of such payment payments remaining as is shall be required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph sub-clause (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xivxv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Additional Series Equipment Notes of a specified Series, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of paymentNotes; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by the Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse the Loan Trustee and the Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by the Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to the Loan Trustee, the Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiiixv) or (xivxvi) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph clause (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by the Loan Trustee shall be held and distributed by the Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by the Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by the Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse the Loan Trustee and the Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by the Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to the Loan Trustee, the Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes; and (iv) after giving effect to paragraph (iii) above (and except as otherwise provided in an amendment to this Indenture pursuant to 28 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] paragraph (xv) or (xvi) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iv) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph (iiiiv) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixxi) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by the Loan Trustee shall be held and distributed by the Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by the Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisosSection 3.03, any payments received by Loan the Indenture Trustee (i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an in connection with any optional redemption of the Equipment Notes pursuant to Section 2.11 effected in accordance with the Operative Documents, shall be applied to the redemption of the Equipment Notes and Notes, to all other payment of the Secured Obligations and Related Secured Obligations then due or to the Indenture Trustee or any Note Holder under the Participation Agreement by applying such payments funds in the following order of priority: firstFirst, so much of such payment as is required (i) to reimburse Loan the Indenture Trustee and Noteholders the Note Holders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by CompanyOwner, under the Operative Documents and then (ii) to pay any other Secured Obligations amounts then due to Loan Trustee, Noteholders the Indenture Trustee and other Indenture Indemnitees the Note Holders under this Indenture, the Participation Agreement or the Equipment Notes (other than the amounts specified in clauses “second” and “third” clause Second below); second, after giving effect to clause “first” above:; (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and (iiiii) after giving effect to paragraph (iii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01)above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iiiii) of clause “third” "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional the Series B Equipment Notes of a Notes; and (iii) after giving effect to paragraph (ii) above, to pay the amounts specified Series, provided that this in paragraph (iii) shall apply to each of clause "Third" of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series of Additional Series C Equipment Notes in order of priority of paymentNotes; thirdand Third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” "Fourth" of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engineshereof.

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by the Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse the Loan Trustee and the Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by the Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to the Loan Trustee, the Noteholders and the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA A Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A B Equipment Notes; and (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiiixv) or (xivxvi) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph clause (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ix) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by the Loan Trustee shall be held and distributed by the Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by the Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines. Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.]

Event of Loss; Optional Redemption. Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos, any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii) pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied to the redemption of the Equipment Notes and to all other Secured Obligations and Related Secured Obligations then due by applying such payments in the following order of priority: first, so much of such payment as is required (i) to reimburse Loan Trustee and Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Company, under the Operative Documents and then (ii) to pay any other Secured Obligations then due to Loan Trustee, Noteholders and other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); second, after giving effect to clause “first” above: (i) so much of such payment remaining as is required to pay the amounts specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes; (ii) after giving effect to paragraph (i) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; and; (iii) after giving effect to paragraph (ii) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes; and (iv) after giving effect to paragraph (iii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payment remaining as is required to pay the amounts specified in paragraph (iiiiv) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of Additional Series Equipment Notes of a specified Series, provided that this paragraph clause (iiiiv) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; third, after giving effect to clause “second” above, so much of such payment remaining as is required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than paragraph (ixxi) of clause “third” of Section 3.03; and fourth, the balance, if any, of such payment, shall be distributed as provided in clause “fourth” of Section 3.03; provided that any insurance, condemnation or similar proceeds resulting from an Event of Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in Sections 7.05(c) and 7.06(f7.06(d), and any such proceeds that are held by Loan Trustee shall be invested as provided in Section 5.06; and provided, further, that in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in clause “second” above that refer to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and one or more Engines.